| Thu 3 Feb 2011, 17:48 | | GEN - General - Replacement of announcement sent at 16:46 - Kansai`s offer to |
|
JSE
GEN
GEN - General - Replacement of announcement sent at 16:46 - Kansai`s offer to
the shareholders of Freeworld Coatings Limited declared unconditional as to
acceptances
Kansai Paint Co., Ltd.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
Kansai`s offer to the shareholders of Freeworld Coatings Limited declared
unconditional as to acceptances
(1). INTRODUCTION
The shareholders of Freeworld Coatings Limited ("Freeworld") are referred to
Kansai`s offer circular to Freeworld shareholders dated 15 December 2010
("Kansai`s circular"), which sets out the terms and conditions of Kansai`s cash
offer to Freeworld`s shareholders ("Kansai`s offer").
Definitions found on pages 9 to 12 of Kansai`s circular have been used in this
announcement. Copies of Kansai`s circular can be found at
http://www.Kansai.co.jp/global_site/ir/offer_documents/index.html.
(2). KANSAI`S OFFER UNCONDITIONAL AS TO ACCEPTANCES
The shareholders of Freeworld are hereby informed that Kansai has declared
Kansai`s offer unconditional as to acceptances.
As at 17:00 on Thursday, 3 February 2011, Kansai has been informed that
acceptances of Kansai`s offer have been tendered from Freeworld shareholders
representing at least 83 911 660 of the offer shares, which represents at least
56.82% of the offer shares, and at least 41.16% of the Freeworld shares in
issue.
Prior to launching Kansai`s offer, Kansai already owned, and continues to own,
56 193 663 Freeworld shares, representing 27.56% of the Freeworld shares in
issue.
Accordingly, the aggregate of the Freeworld shares already owned by Kansai and
those already tendered under Kansai`s offer, is at least 140 105 323 Freeworld
shares, which represents at least 68.72% of the Freeworld shares in issue.
In declaring Kansai`s offer unconditional as to acceptances, Kansai is
exercising its discretion to lower the minimum acceptance threshold set out in
Kansai`s circular.
Freeworld shareholders are advised that the provisions of paragraph 3.6 ("Right
to invoke section 440K") of Kansai`s circular remain valid, notwithstanding
Kansai`s decision to lower the minimum acceptance threshold. Accordingly,
Freeworld shareholders are advised that, if Kansai receives acceptances of the
offer representing nine-tenths or more of all the offer shares by the closing
date, Kansai reserves the right, in its sole and absolute discretion, to invoke
the provisions of Section 440K of the Companies Act to compulsorily acquire all
offer shares in respect of which the offer was not accepted. Freeworld
shareholders should also note that, if the nine-tenths threshold set out in
section 440K(3) of the Companies Act is reached, any Freeworld shareholder may
require Kansai to acquire its Freeworld shares in accordance with the provisions
of section 440K(3) of the Companies Act.
(3). OTHER CONDITIONS TO KANSAI`S OFFER
Kansai`s offer only remains subject to the fulfilment of the condition that
unconditional approval, or approval subject to conditions that will not result
in a material adverse change (as defined in Kansai`s circular), is obtained in
terms of the Competition Act for the implementation of Kansai`s offer (although
Kansai reserves the right to accept any condition that does result in a material
adverse change).
Shareholders are also informed that the condition relating to exchange control
approval contained in Kansai`s circular has been satisfied.
(4). CLOSING DATE
The last day to trade in order to be eligible to participate in Kansai`s offer
is the close of trading on Friday, 11 February 2011.
The record date in order to participate in Kansai`s offer is at 12:00 on Friday,
18 February 2011.
Freeworld shareholders are reminded that Kansai`s offer will remain open for
acceptances for a further 14 days until 12:00 on Friday, 18 February 2011,
provided that Kansai, in its sole and absolute discretion, but in accordance
with the SRP Code and any other applicable laws, may extend the closing date. In
such event, all amended dates and times will be released on SENS and published
in the South African press.
(5). RESTRICTIONS ON SALE AND TRADE
Offerees are advised that should they notify their Central Securities Depository
Participants ("CSDPs") or brokers, as the case may be, of their acceptance of
Kansai`s 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 Kansai`s 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.
(6). 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 Nomura Newman Lowther & Associates
Nauman Malik Andrew McNaught Jan Newman
Head of Corporate Strategy +44 (0)207 102 3475 +27 (0)21 673 7000
+603 3341 5333 Jason Hutchings Ben Lowther
+44 (0)207 102 1699 +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 ATTORNEYS
PR advisors
FD
Date: 03/02/2011 17:48:41 Produced by the JSE SENS Department.
