| Thu 3 Jun 2010, 16:55 | | FWD - Freeworld Coatings Limited - BIDCO announcement - no price change |
|
FWD
FWD
FWD - Freeworld Coatings Limited - BIDCO announcement - no price change
FREEWORLD COATINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/021624/06
Share code: FWD ISIN: ZAE000109450
SAPHIREFIELD INVESTMENTS (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/027236/07)
("Bidco")
BIDCO ANNOUNCEMENT - NO PRICE CHANGE
Shareholders of Freeworld Coatings Limited ("Freeworld") ("shareholders") 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 subsidiaries of Brait
Societe Anonyme, to acquire all of the shares in Freeworld (other than
those shares already held by Bidco and 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 ("the scheme consideration") (subject to
adjustment), by way of scheme of arrangement ("scheme")in terms of
section 311 of the Companies Act, 61 of 1973, as amended;
- the joint announcement released on SENS on 23 April 2010 relating to
an update in the dates and times of the scheme; and
- the scheme circular dated 30 April 2010 ("scheme circular").
Shareholders are advised that Bidco has notified Freeworld in writing that the
scheme consideration will be R10.45 and will not be changed, after taking the
following into consideration:
- Freeworld has not declared and paid any dividend after 1 February 2010
and as recorded in the interim results of Freeworld for the 6 months
ended 31 March 2010 (published on 26 May 2010) the board of directors
of Freeworld have decided not to declare and pay any interim
dividends;
- the calculation of the FCSA Group net debt (as defined in the scheme
circular) as at the debt determination date, being 31 May 2010, based
on information provided to Bidco by Freeworld;
- Bidco`s assessment that the scheme consideration represents a full and
fair offer, representing a price earnings ratio ("PE ratio") for the
preceding 12 month trading period to 31 March 2010 of 19.5x and a PE
ratio for the year ended 30 September 2009 (after having adjusted for
the after tax impact of the R29 million compensation received by
Freeworld in respect of early termination of certain agreements )of
18.3x;
- the continued uncertainty pertaining to the timing of the economic
recovery in South Africa as well as the other territories in which
Freeworld operates, especially Europe; and
- the prolonged weakness and expected delayed recovery in the
construction sector, specifically in so far as this expected delay
relates to the residential housing market.
Shareholders are further advised that the salient dates and times, set out in
the joint announcement released on SENS on 23 April 2010 relating to an update
in the dates and times of the scheme, remain unchanged.
Bidco acknowledges that this announcement represents a statement in terms of
Rule 30.2 of the Securities Regulation Code and Rules of the Securities
Regulation Panel.
Johannesburg
3 June 2010
Sponsor to Freeworld
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Investment bank to Bidco
Standard Bank
Attorneys to Bidco
Cliffe Dekker Hofmeyr
Date: 03/06/2010 16:55:01 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.
