| Mon 2 Nov 2009, 12:46 | | BSR/TWP - Basil Read/TWP - Update on conditions precedent to the proposed |
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BSR TWP
BSR TWP
BSR/TWP - Basil Read/TWP - Update on conditions precedent to the proposed
acquisition
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/007758/06)
Share code: BSR ISIN: ZAE000029781
("Basil Read")
TWP Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025640/06)
Share code: TWP ISIN: ZAE000110763
("TWP")
UPDATE ON CONDITIONS PRECEDENT TO THE PROPOSED ACQUISITION ("THE ACQUISITION")
BY BASIL READ OF THE ENTIRE ISSUED SHARE CAPITAL OF TWP BY WAY OF A SCHEME OF
ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973),
AS AMENDED, TO BE PROPOSED BY BASIL READ BETWEEN TWP AND ITS SHAREHOLDERS ("THE
SCHEME")
Further to the detailed announcement of 30 September 2009 advising of the
Acquisition and Scheme and since the announcement of 23 October 2009,
shareholders of Basil Read and TWP are advised that:
* the legal and financial due diligence audit by Basil Read and TWP of each into
the other has satisfactorily concluded;
* employment contracts acceptable to Basil Read have been confirmed between TWP
and certain of its key personnel; and
* the Vunani option referred to in the announcement of 30 September 2009 has
been resolved to the satisfaction of Basil Read and TWP through the
conclusion of a Vunani option cancellation agreement. Details of this
agreement are contained in the documents posted to shareholders of Basil Read
and TWP.
Accordingly, the Acquisition and the Scheme remain subject to the fulfilment of
the following conditions precedent, namely:
* TWP shareholders at the meeting to approve the Scheme approving the Scheme by
a majority representing not less than 75% of the votes exercisable by the TWP
shareholders as are present and/or represented and voting, either in person or
by proxy, at the scheme meeting;
* Basil Read shareholders at the general meeting to approve the Acquisition:
* approving the Acquisition by a majority representing not less than 50% plus
one vote of the votes exercisable by the Basil Read shareholders as are
present and/or represented and voting, either in person or by proxy;
* approving an increase in Basil Read`s authorised share capital by a
majority representing not less than 75% of the votes exercisable by the
Basil Read shareholders as are present and/or represented and voting,
either in person or by proxy;
* approving all other resolutions related to the Acquisition, as are
required, by the requisite majorities;
* the South Gauteng High Court ("Court") sanctioning the scheme; and
a certified copy of the Order of Court sanctioning the scheme as well as all
* approvals obtained at the general meeting, being approvals in the form of
special resolutions, being registered by the Companies and Intellectual
Property Registration Office.
POSTING OF DOCUMENTATION AND FURTHER ANNOUNCEMENT
A circular containing full details of the Acquisition, as approved by the JSE
and containing notice of the general meeting, was posted to shareholders of
Basil Read on 26 October 2009.
A document containing full details of the scheme, as approved by the Securities
Regulation Panel and the JSE and containing notice of the scheme meeting, was
posted to shareholders of TWP together with the Basil Read general meeting
circular.
An announcement reporting on the results of the scheme meeting and the general
meeting is expected to be released on SENS on Tuesday, 17 November 2009 and to
be published in the press on Wednesday, 18 November 2009.
Johannesburg
2 November 2009
Corporate adviser to Auditors and reporting Attorneys to Basil
the transaction accountants to Basil Read
PricewaterhouseCoopers Read and TWP Ramsay Webber
Corporate Finance PricewaterhouseCoopers
Inc
Sponsor to Basil Read Attorneys to TWP
Sasfin Capital TLi Incorporated
(Registration number
1995/003127/21)
Investment bank and Independent adviser to
sponsor to TWP TWP shareholders
Nedbank Capital Moore Stephens
Corporate Finance
Date: 02/11/2009 12:46:32 Produced by the JSE SENS Department.
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