| Fri 1 Oct 2010, 14:42 | | BDM - Buildmax Limited - Results of the partial offer and update on the rights |
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BDM
BDM
BDM - Buildmax Limited - Results of the partial offer and update on the rights
offer
Buildmax Limited
(Registration No. 1995/012209/06)
Share Code: BDM ISIN Code: ZAE000011250
("Buildmax" or "the company")
RESULTS OF THE PARTIAL OFFER AND UPDATE ON THE RIGHTS OFFER
Buildmax shareholders are referred to the circular dated 6 September 2010
containing details of the partial offer made by Brait IV Investment L.P and
Brait IV SA Partnership (together "Brait")and Coronation Asset Management
(Proprietary) Limited ("Coronation") to 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 (iv) Interactive Capital
(Proprietary) Limited and Cream Magenta 36 (Proprietary) Limited) to acquire
53,5% of the ordinary shares in the company held by them for a purchase
consideration of 25 cents per Buildmax share ("the partial offer").
The partial offer closed on Monday, 27 September 2010. Acceptances in respect of
144 268 070 shares, representing 13.9% of the issued share capital of the
company, were received.
THE RIGHTS OFFER
Shareholders are referred to the announcements released on the Securities
Exchange New Service ("SENS") between 7 July 2010 and 30 August 2010 in relation
to the renounceable rights offer to be undertaken by Buildmax ("rights offer").
In terms of the rights offer Buildmax shareholders will be offered a total of 2
404 016 261 new Buildmax shares ("rights offer shares") at an issue price of
12.5 cents each in the ratio of 2.31 new Buildmax shares for every ordinary
share held by them on the record date for participation in the rights offer.
Buildmax shareholders will not have the right to apply for any rights offer
shares in excess of their entitlement.
FOREIGN SHAREHOLDERS
Foreign shareholders may be affected by the rights offer, having regard to
prevailing laws in their relevant jurisdictions. Such shareholders should
inform themselves about and observe any applicable legal requirements of such
jurisdiction in relation to all aspects of the rights offer that may affect them
and should refer to the rights offer circular for details of the rights offer
and the laws and regulations governing the rights offer. Any Buildmax
shareholder who is in doubt as to his position with respect to the rights offer
in any jurisdiction should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
Note to US Shareholders:
The rights offer shares will not be registered with the US Securities and
Exchange Commission under the US Securities Act of 1933, as amended, or any US
state securities laws.
Buildmax shareholders who are citizens or residents of the US are advised that
the rights offer shares have not been and will not be registered under the US
Securities Exchange Act of 1934, as amended.
SALIENT DATES OF THE RIGHTS OFFER
Subject to the registration of the rights offer circular, forms of instruction
and other documents with the Companies and Intellectual Property Registration
Office, as required by Section 146A of the Companies Act (Act 61 of 1973) by
Friday, 8 October 2010, the salient dates of the rights offer will be as
follows:
2010
Finalisation announcement released on SENS on Friday, 8 October
Finalisation announcement published in the press Monday, 11 October
on
Last day to trade in Buildmax shares in order to Friday, 15 October
participate in the rights offer on
Listing and trading of letters of allocation on Monday, 18 October
the JSE under the JSE code: BDMN and ISIN
ZAE000150652 on
Buildmax shares commence trading on the JSE Monday, 18 October
ex-rights offer entitlement on
Record date for determination of shareholders Friday, 22 October
entitled to participate in the rights offer
(initial record date) on
Rights offer opens at 09:00 on Monday, 25 October
Rights offer circular and forms of instruction Monday, 25 October
posted to shareholders, where applicable
Dematerialised shareholders will have their Monday, 25 October
accounts at their Central Securities Depository
Participant ("CSDP") or broker automatically
credited with their entitlement on
Certificated shareholders on the register will Monday, 25 October
have their entitlement credited to an account held
with the transfer secretaries on
Last day to trade letters of allocation on the JSE Friday, 5 November
on
Maximum number of rights offer shares listed and Monday, 8 November
trading therein commences on the JSE
Rights offer closes at 12:00 on (see note 1) Friday, 12 November
Record date for letters of allocation (final Friday, 12 November
record date)
Rights offer shares issued on Monday, 15 November
Results of rights offer announced on SENS on Monday, 15 November
Dematerialised shareholders` accounts updated and Monday, 15 November
debited with the cost of the take-up by their CSDP
or broker, and certificates posted to certificated
shareholders (in respect of the rights offer
shares)
Results of rights offer announced in the press on Tuesday, 16 November
Certificates posted to certificated shareholders Wednesday, 17 November
(in respect of the rights offer shareholders) on
or about
Notes:
1 Dematerialised shareholders are required to inform their CSDP or broker of
their instructions in terms of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and its CSDP or broker.
2 Share certificates may not be dematerialised or rematerialised between
Monday, 18 October 2010 and Friday, 22 October 2010, both days inclusive.
3 Dematerialised shareholders will have their accounts at their CSDP or
broker automatically credited with their rights entitlement and
certificated shareholders will have their rights entitlement credited to a
nominee account at Computershare Investor Services (Proprietary) Limited.
4 CSDPs effect payment in respect of dematerialised shareholders on a
delivery-versus-payment method.
5 The dates above are subject to change. Any changes will be released on
SENS.
Centurion
1 October 2010
Corporate advisor, legal advisor and sponsor
Java Capital
Financial advisor to Buildmax
Macquarie First South Advisers (Proprietary) Limited
Reporting accountants and auditors
PKF (Jhb) Inc
Independent Technical and Economic Advisor
Venmyn Rand (Proprietary) Limited
Underwriters
Brait IV Investment L.P represented by SAPEF GP Limited;
Brait IV SA Partnership represented by Brait Private Equity GP IV (Proprietary)
Limited; and
Coronation Asset Management (Proprietary) Limited
Corporate advisor to Brait
QuestCo (Proprietary) Limited
Legal advisor to Brait
Read Hope Phillips Attorneys
Date: 01/10/2010 14:42:00 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.
