| Fri 17 Dec 2010, 12:00 | | GEN - Further information on salient dates and times in relation to Kansai`s |
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JSE
GEN
GEN - Further information on salient dates and times in relation to Kansai`s
offer to shareholders of Freeworld Coatings Limited ("Freeworld")
Kansai Paint Co.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
Further information on salient dates and times in relation to Kansai`s offer to
shareholders of Freeworld Coatings Limited ("Freeworld")
1. POSTING OF CIRCULAR
The shareholders of Freeworld are referred to Kansai`s announcement, dated 15
December 2010, informing shareholders that Kansai posted the offer circular
containing the detailed terms and conditions of its Offer to Freeworld
shareholders ("Circular").
2. SALIENT DATES AND TIMES
The offer opened at 09:00 on Wednesday, 15 December 2010
Date by which the offer is expected to be Thursday, 3 February 2011
declared unconditional as to acceptances,
which will be released on SENS on
Announcement of the offer declared Friday, 4 February 2011
unconditional as to acceptances expected to
be published in the South African press on
Last day to trade in Freeworld shares in Friday, 11 February 2011
order to participate in the offer
Freeworld shares trade "ex" the offer Monday, 14 February 2011
Record date in order to participate in the Friday, 18 February 2011
offer at 12:00 on
The offer closes at 12:00 on ("closing date") Friday, 18 February 2011
Results of the offer to be released on SENS Monday, 21 February 2011
and published in the South African press on
Anticipated date by which Competition Tuesday, 12 April 2011
Commission approval is expected to be granted
Anticipated fulfillment date Tuesday, 26 April 2011
Announcement of the fulfillment of the Thursday, 28 April 2011
conditions anticipated to be released on SENS
and published in the South African press on
Payment date Notes 6 and 7 below refer
Notes:
1. The definitions and interpretations on pages 9 to 12 of the Circular
apply to this announcement and the salient dates and times stated
above.
2. The abovementioned dates and times are South African dates and times,
and are subject to change. Any such change shall be released on SENS
and published in the South African press.
3. Kansai reserves, in its sole and absolute discretion, the right to
extend the offer period and the long-stop date, in which event all
amended dates and times relating to the offer will be released on SENS
and published in the South African press as per note 2 above.
4. Dematerialised shareholders wishing to accept the offer are required
to notify their CSDPs or brokers, as the case may be, of their
intention to accept the offer in the manner stipulated in the custody
agreements entered into between such dematerialized shareholders and
their CSDPs or brokers.
5. Certificated shareholders wishing to accept the offer are required to
complete the form of acceptance, transfer and surrender (pink) of the
Circular in accordance with the instructions therein to be received by
the transfer secretaries by no later than 12:00 on the closing date.
6. Following the closing date, the offer consideration payable to:
6.1 dematerialised shareholders will be paid into their accounts with
their CSDPs or brokers at their risk, and dealt with in terms of
the custody agreements entered into between such dematerialised
shareholders and their CSDPs or brokers, within 7 days of the
fulfillment date;
6.2 certificated shareholders will be transferred or posted (as the
case may be), by ordinary mail, at the risk of the certificated
shareholders concerned, upon receipt by the transfer secretaries
of the form of acceptance, transfer and surrender as attached to
the Circular, together with the relevant documents of title (in
negotiable form), within 7 days of the fulfillment date.
7. In the event that the conditions are not fulfilled by the long-stop
date (as extended by Kansai), the contract of sale and purchase
contemplated by the offer will not come into effect and all documents
of title surrendered by the offerees in respect of the offer will be
returned to the offerees concerned, at the risk of the relevant
offerees.
8. In the event that the conditions are not fulfilled, dematerialised
shareholders are reminded that because the offer is conditional, if
they notify their CSDPs or brokers, as the case may be, of their
acceptance of the offer in anticipation of the conditions being
fulfilled, they will not be able to trade their Freeworld shares from
the date that they notify their CSDPs or brokers, as the case may be,
of their acceptance of the offer until the date the contract of sale
and purchase contemplated by the offer does not come into effect due
to the conditions not being fulfilled.
9. In the event that the conditions are not fulfilled, certificated
shareholders are reminded that because the offer is conditional, if
they surrender their documents of title and accept the offer in
anticipation of the conditions being fulfilled, they will not be able
to trade their Freeworld shares from the date that they surrender
their documents of title until the date the contract of sale and
purchase contemplated by the offer does not come into effect due to
the conditions not being fulfilled.
10. Offerees are advised that should they notify their CSDPs or brokers,
as the case may be, of their acceptance of the offer, in the case of
dematerialised shareholders, or should they surrender documents of
title and accept the offer, in the case of certificated shareholders,
for their offer shares on or before the closing date of Friday, 18
February 2011, or any revised closing date, they are not permitted to
sell or trade their offer shares until the date the contract of sale
and purchase contemplated by the offer does not come into effect due
to the conditions not being fulfilled and, in the case of certificated
shareholders, the documents of title are returned.
11. Freeworld shareholders wishing to participate in the offer may not
dematerialise or re-materialise their existing Freeworld shares
between 14 February 2011 and 18 February 2011, both days inclusive.
DIRECTORS` RESPONSIBILITY STATEMENT
Enquiries
Kansai
Nauman Malik
Head of Corporate Strategy
+603 3341 5333
Nomura
Andrew McNaught
+44 (0)207 102 3475
Jason Hutchings
+44 (0)207 102 1699
Newman Lowther & Associates
Jan Newman
+27 (0)21 673 7000
Ben Lowther
+27 (0)21 673 7000
Financial Dynamics
Grant Henry, +27 (0)11 214 2406 or +27 (0)82 561 7172
Ravin Maharaj, +27 (0)11 214 2410 or +27 (0)83 447 5158
Financial advisors
NOMURA
NEWMAN LOWTHER & ASSOCIATES
Legal advisors
BOWMAN GILFILLAN
PR advisors
FD
Date: 17/12/2010 12:00:01 Produced by the JSE SENS Department.
