| Fri 18 Mar 2011, 7:45 | | GEN - Kansai Paint Co. Ltd - Announcement regarding the posting of section |
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JSE
GEN
GEN - Kansai Paint Co., Ltd - Announcement regarding the posting of section
440K(3)(a) notices by Kansai to shareholders of Freeworld Coatings Limited
that did not accept Kansai`s offer in respect of all of their Freeworld
shares
Kansai Paint Co., Ltd.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
ANNOUNCEMENT REGARDING THE POSTING OF SECTION 440K(3)(a) NOTICES BY KANSAI TO
SHAREHOLDERS OF FREEWORLD COATINGS LIMITED THAT DID NOT ACCEPT KANSAI`S OFFER
IN RESPECT OF ALL OF THEIR FREEWORLD SHARES
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 of R12.00 per Freeworld share to Freeworld`s shareholders
("Kansai`s offer").
Terms used but not separately defined in this announcement shall have the
meaning ascribed thereto in pages 9 to 11 of Kansai`s circular in accordance
with the rules of interpretation set out on page 12 of Kansai`s circular.
Copies of Kansai`s circular can be found at
http://www.Kansai.co.jp/global_site/ir/offer_documents/index.html.
2. SECTION 440K(3) OF THE COMPANIES ACT
Kansai`s offer closed on 18 February 2011, in accordance with the timetable
set out in Kansai`s circular. At the closing of the offer, Kansai had
received acceptances from Freeworld shareholders representing approximately
86.6% of the offer shares. Accordingly, the aggregate of the Freeworld
shares owned by Kansai and those tendered under Kansai`s offer represents
approximately 90.3% of the Freeworld shares in issue.
Based on the level of acceptances received in respect of Kansai`s offer,
Kansai will not be entitled to invoke the provisions of section 440K(1) of
the Companies Act to compulsorily acquire all offer shares in respect of
which Kansai`s offer was not accepted. However, due to the fact that Kansai
has or will become the holder of 90% or more of the Freeworld shares in issue
on the completion of Kansai`s offer, shareholders of Freeworld that have not
tendered all of their Freeworld shares under Kansai`s offer ("Remaining
Shareholders") will be entitled to invoke the provisions of section 440K(3)
of the Companies Act to have all of their Freeworld shares not tendered under
Kansai`s offer ("Remaining Shares") compulsorily acquired by Kansai.
Kansai is accordingly required within a month from the closing of Kansai`s
offer to give notice to the Remaining Shareholders, of the fact that it has
or will become the holder of 90% or more of the Freeworld shares in issue
("Kansai`s Notice"). Kansai`s Notice was posted on 17 March 2011. Remaining
Shareholders that do not receive Kansai`s Notice by registered post are
advised to liaise with their CSDP or Freeworld`s transfer secretaries, Link
Market Services South Africa (Proprietary) Limited (whose details are set out
in Kansai`s circular), in order to obtain a copy of Kansai`s Notice.
The Remaining Shareholders have consequently been given notice that as from
12:00 on 18 March 2011 until 12:00 on 18 June 2011, they may require Kansai
to acquire all (and not some only) of their Remaining Shares in terms of
section 440K(3)(b) of the Companies Act, and Kansai shall be entitled and
bound to acquire such Remaining Shares on the conditions under which the
Freeworld shares of the offerees who have accepted Kansai`s offer are to be
transferred to Kansai, including, without limitation, a consideration of
R12.00 per Freeworld share, or on such other conditions as may be agreed or
as the Court, on the application of either Kansai or a Remaining Shareholder,
may think fit to order.
3. RESTRICTIONS ON SALE AND TRADE
Offerees are advised that if they have notified their CSDPs or brokers, as
the case may be, of their acceptance of Kansai`s offer, in the case of
dematerialised shareholders, or if they have surrendered documents of title
and accepted the offer, in the case of certificated shareholders, for their
offer shares on or before 12:00 on the closing date of 18 February 2011, 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 remaining condition not being fulfilled and, in the
case of certificated shareholders, the documents of title are returned.
Remaining Shareholders are advised that should they notify their CSDPs or
brokers, as the case may be, of their notice in terms of section 440K(3)(b)
of the Companies Act in respect of their Remaining Shares, in the case of
Remaining Shareholders holding dematerialised shares, in terms of Kansai`s
Notice, or should they surrender their documents of title in respect of their
Remaining Shares, in terms of Kansai`s Notice, in the case of Remaining
Shareholders holding certificated shares ("Certificated Remaining
Shareholders"), they are not permitted to sell or trade such Freeworld shares
until the date the contract of sale and purchase contemplated by Kansai`s
offer does not come into effect due to the remaining condition not being
fulfilled and, in the case of Certificated Remaining Shareholders, the
documents of title are returned.
Notwithstanding the restrictions referred to above, the shareholders of
Freeworld are entitled to vote the Freeworld shares tendered in acceptance of
Kansai`s offer or their Remaining Shares in respect of which Kansai`s Notice
has been given or which have been tendered to Kansai in terms of section
440K(3)(b) of the Companies Act, at Freeworld`s annual general meeting
scheduled for 31 March 2011.
4. RECENT TRAGIC EVENTS IN JAPAN WILL NOT AFFECT KANSAI`S OFFER
Kansai wishes to confirm that, despite the tragic events that have taken
place in Japan over the last week, it remains committed to the completion of
Kansai`s offer in accordance with its terms and conditions, and that Kansai
remains fully capable of fulfilling its obligations in terms of Kansai`s
offer.
5. 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
Jason Hutchings
+44 (0)207 102 1000
Newman Lowther & Associates
Jan Newman
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 ATTORNEYS
PR advisors
FD
Date: 18/03/2011 07:45:01 Produced by the JSE SENS Department.
