|
BEG BEGP2
BEG
BEG/BEGP2 - Beige Holdings Limited - Firm intention announcement by the Lion
Match Company (Proprietary) Limited
BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
("Beige" or "the Company")
ISIN Code: ZAE000034161 Share code: BEG
ISIN Code: ZAE000154787 Share code: BEGP2
FIRM INTENTION ANNOUNCEMENT BY THE LION MATCH COMPANY (PROPRIETARY) LIMITED
("LION MATCH") TO MAKE A MANDATORY OFFER TO BEIGE ORDINARY AND PREFERENCE
SHAREHOLDERS ("MANDATORY OFFERS") IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTIONS 123 AND 125 OF THE COMPANIES ACT NO. 71 OF 2008 ("ACT")
INTRODUCTION
Shareholders are referred to the announcement released on SENS on 30 December
2011 ("30 December announcement") regarding the acquisition by Lion Match of
34.49% of the issued ordinary share capital (including ordinary treasury
shares) and 36.45% of the voting rights (excluding ordinary treasury shares)
in Beige and are advised that the board of directors of Beige has been made
aware that a Firm Intention to Make a Mandatory Offer ("offer") announcement
has been approved by the Takeover Regulation Panel ("TRP") and will be
published in the press on or about 27 January 2012.
Shareholders are advised that the terms of the offer remain the same as those
disclosed by Beige in the 30 December announcement and Lion Match will
therefore make an offer to:
i.) all ordinary shareholders of Beige to acquire all or part of their
ordinary shareholding in Beige at an offer price of R0.08 per
ordinary share; and
i.) all preference shareholders of Beige to acquire all or part of
their preference shareholding in Beige at an offer price of R1.28
per preference share.
APPOINTMENT OF AN INDEPENDENT EXPERT TO ADVISE ON THE FAIRNESS AND
REASONABLENESS OF THE MANDATORY OFFERS
In compliance with the requirements set out in section 114(2) of the Act and
Regulations 90(1) and 110(1) of the Takeover Regulations promulgated in terms
of the Act, Beige has appointed KPMG Services (Pty) Ltd ("KPMG") as an
independent expert to advise and report to the Board on the fairness and
reasonableness of the Mandatory Offers.
The independent expert`s full report, as well as the Board`s opinion on the
consideration offered in respect of the Mandatory Offers, will be included in
a circular to be posted to Beige shareholders within 20 business days of the
posting of an offer circular by Lion Match.
INDEPENDENT ADVICE ON COMPARABLE OFFER
The board of directors of Beige wishes to draw shareholders attention to the
fact that, as disclosed in the 30 December announcement, it does not agree
that the R1.28 offer consideration to be offered to preference shareholders
constitutes a comparable offer as is required in terms of section 125 of the
Act. The Board has accordingly requested KPMG, as part of its appointment as
an independent expert, to provide the board with an independent opinion on
the comparability of the offer. Shareholders will be advised as soon as this
independent opinion has been received.
Notwithstanding the above, the Board welcomes Lion Match`s substantial
investment in Beige and is looking forward to interacting with Lion Match in
order to harness the opportunities that such a strong and significant
shareholder could bring to the Beige business.
Johannesburg
27 January 2012
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 27/01/2012 16:23:10 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. |
|