| Thu 31 Mar 2011, 13:20 | | FWD - Freeworld Coatings Limited - Adjournment of Annual General Meeting (AGM) |
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FWD
FWD
FWD - Freeworld Coatings Limited - Adjournment of Annual General Meeting ("AGM")
of Freeworld shareholders
FREEWORLD COATINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/021624/06
Share code: FWD ISIN: ZAE000109450
("Freeworld" or the "Company")
ADJOURNMENT OF ANNUAL GENERAL MEETING ("AGM") OF FREEWORLD SHAREHOLDERS
The AGM of Freeworld shareholders which commenced as scheduled at 11:00 today,
was adjourned by the chairman of the meeting prior to any of the resolutions set
out in the Notice of the meeting being considered.
The meeting has been adjourned until 14:30 on 28 April 2011, at The Saxon, 36
Saxon Road, Sandhurst, Sandton.
The grounds for adjournment appear from the statement read out by the chairman
at the meeting, as follows:
"A very substantial majority of this Company`s shareholders have accepted the
Kansai offer for their shares. This offer is now subject only to the
determination of the Competition Commission. This determination will be made by
no later than 18 April 2011. Should Kansai, which directly holds substantial
shares, and those parties that have provided Kansai with irrevocable commitments
to vote on a specified basis, seek to vote their shares on a concerted basis
prior to the Competition Commission`s determination, the Board has been advised
that this may constitute prior implementation of the proposed transaction. This
would contravene section 13A(3) of the Competition Act, and both Kansai and the
target company (Freeworld) could face substantial fines.
Our competition law advisors have discussed this issue with the Competition
Commission and the Commission`s view is that in the circumstances it would be
prudent to adjourn the meeting until the Competition Commission has rendered its
decision on Kansai`s application to acquire a majority interest in Freeworld.
I do not wish to restrict the rights of a substantial group of shareholders to
participate fully and freely in the AGM and in light of a possible illegality I
am invoking my inherent right as Chairman to adjourn today`s AGM to 28 April
2011, just over a week after the Competition Commission will have made its
decision in this regard available. Proxy votes will remain unaffected by the
adjournment.
I will be seeking a meeting with Kansai after the Competition Commission`s
ruling and before we resume the AGM. The purpose of this meeting will be to
ensure the fullest possible participation of all shareholders.
The meeting is adjourned until 14:30 on 28 April 2011 at the same venue."
Johannesburg
31 March 2011
Sponsor to Freeworld
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 31/03/2011 13:20:01 Produced by the JSE SENS Department.
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