| Mon 31 Jan 2011, 15:08 | | FWD - Freeworld Coatings Limited - Hearing of the Securities Regulation Panel on |
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FWD
FWD
FWD - Freeworld Coatings Limited - Hearing of the Securities Regulation Panel on
Takeovers and Mergers ("SRP") on 3 February 2011
FREEWORLD COATINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/021624/06
Share code: FWD ISIN: ZAE000109450
("Freeworld")
HEARING OF THE SECURITIES REGULATION PANEL ON TAKEOVERS AND MERGERS ("SRP") ON 3
FEBRUARY 2011
Freeworld shareholders are referred to the circular dated 17 January 2011
("Freeworld circular"), which was issued in response to the circular dated 15
December 2010 ("Kansai offer circular") setting out the offer by Kansai Paint
Co., Ltd ("Kansai`) to Freeworld shareholders to acquire all or a portion of the
Freeworld shares held by Freeworld shareholders other than Kansai or its
nominees ("offer").
The Freeworld board is concerned, as more fully set out in the Freeworld
circular, that the conditionality, structure and timing of the offer will not
permit Freeworld shareholders to be the ultimate decision-makers and will
prevent them from making an informed decision on an unconditional offer as the
current timetable has the effect that the offer remains in material respects
conditional long after it is required to be accepted. Moreover, Freeworld
shareholders who do accept the offer will be sterilised from accepting other
offers or from selling their shares on the JSE from the closing date (currently
18 February 2011) until the offer is declared unconditional regardless of their
circumstances. This period is anticipated by Kansai to end in late April 2011
but Kansai has reserved the right to extend this period indefinitely. Notably,
no interest is payable on the offer price, and consequently Freeworld
shareholders will receive no compensation for the time value of money during the
period in which they are unable to trade in their Freeworld shares.
The Freeworld board is satisfied that the timetable of the offer conflicts,
amongst other things, with the published Securities Regulation Code and the
Rules of the SRP which requires that shareholders must have sufficient
information and advice to enable them to reach a properly informed decision and
must have sufficient time to do so.
It is for these reasons of prejudice to Freeworld shareholders, as already
stated in the Freeworld circular, that the Freeworld board has noted an appeal
to the Appeal Committee of the SRP in respect of the timetable contained in the
Kansai offer circular, which appeal the Freeworld board believes is in the best
interests of Freeworld shareholders.
Freeworld shareholders are advised that the SRP has accepted the noting of the
appeal by Freeworld and that the hearing of the appeal has been set down for 3
February 2011. Freeworld shareholders will be advised of the outcome of the
appeal once it is available.
Freeworld shareholders who wish to make written representations to the Appeal
Committee of the SRP may do so by fax 011 642 9284, marked for the Attention of
the Appeal Committee, Securities Regulation Panel. Alternatively, such Freeworld
shareholders and their advisers may personally attend the hearing and make
representations at the offices of the SRP at:
Sunnyside Office Park
1st Floor, Building B
32 Princess of Wales Terrace
Parktown
Johannesburg
The independent committee of the Freeworld board, 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 announcement is in accordance with the facts
and that nothing that is likely to affect the import of this information has
been omitted.
Johannesburg
31 January 2011
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: 31/01/2011 15:08:08 Produced by the JSE SENS Department.
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