| Fri 23 Apr 2010, 15:11 | | FWD - Freeworld Coatings Limited - Joint announcement relating to an update in |
|
FWD
FWD
FWD - Freeworld Coatings Limited - Joint announcement relating to an update in
the dates and times of the proposed scheme of arrangement
FREEWORLD COATINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/021624/06)
Share code: FWD ISIN: ZAE000109450("Freeworld")
SAPHIREFIELD INVESTMENTS (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/027236/07)
("Bidco")
JOINT ANNOUNCEMENT RELATING TO AN UPDATE IN THE DATES AND TIMES OF THE PROPOSED
SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders of Freeworld are referred to the joint announcement released on
SENS on 31 March 2010 relating to an offer from Bidco, representing a private
equity consortium led by private equity funds under the management of Brait
Societe Anonyme, to acquire all of the shares in Freeworld (other than those
shares already held by Bidco`s holding company, VVT Infrastructure Investments
(Proprietary) Limited, representing 18.86% of the entire issued share capital of
Freeworld) for an amount equal to R10.45 per share (subject to adjustment) (the
"offer"), by way of a scheme of arrangement ("scheme") in terms of section 311
of the Companies Act, 61 of 1973, as amended.
2. SALIENT DATES AND DOCUMENTATION
The anticipated salient dates and times of the scheme are set out in the table
below. These anticipated dates are predicated on the High Court granting an
order on Wednesday 28 April 2010 convening the scheme meeting. A circular
containing details of the offer and the scheme is, subject to the aforegoing,
expected to be posted to Freeworld shareholders on or about Friday, 30 April
2010.
2010
Circular posted to Freeworld shareholders on Friday, 30 April
Wednesday, 2 June
Last day to trade in Freeworld shares on the
exchange operated by the JSE Limited ("JSE") in
order to be recorded on the register to vote at the
scheme meeting, by the close of trade on the JSE
(refer to note 2 below) on
Wednesday, 9 June
Record date to be recorded on the register in order
to vote at the scheme meeting on
Last day to lodge forms of proxy for the scheme Thursday, 10 June
meeting (refer to note 5 below) (for use by
certificated and dematerialised shareholders with
own-name registration) by 10:00 on
Announcement released on SENS upon receipt of
approval from the Competition Commission expected Thursday, 10 June
to occur on
Monday, 14 June
Scheme meeting to be held at 10:00 on
Monday, 14 June
Results of the scheme meeting and finalisation
announcement subject to court sanction and
registration of order of court released on SENS on
Tuesday, 15 June
Scheme chairperson`s report to lie open for
inspection for seven calendar days from
Results of the scheme meeting published in the Tuesday, 15 June
South African press on
Tuesday, 22 June
Court hearing to sanction the scheme expected at
09:30 (or as soon thereafter as counsel may be
heard) on
If the scheme is sanctioned:
Thursday, 24 June
Subject to the fulfilment or waiver of all the
conditions precedent, the order of court
sanctioning the scheme is registered by the
Registrar of Companies and Close Corporations on or
about
Fulfilment of the conditions precedent anticipated Thursday, 24 June
to be announced on SENS on
Friday, 25 June
Fulfilment of the conditions precedent anticipated
to be published in the South African press on
Friday, 25 June
Expected last day to trade in Freeworld shares on
the JSE in order to be recorded on the register on
the record date of the scheme on
Monday, 28 June
Expected suspension of listing of Freeworld shares
on the JSE at the commencement of trade on the JSE
on
Friday, 2 July
Expected record date of the scheme on which
Freeworld shareholders must be recorded as such in
the register to receive the scheme consideration by
17:00 on
Expected operative date of the scheme at the Monday, 5 July
commencement of trade on the JSE on
Monday, 5 July
Payment expected to be transferred electronically
or posted to certificated scheme participants (if
document(s) of title are received on or prior to
12:00 on the operative date) on or about
Monday, 5 July
Dematerialised scheme participants expected to have
their accounts held at their CSDP or broker
credited with the scheme consideration on
Tuesday, 6 July
Expected termination of listing of Freeworld shares
on the JSE at the commencement of trade on the JSE
on
Notes:
1. The above dates and times are subject to such changes as may be agreed to by
Freeworld and Bidco or required by the JSE and/or the Securities Regulation
Panel ("SRP") and, if necessary, approved by the Court, the JSE and the SRP. Any
material change to the above dates and times will be advised to Freeworld
shareholders by announcement on SENS and, if practical, publication in the South
African press.
2. Freeworld shareholders should note that, as trade in Freeworld shares on the
JSE is settled through Strate, settlement for trade takes place 5 (five)
business days after any such trade. Therefore, Freeworld shareholders who
acquire Freeworld shares on the JSE after Wednesday, 2 June 2010 will not be
eligible to vote at the scheme meeting.
3. Dematerialised scheme participants, other than those with ownname
registration, must provide their CSDP or broker with their instructions for
voting at the scheme meeting by the cutoff time and date advised by the CSDP or
broker for instructions of this nature.
4. No dematerialisation or rematerialisation of Freeworld shares may take place
after Friday, 25 June 2010.
5. Forms of proxy for the scheme meeting may also be handed to the chairperson
of the scheme meeting by no later than 10 minutes before the commencement of the
scheme meeting.
3. NOTICE OF SCHEME MEETING
The scheme meeting is intended to be held at 10:00 on Monday, 14 June 2010 at
Summer Place, 69 Melville Road, Hyde Park, Johannesburg, or such other venue as
may be announced on SENS. The High Court will be requested to grant an Order
that, inter alia, the chairperson of the scheme meeting shall be obliged to
adjourn the scheme meeting from time to time so as to ensure that the scheme is
not voted on by the scheme members prior to the implementation of the scheme
having been approved as a merger under the Competition Act, either
unconditionally or subject to such conditions as may be approved in writing by
Freeworld and Bidco.
Johannesburg
23 April 2010
Merchant bank and sponsor to Freeworld
Rand Merchant Bank (a division of FirstRand Bank Limited)
Attorneys to Freeworld
Read Hope Phillips Thomas & Cadman Incorporated
Investment Bank to Bidco
Standard Bank
Attorneys to Bidco
Cliffe Dekker Hofmeyr
Date: 23/04/2010 15:11:05 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.
