KAP INDUSTRIAL HOLDINGS LIMITED - General Repurchase And Cancellation Of Ordinary Shares

General Repurchase And Cancellation Of Ordinary Shares

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

GENERAL REPURCHASE AND CANCELLATION OF ORDINARY SHARES

At the annual general meeting of the Company held on 18 November 2020 (“AGM”),
shareholders, by special resolution, granted a general authority to the board of directors of the
Company (“Board”) to repurchase up to 10% of the issued ordinary shares of the Company
as at the date on which the authority was granted, i.e. 260 713 723 ordinary shares, on the
terms and subject to the conditions as specified in the notice of the AGM
(“General Authority”).

On 12 March 2021, KAP published a SENS announcement, informing shareholders that the
Company repurchased an aggregate of 39 935 765 ordinary shares of no par value,
representing 1.53% of the issued ordinary shares of the Company as at the date on which the
General Authority was granted.

The Company is pleased to announce that it has repurchased further ordinary shares of no
par value in terms of the General Authority. Between 26 August 2021 up to and including 29
October 2021, the Company repurchased an aggregate of 65 000 000 ordinary shares of no
par value, representing 2.5% of the issued ordinary shares of the Company as at the date on
which the General Authority was granted (“the Repurchase”). The ordinary shares were
repurchased for an aggregate value of R308 759 778.00, funded out of the Company’s
available cash resources.

The repurchases were effected in the open market through the order book operated by the
JSE Limited (“JSE”) trading system without any prior understanding or arrangement between
the Company and the counterparties and the requirements for a general repurchase of
ordinary shares in terms of paragraph 5.72 of the JSE Listings Requirements, having been
complied with.

In terms of the current general authority, which is valid until the Company’s next annual
general meeting, The Company may repurchase up to a further 155 777 958 ordinary shares,
equating to 5.98% of the ordinary shares in issue as at the date on which the authority was
granted.

Details of the repurchases made under the repurchase programme up to date are as follows:

    Aggregate number          Highest price per         Lowest price per        Aggregate value
  of ordinary shares             ordinary share           ordinary share
         repurchased                repurchased              repurchased
          65 000 000                      R5.00                    R4.23        R308 759 778.00

The ordinary shares repurchased will be delisted and cancelled as soon as possible following
the date of this announcement as the JSE Limited may permit.

The impact of the repurchases of the ordinary shares on the financial position of the Company
is immaterial.

As at the date of this announcement, the Company held zero ordinary shares in treasury.

OPINION OF THE BOARD

The Board considered the effect of the Repurchase on the Company and was of the opinion
that, for a period of 12 months following the date of this announcement:

-    the Company and the group will be able to pay their debts as they become due in the in
     the ordinary course of business;
-    the assets of the Company and the group, as fairly valued, exceed the liabilities of the
     Company and the group, as fairly valued, which assets and liabilities have been
     measured in accordance with the accounting policies used in the preparation of the most
     recent balance sheet of the Company in compliance with the recognition and
     measurement criteria of IFRS;
-    the share capital and reserves and working capital of the Company and the group will
     be adequate for the ordinary business purposes of the Company and the group;
-    all relevant conditions and restrictions relating to the Repurchase contained in the
     memorandum of incorporation of the Company have been satisfied; and
-    the Company has applied the solvency and liquidity test as contemplated in section 4 of
     the Companies Act, No. 71 of 2008 and reasonably conclude that the Company and the
     group will satisfy the test immediately after completing the Repurchase.

Since satisfaction of the solvency and liquidity test at the Board meeting held on
19 August 2021, there have been no material changes to the financial position of the Company
and the group.

By order of the Board
KAP Secretarial Services Proprietary Limited

Stellenbosch
10 November 2021

Sponsor
PSG Capital

Date: 10-11-2021 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.