Ann: CAPREC: KRK: KRK has filed applications for orders to...

• Release Date: 27/11/15 16:15
• Summary: CAPREC: KRK: KRK has filed applications for orders to return $19.354m
• Price Sensitive: No
• Download Document  3.82KB

					KRK
27/11/2015 16:15
CAPREC
PRICE SENSITIVE
REL: 1615 HRS Kirkcaldie & Stains Limited

CAPREC: KRK: KRK has filed applications for orders to return $19.354m

Market Announcement
27 November 2015

Kirkcaldie & Stains Limited has filed applications
for orders to return $19.354 million to shareholders

Kirkcaldie & Stains Limited (the Company) has today filed applications
seeking orders from the High Court to approve a scheme of arrangement under
Part 15 of the Companies Act 1993 to return approximately $19.354 million of
capital to its shareholders.

The Company is seeking court approval to:
o cancel 4 in 5 of its shares (with the number of shares to be cancelled
rounded down to the nearest whole share); and
o return an amount of $2.3602 per share cancelled.

Incidental to these orders, the Company is also seeking approval to cancel
the remaining shares held in respect of the Company's employee share scheme
and wind that scheme up.

The orders sought are subject to final completion of the Agreement for Sale
and Purchase with David Jones ('Agreement'). The return of capital will not
occur unless and until completion of that Agreement occurs.

As of today the Agreement with David Jones remains conditional on David Jones
obtaining any consent required under the Overseas Investment Act.  The
Agreement provides that this is to occur by Monday 30 November 2015. The
Company is still waiting on advice from David Jones as to the satisfaction
(or not) of this condition.

Though the capital return will not proceed unless (and until) completion of
the Agreement occurs, orders have been sought in advance of the Agreement
becoming unconditional in order to allow the Company to move quickly
following completion to release the surplus cash to shareholders.

Shareholders will be well aware that the Company has been working on plans to
distribute its surplus capital for some time since the sale of the Harbour
City Centre in 2014, and shareholders approved a special resolution to return
capital of an amount up to the Company's available subscribed capital of
$19.354 million at the special meeting held on 31 July 2015. The Court
applications have proceeded on the basis of that shareholder approval.

If completion of the Agreement occurs on 1 February 2016, it is likely the
capital return would be made by a target date of 3 March 2016. A delay in
completion of the Agreement will delay the capital return beyond this date.
The Company will advise the market of the relevant dates once those exact
dates are known.

The return of capital will not alter shareholders' proportionate
shareholdings in the Company or their proportionate voting and distribution
rights (other than to the extent there are minor changes to account for
rounding).

Likewise the return of capital will not alter shareholders' proportionate
entitlement to share in the residual value in the Company (other than to the
extent there are minor changes to account for rounding). In that respect
shareholders should note that the cancellation of 4 in 5 shares and the
return of $2.3602 per share cancelled were calculated by reference to the
Company's available subscribed capital and a convenient proportion of shares
to be cancelled. $2.3602 is not necessarily an indication of the price or
value to be attributed to the Company's remaining shares after the return of
capital.

The Company has written to the Commissioner of the Inland Revenue seeking
confirmation that the return of capital will not constitute a dividend for
tax purposes. That confirmation is expected prior to the scheduled completion
date of 1 February 2016.

The exact amount of capital returned to each shareholder will depend on
rounding of the number of shares to be cancelled.

Falcon Clouston
Chairman
ENDS

For further information:
Falcon Clouston
P O Box 1494
Wellington 6140
End CA:00274261 For:KRK    Type:CAPREC     Time:2015-11-27 16:15:39