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FWD
FWD
FWD - Freeworld Coatings Limited - Acknowledgement of firm intention by Kansai
Paint Co Limited and renewal of cautionary announcement
FREEWORLD COATINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/021624/06
Share code: FWD ISIN: ZAE000109450
("Freeworld" or "the Company")
ACKNOWLEDGEMENT OF FIRM INTENTION BY KANSAI PAINT CO LIMITED TO MAKE AN OFFER TO
ACQUIRE ALL THE SHARES OF FREEWORLD NOT ALREADY OWNED BY KANSAI PAINT CO LIMITED
AT R12.00 PER SHARE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Freeworld shareholders are referred to the announcement released on SENS by
Kansai Paint Co Limited ("Kansai")on 13 December 2010 (the "firm intention
announcement") wherein Kansai advises Freeworld shareholders and the public of
the delivery by Kansai to the board of directors of Freeworld (the "Board") of a
letter (the "firm intention letter")stating Kansai`s firm intention to make an
offer to acquire all the issued shares of Freeworld not already owned by Kansai
for R12.00 a share (the "offer").
The Board confirms that it has received the firm intention letter.
The Board is in the process of appointing external advisors to provide
appropriate advice, as contemplated in Rule 3.1 of the Securities Regulation
Code on Takeovers and Mergers, regarding the offer. The advice of the external
advisors, as well as the view of the Board regarding the offer, will be
communicated to Freeworld shareholders in due course after publication by Kansai
of the offer document.
Contrary to the Kansai announcement the Board has always been ready to meet with
Kansai and discuss issues relating to their interest in Freeworld. This is
evident from the meetings already held. It is also indicated in all
correspondence with Kansai and reiterated in Freeworld`s most recent public
comment on this approach. Freeworld and Kansai have different views of possible
Competition related obstacles to a proposed acquisition by Kansai of Freeworld.
Discussions between the legal teams of these two companies have so far failed to
resolve these differences. It is the considered view of the Board that the only
way to resolve these differences is through an approach to the Competition
Commission. The Board initiated such an approach, which was opposed by Kansai.
Now that Kansai has made a firm offer possible Competition related issues will
be considered by the Commission.
In light of the above, Freeworld shareholders are advised to continue exercising
caution when dealing in Freeworld`s securities until a further announcement is
made.
Johannesburg
14 December 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
Date: 14/12/2010 17:45:23 Produced by the JSE SENS Department.
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