| Fri 20 Aug 2010, 14:35 | | BDM - Buildmax Limited - Declaration data relating to the partial offer to |
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BDM
BDM
BDM - Buildmax Limited - Declaration data relating to the partial offer to
Buildmax shareholders and renewal of cautionary
BUILDMAX LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1995/012209/06)
Share code: BDM ISIN: ZAE000011250
("Buildmax" or the "company")
DECLARATION DATA RELATING TO THE PARTIAL OFFER TO BUILDMAX SHAREHOLDERS AND
RENEWAL OF CAUTIONARY
1. INTRODUCTION
Shareholders are referred to announcements released on the Securities Exchange
News Service ("SENS"), the last of which was dated 5 August 2010, relating to,
amongst others, the offer by Brait IV Investment, L.P. and Brait IV SA
Partnership (together "Brait") and Coronation Asset Management (Proprietary)
Limited ("Coronation") to acquire 53.5% (fifty three point five per cent) of the
shares held by each of the Buildmax shareholders excluding shares held by (i)
Brait; (ii) Coronation; (iii) Westbrooke Capital Partners (Proprietary) Limited,
Westbrooke Investments (Proprietary) Limited and Westbrooke Special
Opportunities (Proprietary) Limited (together "Westbrooke"); and (iv)
Interactive Capital (Proprietary) Limited and Cream Magenta 36 (Proprietary)
Limited (together "Interactive"), at R0.25 (twenty five cents) per share ("the
partial offer").
2. REMAINING CONDITIONS
The partial offer is subject to the following remaining conditions:
2.1 a majority of independent Buildmax shareholders in general meeting
approving a waiver of a mandatory offer under rule 8 of the Securities
Regulation Code and Rules of the Securities Regulation Panel ("SRP") (the
"Code") that would otherwise be required to be made by Brait and Coronation to
minority Buildmax shareholders (the "waiver") as a result of the increase in
their shareholding in Buildmax that is anticipated to result from the
acquisition described in 2.3 below, subject to Brait and Coronation making the
partial offer;
2.2. the SRP, subject to the approval of the waiver by a majority of independent
Buildmax shareholders and after considering representations (if any) by any
interested party under the provisions of the Code, granting a dispensation to
Brait and Coronation from the obligation to make a mandatory offer; and
2.3 the implementation of the acquisition by Brait and Coronation of
approximately 16% of the issued share capital of the company in equal portions
of 8% from Westbrooke and Interactive respectively, representing 53.5% of each
of their respective shareholdings, at R0.25 (twenty five cents per share)
Brait and Coronation will make the partial offer on terms to be contained in a
circular to be posted to Buildmax shareholders on or about Monday, 6 September
2010 ("partial offer circular").
The indicative salient dates and times relating to the partial offer are set out
below:
2010
General meeting to approve the waiver at 14h00 Monday, 30 August
on
Last day to trade to participate in the
partial offer Friday, 3 September
Posting of partial offer circular on Monday, 6 September
Opening date of the partial offer (09h00) on Monday, 6 September
Record date for participating in the partial Friday, 10 September
offer on
Monday, 27 September
Partial offer closes (12h00) on
Results of the partial offer to be released on Tuesday, 28 September
SENS on
Results of the partial offer to be published Wednesday, 29 September
in the press on
Notes:
- The above dates and times are subject to change. Any changes will be released
on SENS and published in the press.
- Shareholders may not dematerialise or rematerialise their shares between the
business day after the last day to trade and the record date, both days
inclusive.
- Dematerialised shareholders are required to notify their Central Securities
Depository Participant ("CSDP") or broker of the acceptance of the partial offer
by the cut-off time stipulated by their CSDP or broker in terms of their
agreement with the CSDP or broker.
- In the case of dematerialised shareholders who have accepted the partial
offer, once the offer has opened, payment will be made within five business days
of accepting the partial offer by crediting their accounts at the CSDP or
broker, as the case may be.
- In the case of certificated shareholders who have accepted the partial offer,
once the offer has opened, payment will be made by cheque or deposited directly
into the shareholder`s bank account within five business days of accepting the
partial offer.
3. RENEWAL OF CAUTIONARY
Further to the cautionary announcements dated 24 May 2010, 7 July 2010 and 5
August 2010, shareholders are advised that an announcement setting out the
financial effects of the proposed R300 million (three hundred million)
renounceable rights offer will be published in due course. Accordingly,
shareholders are advised to continue exercising caution when dealing in Buildmax
shares until the publication of the financial effects.
20 August 2010
Corporate advisor, legal advisor and sponsor to Buildmax
Java Capital
Financial advisor to Buildmax
Macquarie First South Advisers (Proprietary) Limited
Independent advisor to Buildmax
PKF Corporate Finance (Proprietary) Limited
Legal advisor to Brait
Read Hope Phillips Attorneys
Corporate advisor to Brait
QuestCo (Proprietary) Limited
Date: 20/08/2010 14:35:01 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.
