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JSE BEGP2
GEN
GEN - General - The Lion Match Company (Proprietary) Limited -
Announcement by lion match of revised offer in relation to the existing
mandatory offer by Lion Match to remaining shareholders of Beige Holdings
Limited,
THE LION MATCH COMPANY (PROPRIETARY) LIMITED
REGISTRATION NUMBER: 1998/008912/07
("Lion Match")
ANNOUNCEMENT BY LION MATCH OF REVISED OFFER IN RELATION TO THE EXISTING
MANDATORY OFFER BY LION MATCH TO REMAINING SHAREHOLDERS OF BEIGE HOLDINGS
LIMITED, REGISTRATION NUMBER 1997/006871/06, ("Beige" or "the
Company")ISIN Code: ZAE000034161,Share code: BEG,ISIN Code:
ZAE000154787,Share code: BEGP2, MADE IN TERMS OF SECTION 123 OF THE
COMPANIES ACT NO. 71 OF 2008 WITH INCREASED CONSIDERATION
A. INTRODUCTION:
Shareholders are referred to the Terms of Mandatory Offer
announcement released by Lion Match on SENS on 19 March 2012, the
Lion Match offer circular posted on 19 March 2012 and the Beige
Independent Board response circular posted on 18 April 2012, which
documents detailed the salient dates in respect of the mandatory
offer of R0.08 made by Lion Match to the ordinary shareholders of
Beige and the comparable offer of R1.28 made to the preference
shareholders of Beige (the "existing mandatory offers").
Shareholders are also referred to the SENS announcement made by
Beige and Lion Match on the 4th May 2012 wherein they advised that
as a result of hearing by the Takeover Special Committee ("TSC")
regarding the ruling by the Executive Director of the Takeover
Regulation Panel ("TRP") on the non-comparability of the preference
share offer ("the hearing") having been postponed to 18 May 2012, an
agreement had been reached between Beige and Lion Match in terms of
which the TRP consented to extend the closing date of the mandatory
offers to a date to be determined pending the TSC hearing. The
revised salient dates of the mandatory offers were to be announced
on SENS in due course. Other than the offer consideration, all
other terms and conditions of the mandatory offer were to remain
unaffected.
Lion Match has furnished the board of directors of Beige with a
formal revised offer in respect of its existing mandatory offer.
Lion is of the opinion that the revised is fair and reasonable and
will support the revised offer to completion. No further circulars
are required to be issued by Lion Match.
B. THE REVISED OFFER
Terms Of Revised Offer:
Lion offers to acquire from all remaining Beige Shareholders
recorded in the record date, subject to a suspensive condition
regarding any applicable approval of the Competition Commission
prior to implementation as a revised increased offer (the "revised
offer").
* 100% of their BEIGE ordinary shares (or part thereof) for a
cash consideration of R0.09 (NINE CENTS) (the existing
mandatory offer is R0.08 (EIGHT CENTS)) for every 1 (ONE) cent
par value ordinary BEIGE share issued by BEIGE as listed on the
Alternative Exchange (Alt X) of the Johannesburg Stock Exchange
(JSE) under the share code "BEG" and ISIN ZAE000034161 (the
ordinary share offer) apart from and other than the 562 841 737
ordinary shares representing 34.49% of the issued share capital
(including treasury shares); and 36.45% of the voting rights
(excluding treasury shares) already held by Lion Match in
Beige;
* 100% of their BEIGE variable rate, cumulative, non-
participating, convertible, redeemable preference shares (or
part thereof) each with a par value of R0.01 (ONE CENT) per
preference share, for a cash consideration of R1.79 (ONE RAND
SEVENTY NINE CENTS) (the existing mandatory offer is R1.28 (ONE
RAND TWENTY EIGHT CENTS) for every R0.01 (ONE CENT) preference
share issued by BEIGE as listed on the Alternative Exchange
(Alt X) of the Johannesburg Stock Exchange (JSE) under the
share code "BEGP2" and ISIN ZAE000154787 (the "preference share
offer");
Mechanism For Implementing The Revised Offer
The revised offer and opinions relating thereto are, with the
consent of the Takeover Regulation Panel, to be announced on SENS
and in the Press.
The revised offer will, after this announcement, continue to be
implemented as a mandatory offer in accordance with the prescribed
requirements of the Companies Act and the Takeover Regulations.
The revised offer will be implemented on the same information and
data and on the same terms and conditions contained in the Offeror
Circular posted to Beige Shareholders on the 19th March 2012 save
that the relevant Salient Dates and times are necessarily revised
and are to be extended for at least 15 (Fifteen) days as required by
Regulation 104(3) of the Companies Act No. 71 of 2008.
The Salient Dates and Times which are necessarily revised are to be
substituted as follows:-
2012
Last trading date to participate Friday, 8 June
Trading commences ex rights on Monday, 11 June
Record Date Friday, 15 June
Results Announcement on SENS Date Monday, 18 June
Payment in terms of acceptances Tuesday, 19 June
Results announced in the press on Tuesday, 19 June
Save, further for any revisions necessitated by the provisions
specified elsewhere in this revised offer. Payment in terms of
acceptances will be made within 6 days after acceptance of the
offer. Any further changes in the dates will be announced on SENS
or in the press.
Beige Shareholders who may possibly have already accepted the
initial mandatory offer are entitled to revise their initial
acceptance and elect to receive the increased revised offer
consideration. In respect of these Beige Shareholders who may have
already accepted the initial mandatory offer they will be deemed to
have accepted the increased revised offer consideration and will be
paid the additional revised offer consideration unless contrary
notice is given by such Beige Shareholder prior to the revised
closure date.
Settlement of The Revised Offer Consideration
Settlement of the revised offer consideration shall be made without
any regard to set-off lien or any form of counterclaim or similar
right which Lion Match may be entitled to claim against any Beige
Shareholder accepting the revised offer.
Cash Confirmation
Lion Match has provided the Takeover Regulation Panel with security
for payment of the cash considerations in respect of the revised
offer to the satisfaction of the Takeover Regulation Panel in the
form of cash confirmation statements from Standard Bank.
C. IRREVOCABLE UNDERTAKING
A signed irrevocable undertaking has been received by Lion Match
from Trustee Board Investments (Pty) Ltd, Registration Number
1993/005253/07 ("TBI") being the registered holders and beneficial
owners of 248 970 515 (Two hundred and forty eight million nine
hundred and seventy thousand five hundred and fifteen) ordinary
shares representing 15.26% (fifteen point two six percent) of all of
the ordinary shares in issue and 17 804 914 (Seventeen million eight
hundred and four thousand nine hundred and fourteen) preference
shares representing 71.22% (Seventy one point two two percent) of
all of the preference shares in issue in the issued share capital of
Beige, together with all rights attaching to those shares. In terms
of the irrevocable undertaking TBI irrevocably and unconditionally
has undertaken to and in favour of Lion to accept the revised offer.
D. OPINIONS ON THE REVISED OFFER
Lion Match is of the opinion that the revised offer is fair and
reasonable both in respect of the ordinary share offer and the
comparable offer for the preference shares and that the preference
share offer accordingly meets the requirements of a comparable offer
in terms of the Companies Act.
Lion Match anticipates that the Independent Board of Beige will make
a simultaneous separate announcement regarding the revised offer
having had regard to any opinions furnished to it.
E. RESPONSIBILITY STATEMENT
Lion Match respectively accepts responsibility for the information
contained in this announcement which is made on its behalf and under
its authority. To the best of its knowledge and belief, the
information contained in this announcement is true and nothing has
been omitted which is likely to affect the import of the
information.
Johannesburg
18 May 2012
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Joint Legal Advisors
Stowell & Co. Inc. and Webber Wentzel
(Logos to be attached)
Date: 18/05/2012 11:56:00 Produced by the JSE SENS Department. |
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