KAP: KAP - Kap International Holdings Limited - Reminder and confirmation of

KAP: KAP - Kap International Holdings Limited - Reminder and confirmation of

KAP - Kap International Holdings Limited - Reminder and confirmation of salient dates of acquisition and details as per the press announcement of 20 December 2011 KAP INTERNATIONAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration Number 1978/000181/06) Share code: KAP ISIN: ZAE000059564 ("KAP" or "the Company") REMINDER AND CONFIRMATION OF SALIENT DATES OF ACQUISITION AND DETAILS AS PER THE PRESS ANNOUNCEMENT OF 20 DECEMBER 2011 Shareholders are referred to the announcement released on SENS on 19 December 2011 and in the press on 20 December 2011 regarding the posting of the circular and the notice of general meeting to shareholders. For the avoidance of doubt, shareholders are reminded that the general meeting will be held at the office of PSG Capital Proprietary Limited on the 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, at 10:00 on Wednesday, 18 January 2012 and not on 16 January 2012 as referred to in the December SENS announcement. Furthermore, shareholders should note that the last date to trade in order to be eligible to vote at the general meeting was Friday, 6 January 2012. The details contained in the December Press announcement incorporating the above information are repeated below: Further to the announcement issued on SENS on 18 October 2011 and in the press on 19 October 2011, KAP shareholders are advised that the Company has posted a Circular and Revised Listing Particulars by registered post, dated 17 December 2011 ("the Circular"), to its shareholders in terms of which KAP will, subject to the fulfillment of conditions precedent, acquire from Steinhoff Africa Holdings Proprietary Limited ("Steinhoff Africa") the entire issued ordinary share capital of and all claims on loan account against Unitrans Holdings Proprietary Limited ("Unitrans"), PG Bison Holdings Proprietary Limited ("PG Bison"), SHF Raw Materials Proprietary Limited, Toolplast Holdings Proprietary Limited ("Toolplast") and Roadway Transport Proprietary Limited ("Roadway") (collectively the "Steinhoff Industrial Assets"), in exchange for KAP shares and the crediting of a loan account in favour of Steinhoff Africa (the "Acquisition"). As previously announced, the Acquisition is classified as a related party transaction, due to Steinhoff Africa being a material shareholder in KAP. Accordingly, the directors of KAP have appointed PricewaterhouseCoopers Corporate Finance Proprietary Limited to provide an independent opinion on the Acquisition, which opinion and advice to the board of directors confirmed that the terms and conditions of the Acquisition are fair to the shareholders of KAP. Set out below are the salient dates in relation to the Acquisition: 2011/2012 Record date in order to be eligible to receive the Friday, 9 December Circular containing the Notice of General Meeting Circular and Notice of General Meeting posted to Saturday, 17 December shareholders Last date to trade in order to be eligible to vote at Friday, 6 January the General Meeting Record date in order to be eligible to vote at the Friday, 13 January General Meeting Last day to lodge forms of proxy for the General Monday, 16 January Meeting (by 10:00) (3) General Meeting (at 10:00) Wednesday, 18 January Results of General Meeting released on SENS Wednesday, 18 January Results of General Meeting published in the press Thursday, 19 January Effective date of the Acquisition (4) Thursday, 1 March Notes: (1.) All times indicated above are local times in South Africa. (2.) The dates and times indicated in the table above are subject to change. Any such changes will be released on SENS and published in the press. (3.) To be valid, the completed forms of proxy must be lodged with the transfer secretaries, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, or posted to the Transfer Secretaries at PO Box 61051, Marshalltown, 2107), to reach them by no later than at 10:00 on Monday, 16 January 2012, alternatively, such proxy forms may be handed to the Company Secretary or Chairman of the General Meeting not later than 30 minutes prior to the commencement of the General Meeting. (4.) Based on the assumption that all of the conditions precedent will be fulfilled by Wednesday, 29 February 2012. Should the Conditions Precedent be fulfilled by a different date, the effective date of the Acquisition will be the first day of the month following the date of fulfillment of the conditions precedent. 10 January 2012 Johannesburg Sponsor to KAP: PSG Capital Proprietary Limited Legal advisor to KAP: Werksmans Inc and Pohl & Stuhlinger Attorneys Competition law advisor to KAP: Norton Rose (incorporated as Deneys Reitz Inc) Reporting accountants and auditors: Deloitte & Touche Independent expert: PricewaterhouseCoopers Corporate Finance Proprietary Limited Date: 10/01/2012 13:33:44 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.

2012-01-10 13:33:44 Source: JSE News Service (SENS)