| Mon 24 May 2010, 17:47 | | ABU - a.b.e.Construction Chemicals Limited - Proposed implementation of a |
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ABU
ABU
ABU - a.b.e.Construction Chemicals Limited - Proposed implementation of a
scheme of arrangement, delisting of a.b.e. From the JSE Limited and
withdrawal of cautionary announcement
a.b.e. Construction Chemicals Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1982/005383/07
Share Code: ABU & ISIN: ZAE000102059
("a.b.e." or "the Company")
PROPOSED IMPLEMENTATION OF A SCHEME OF ARRANGEMENT, DELISTING OF a.b.e. FROM
THE JSE LIMITED ("JSE") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the previous cautionary announcements, the last of which was
released on the Securities Exchange News Service on 10 May 2010, shareholders
are hereby advised that Chryso Southern Africa (Proprietary) Limited
("Chryso") has submitted to the board of directors of a.b.e. ("the Board") a
firm intention to make an offer to acquire 100% of the issued shares in
a.b.e., which constitutes a total of 100 000 000 shares ("Scheme Shares"),
for a total cash consideration of R200 000 000, equalling R2.00 per Scheme
Share ("the Offer").
1.2 The Offer is subject to the conditions precedent as detailed in
paragraph 3 below.
1.3 This announcement serves as a summary of the information provided in the
letter of firm intention to make an offer, dated 21 May 2010, addressed by
Chryso to the Board.
2. THE SCHEME
2.1 Chryso is proposing to acquire the Scheme Shares by way of a scheme of
arrangement between a.b.e. and its shareholders ("Scheme Members") in terms
of section 311 of the Companies Act, No. 61 of 1973, as amended ("the
Companies Act") ("the Scheme").
2.2 As consideration for the disposal of their Scheme Shares, Scheme Members
will become entitled to receive R2.00 per Scheme Share ("Scheme
Consideration") from Chryso, which represents a premium of 27.39% to the 30
day weighted average share price of R1.57 on 21 May 2010, being the business
day preceding this announcement. The total Scheme Consideration therefore
amounts to a value of R200 000 000 based on 100 000 000 Scheme Shares in
issue.
2.3 Credit Agricole CIB has provided confirmation to the Securities
Regulation Panel ("SRP") that Chryso has sufficient cash resources to meet
the total Scheme Consideration of R200 000 000.
2.4 Pursuant to the implementation of the Scheme, Chryso will hold 100% of
the issued shares in the Company.
3. CONDITIONS PRECEDENT
3.1 The Scheme will be subject to the fulfillment of the following
conditions precedent, all of which must be fulfilled on or before 30
September 2010 or such later date as Chryso and the Company may agree:
3.1.1 receipt of all necessary regulatory and statutory approvals to
effect the Scheme, including without limitation:
3.1.1.1 the approval of the JSE of all the relevant documentation to be
sent to Scheme Members;
3.1.1.2 the approval of the SRP of all relevant documentation to be sent to
Scheme Members;
3.1.1.3 the approval of the Competition Authorities in terms of the
Competition Act, No. 89 of 1998;
3.1.1.4 the approval by the Exchange Control Department of the South
African Reserve Bank in terms of the Exchange Control Regulations,
required for the implementation of the Scheme,
which approval, if conditional, must be given on such conditions as
are acceptable to Chryso;
3.1.2 the Scheme being recommended by the Board to the Scheme Members to
vote in favour of the Scheme;
3.1.3 a meeting of the Scheme Members ("Scheme Meeting") being convened
with the approval of the High Court of South Africa ("the Court")
and the Scheme being proposed at, and approved by, a majority
representing not less than three-fourths of the votes exercisable
by the Scheme Members present and voting either in person or by
proxy at the Scheme Meeting;
3.1.4 the approval by the Court of the Scheme in terms of section 311 of
the Companies Act; and
3.1.5 registration of a certified copy of the order of Court sanctioning
the Scheme by the Registrar of Companies in terms of the Companies
Act.
Chryso has undertaken to abide by the Securities Regulation Code on Take-
overs and Mergers ("the Code") and to implement the Scheme subject to the
Code and SRP directives.
4. OPINIONS AND RECOMMENDATIONS
The Board has established a sub-committee, comprising the independent non-
executive directors of the Company, who will appoint an independent advisor
acceptable to the SRP to provide the Board with external advice in regard to
the Scheme and to make appropriate recommendations to the Board for the
benefit of Scheme Members, as required in terms of the Code. The substance
of the external advice and the views of the sub-committee will be detailed in
the circular that will be posted to a.b.e. shareholders.
5. DELISTING OF a.b.e. FROM THE JSE
Following the implementation of the Scheme, an application will be made by
the Company for the termination of the listing of its issued share capital on
the JSE.
6. IRREVOCABLE UNDERTAKINGS
Scheme Members collectively holding, directly or indirectly, 43 180 351
Scheme Shares, representing 43,18% of the total issued share capital of the
Company, have irrevocably undertaken to vote in favour of the implementation
of the Scheme.
7. FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Scheme will be included in a circular to a.b.e.
shareholders, containing, inter alia, a notice of the Scheme Meeting, an
order of Court authorising the convening of the Scheme Meeting, a form of
proxy and a form of surrender and transfer, which will, subject to the
approval of the JSE, the SRP and the South African Reserve Bank, be posted to
a.b.e. shareholders in due course.
Salient dates in relation to the Scheme will be published prior to the
issuing of the aforementioned documentation.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this announcement, the cautionary announcement
referred to above is withdrawn and caution is no longer required to be
exercised by a.b.e. shareholders when dealing in the Company`s shares.
24 May 2010
Designated advisor: PSG Capital (Proprietary) Limited
Legal advisors to a.b.e.: Prinsloo, Tindle & Andropoulos Inc.
Legal advisors to Chryso: Bowman Gilfillan Inc.
Date: 24/05/2010 17:47:28 Produced by the JSE SENS Department.
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