BK One Limited Incorporated in the Republic of South ... - Sharenet

2• call on IIG to make an offer, using IIG ordinary shares, at the election of BK One,either to acquire the assets of BK One or to acquire the shares and claims ofShareholders (the “Put Option”) at a valuation which is the higher of:oothe Company’s valuation at the date of the call;the Company’s net asset value at 24 August 2012; oro the Company’s market capitalisation at 24 August 2012.IIG intends seeking a listing of its ordinary shares on the Johannesburg Stock Exchange(“JSE”). Should IIG fail to obtain a listing, for whatever reason, a Trigger Event will occurand BK One will be entitled to exercise its rights in terms of the Call Option and will acquirethe Target Assets from IIG in exchange for BK One preference shares. In addition, shouldany director of IIG be removed from office for any reason, a further Trigger Event will occurand BK One will be entitled to exercise its rights in terms of the Call Option.3 Developments pertaining to the MOUDuring the course of IIG and the Company’s evaluation of the various Target Assetsdetailed in the Previous Announcement, the parties have, by mutual consent with BasileusInvestments, agreed that the following assets will no longer form part of the Target Assetsand will not be acquired by either IIG or BK One:• Lefatse Minerals Proprietary Limited;• Tor Oil Infrastructure Construction Proprietary Limited; and• Agri-Technologies and Services Proprietary Limited.4 Rationale for the AssignmentThe Board’s objective is to assist in creating a platform which will result in:• the protection of Shareholders’ value; and• the transformation of BK One and the creation of an efficient and transparentstructure within which to develop the Target Assets and other suitabledevelopmental and investment opportunities.The Assignment, and ultimate intended shareholding structure, allows for:• the creation of an entity better placed to act as the principal manager of a portfolioof developmental assets;• the deployment of people with significant skills and experience to manage the newentity;• the implementation of the acquisition of the Target Assets within the timeline set bythe business rescue process at Basileus Investments;• a simplified capital structure for the purposes of raising equity capital;