| Tue 19 Apr 2011, 17:08 | | GEN - General - Kansai Paint Co. Ltd - Announcement Regarding Competition |
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JSE
GEN
GEN - General - Kansai Paint Co., Ltd - Announcement Regarding Competition
Commission Approval of Kansai`s Offer For Freeworld Coatings Limited and Earlier
Fulfilment and Payment Date
Kansai Paint Co., Ltd.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
ANNOUNCEMENT REGARDING COMPETITION COMMISSION APPROVAL OF KANSAI`S OFFER FOR
FREEWORLD COATINGS LIMITED AND EARLIER FULFILMENT AND PAYMENT DATE
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. COMPETITION COMMISSION APPROVAL
Kansai is pleased to report that, on 18 April 2011, the Competition Commission
conditionally approved the proposed merger of Kansai and Freeworld. To the
extent that the conditions may result in a material adverse change to Freeworld
(as defined in Kansai`s circular), Kansai has elected to accept such conditions
for the purpose of implementing Kansai`s offer.
Kansai has always believed that the merger would be cleared in view of the the
substantial pro-competitive and public interest gains that are likely to arise
from its participation in the South African coatings market.
The Competition Commission has approved the merger subject to public interest
conditions which are primarily aimed at limiting any retrenchments as a result
of the merger, ensuring that Freeworld maintains or expands Freeworld`s local
manufacturing facilities and continues with research and development in South
Africa. In addition, the Competition Commission requires the merged entity to
divest of Freeworld`s automotive coatings business and to conclude a BEE
transaction within a period of 2 years or, upon consent of the Competition
Commission, within an additional period of 1 year.
3. STATEMENT BY THE CHAIRMAN OF KANSAI
In a statement released this morning, the Chairman of the Board of Kansai, Shoju
Kobayashi, stated that: "Having received the approval of the South African
competition authorities, Kansai looks forward to engaging with the management
and employees of Freeworld in respect of the future strategic development and
direction of Freeworld. Kansai appreciates the loyalty that the Freeworld
employees have shown through this period of uncertainty, and looks forward to a
strong partnership with them in the future. As has been indicated in the past,
Kansai views Freeworld as a platform for further development in South Africa and
Africa, and sees its acquisition as an opportunity to strengthen the linkages
between Japan and South Africa in building a strong African business benefiting
from Kansai`s global reach and capabilities."
4. OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Freeworld shareholders are advised that following:
* the Competition Commission`s conditional approval of Kansai`s offer and
Kansai`s subsequent acceptance of those conditions for the purpose of
implementing Kansai`s offer; and
* the clearance by the Zambian competition authorities and ring-fencing measures
which have been implemented in Namibia and Swaziland enabling the implementation
of Kansai`s offer in South Africa pending competition clearance in the
aforementioned jurisdictions,
Kansai`s offer is hereby declared unconditional in all respects.
5. EARLIER FULFILMENT DATE AND PAYMENT DATE
Following the conditional approval of Kansai`s offer, Kansai is pleased to
announce that it has decided to proceed with the implementation of the
transaction without delay, such that the fulfilment date has been brought
forward from the anticipated date of 9 May 2011 to today, 19 April 2011, and
payment shall occur within 7 calendar days of this announcement.
6. SECTION 440K(3) OF THE COMPANIES ACT
Freeworld shareholders that have not tendered all of their Freeworld shares
under Kansai`s offer ("Remaining Shareholders") are reminded that they are
entitled to invoke the provisions of section 440K(3)(b) of the Companies Act to
have all of their Freeworld shares not tendered under Kansai`s offer ("Remaining
Shares") compulsorily acquired by Kansai.
As set out in Kansai`s notice which was posted to Remaining Shareholders on 17
March 2011 ("Kansai`s Notice") and Kansai`s announcement released on SENS on 18
March 2011, Remaining Shareholders have until 12:00 on 18 June 2011 to invoke
the provisions of section 440K(3)(b) of the Companies Act in terms of which
Kansai will be required to acquire all (and not some only) of their Remaining
Shares, 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.
7. REVISED TIMETABLE
As a consequence of the change of the fulfilment date for Kansai`s offer to
today, 19 April 2011, as opposed to 9 May 2011 as indicated in Kansai`s previous
announcement released on SENS on 11 March 2011 and published in the South
African press on 14 March 2011, the important dates and times of Kansai`s offer
are as follows:
The offer opened at 09:00 on Wednesday, 15 December 2010
Date on which the offer was declared
unconditional as to acceptances, as released
on SENS on Thursday, 3 February 2011
Announcement of the offer being declared
unconditional as to acceptances published in
the South African press on Friday, 4 February 2011
Last day to trade in Freeworld shares in order
to participate in the offer Friday, 11 February 2011
Freeworld shares traded "ex" the offer Monday, 14 February 2011
Record date in order to participate in the
offer at 12:00 on Friday, 18 February 2011
The offer closed at 12:00 on ("closing date") Friday, 18 February 2011
Results of the offer released on SENS and
published in the South African press on Monday, 21 February 2011
Date on which Competition clearance was granted Monday, 18 April 2011
Fulfilment date Tuesday, 19 April 2011
Announcement of the fulfilment of the conditions
published in the South African press on Wednesday, 20 April 2011
Last date on which Freeworld shareholders who
did not accept the offer may invoke
section 440K(3)(b) of the Companies Act
to require Kansai to acquire all of their
Freeworld shares Saturday, 18 June 2011
Payment date Note 2 below refers
Notes:
1. The abovementioned dates and times are South African dates and times.
2. The offer consideration payable to:
2.1 dematerialised shareholders will be paid into their accounts with their
Central Securities Depository Participants ("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 calendar days of the fulfilment date;
2.2 certificated shareholders will be transferred or posted (as the case
may be), by ordinary mail, at the risk of the certificated shareholders
concerned, provided the transfer secretaries have received the form of
acceptance, transfer and surrender as attached to Kansai`s circular,
together with the relevant documents of title (in negotiable form), within
7 calendar days of the fulfilment date.
8. RESTRICTIONS ON SALE AND TRADE
Offerees are advised that the contract of sale and purchase contemplated by
Kansai`s offer has come into effect today and 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.
Remaining Shareholders are advised that the contract of sale and purchase
contemplated by Kansai`s offer has come into effect today and 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 (or the analogous provision of the
Companies Act, 2008) 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")
on or before 12:00 on 18 June 2011, they are not permitted to sell or trade such
Freeworld shares.
9. 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: 19/04/2011 17:08:49 Produced by the JSE SENS Department.
