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KAP INDUSTRIAL HOLDINGS LIMITED - Transfer Of Shares Between The Company And A Wholly-Owned Subsidiary

Release Date: 04/06/2021 13:00
Code(s): KAP     PDF:  
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Transfer Of Shares Between The Company And A Wholly-Owned Subsidiary

(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
(“KAP” or the “Company”)


At the KAP annual general meeting held on 13 November 2018 (“2018 AGM”), the Company’s
shareholders approved a mandate for the Company and/or its subsidiaries to acquire not more
than 20% of the Company’s issued ordinary shares (“KAP Shares”).

Following directors’ resolutions passed by the Company on 20 August 2019 and 10 October
2019, respectively, 36 000 000 KAP Shares (representing 1.33% of the then total issued
shares of KAP) were acquired in the open market during the 2020 financial year through an
approved share repurchase programme. These shares are held by KAP Corporate Services
(Pty) Limited (“KAP Corporate”), a wholly-owned subsidiary of the Company and are defined
as treasury shares (“Treasury Shares”) in terms of the JSE Limited (“JSE”) Listings
requirements (“JSE LRs”).

On 9 March 2021, upon an application by the Company to simplify its share capital structure,
the JSE agreed that the Treasury Shares may be transferred to the Company without the need
for any further shareholders’ approval since shareholders have already approved the
repurchase at the 2018 AGM.

Accordingly, the Company hereby confirms that it has complied with the conditions laid down
by the JSE in response to the above-mentioned application and declares that:

• 36 000 000 Treasury Shares (representing 1.40% of the current issued shares of KAP)
  were transferred between KAP Corporate and the Company at a price of R4.90 per share;
• the transfer of the Treasury Shares was a transfer between a wholly-owned subsidiary
  and its holding company;
• the transfer of the Treasury Shares is not regarded as a repurchase of shares as
  contemplated in section 48 of the Act and there has been full compliance with all aspects
  of the Act;
• the transfer does not qualify as a repurchase by KAP as contemplated in the Act, nor does
  it constitute the “use” of treasury shares, as contemplated in paragraph 5.75 of the JSE
  LRs, similar to a fresh issue of shares for cash;
• the transfer of the Treasury Shares is cash neutral for the Company as no funds have left
  the KAP group; and
• following this transaction, the Company intends to apply to the JSE for approval to cancel
  and delist the Treasury Shares, after which there will not be any Treasury Shares
  remaining in the Company’s capital structure.

By order of the Board

4 June 2021

PSG Capital

Date: 04-06-2021 01:00:00
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