NOTICE TO BKB SHAREHOLDERS
FINALISERING VAN KAPITAALVERKRYGING
1. Aandeelhouers word verwys na die aankondiging van 30 November 2016.
2. In die aankondiging is aandeelhouers ingelig oor die inskrywingsooreenkoms tussen BKB Beperk (BKB) en African Rainbow Capital (Eiendoms) Beperk (ARC) om 18,612,016 nuwe aandele in BKB te bekom teen ‘n prys van R10.50 per aandeel. Die totale inskrywing beloop R195,426,168.
3. Aandeelhouers word nou ingelig dat alle inskrywingsvoorwaardes nagekom is en dat die ARC inskrywing geimplementeer is.
4. Die voordele wat die inskrywing vir BKB inhou is onder andere –
4.1 BKB sal sy BEE-aandeelhouding tot meer as 30% verhoog;
4.2 Die inbring van ARC as ‘n strategiese vennoot van BKB met toegang tot verdere kapitaal ter ondersteuning van BKB se groeistrategieë; en
4.3 ‘n Kapitaalinspuiting van R195,426,168 wat toegewys sal word aan uitbreidings-geleenthede.
5. Aandeelhouers word gevolglik ingelig dat die inskrywingstransaksie met ARC nou ten volle afgehandel is.
J Oosthuizen
Maatskappysekretaris
21 Desember 2016
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FINALISATION OF CAPITAL RAISING
1. Shareholders are referred to the announcement of 30 November 2016.
2. In the announcement shareholders were informed regarding the subscription agreement between BKB Limited (BKB) and African Rainbow Capital (Proprietary) Limited (ARC) to acquire 18,612,016 new shares in BKB at a price of R10.50 per share. The total subscription amounts to R195,426,168.
3. Shareholders are now informed that all subscription conditions had been fulfilled and that the ARC subscription has been implemented.
4. The benefits of the subscription for BKB are amongst others –
4.1 BKB will increase its BEE shareholding in excess of 30%
4.2 The introduction of ARC as a strategic partner to BKB with access to further capital in support of BKB’s growth strategies; and
4.3 A capital injection of R195 426 168 to be allocated towards expansion opportunities.
5. Shareholders are accordingly informed that the subscription transaction with ARC has now been completed in full.
J Oosthuizen
Company Secretary
21 December 2016
Maatskappysekretaris
Johannette Oosthuizen
13 Julie 2016
Introduction
Since the conversion of BKB into a public company, BKB has operated a share trading mechanism in terms of which the trading of BKB shares between willing sellers and willing purchasers was facilitated (“BKB Share Trading Mechanism”). With the introduction of the Financial Markets Act, No. 19 of 2012 (“Financial Markets Act”), the Financial Services Board (“FSB”) has taken the view that share trading mechanisms such as the BKB Share Trading Mechanism, fall within the definition of an exchange and has to be licensed as such in terms of the Financial Markets Act.
The board of BKB (“Board”) has considered the requirements for the licensing of the BKB Share Trading Mechanism and has decided not to apply for an exchange license in respect of the BKB Share Trading Mechanism, due to the costs involved and the onerous administrative burden that will be placed on BKB.
Accordingly on 30 June 2014 BKB announced to its shareholders that the BKB Share Trading Mechanism was no longer in operation.
Despite the cessation of the BKB Share Trading Mechanism, the Board still wishes to assist prospective sellers and purchasers of BKB shares to sell and purchase BKB shares in a manner that would not contravene the provisions of the Financial Markets Act. Accordingly, the Board has decided to introduce a procedure in terms of which BKB will put prospective purchasers and prospective sellers into contact with each other for them to reach agreement on the sale or purchase (including the purchase price) of their BKB shares.
Mechanics of Procedure
Below we set out the mechanics of the procedure to be followed by prospective sellers and prospective purchasers of BKB shares:
Prospective Sellers
Prospective sellers of BKB shares should send an email to the company secretary of BKB at share.trading@bkb.co.za setting out their full names and e-mail address and telephone number/s at which prospective purchasers of BKB shares can contact them. By sending this email to the company secretary of BKB the prospective sellers agree that their names and contact details may be sent to prospective purchasers of BKB shares.
Prospective Purchasers
Prospective purchasers of BKB shares should send an email to the company secretary of BKB at share.trading@bkb.co.za setting out their full names and e-mail address and telephone number/s at which prospective sellers of BKB shares can contact them. By sending this email to the company secretary of BKB the prospective purchasers agree that their names and contact details may be sent to prospective sellers of BKB shares.
It would then be up to the prospective purchasers and prospective sellers to negotiate the sale or purchase of the relevant BKB shares, including the purchase price payable for the shares.
Once a prospective purchaser and prospective seller have agreed on the sale of any BKB shares, they should contact the company secretary at share.trading@bkb.co.za who will assist the parties in effecting the payment and transfer of the relevant BKB shares.
Share repurchase by BKB
Prospective sellers are hereby notified that BKB is interested in repurchasing BKB shares. Any prospective seller who wishes to make use of this opportunity should contact the company secretary of BKB at share.trading@bkb.co.za, setting out their full names and the e-mail address and telephone number/s at which BKB can contact them and the number of shares which they wish to sell to BKB. If BKB is willing to repurchase the relevant shares, it will notify the relevant seller accordingly.
Prospective seller and purchasers can also contact the following persons at BKB should they not have access to e-mail:
Johannette Oosthuizen/Company Secretary – 041 503 3060
Kamlesh Riga/Director Finance – 041 503 3002
Marinda van Niekerk/Shares Clerk – 041 503 3062