| Fri 17 Dec 2010, 12:17 | | GEN - Kansai Paint Co - Replacement of announcement sent at 12h00 - |
|
JSE
GEN
GEN - Kansai Paint Co - Replacement of announcement sent at 12h00 -
Publication of offer timetable by Kansai in respect of its cash offer to
acquire all the issued shares of Freeworld not already owned by Kansai at R12
per share
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 Friday, 18 February 2011
date")
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
The board of directors of Kansai, having considered all information contained
in this announcement, accepts full responsibility for the accuracy of such
information and certifies that, to the best of its knowledge and belief
(having taken all reasonable care to ensure that this is the case), the
information contained in this document is in accordance with the facts and
that nothing that is likely to affect the import of this information has been
omitted.
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 12:17:21 Produced by the JSE SENS Department.
