| Fri 30 Dec 2011, 12:43 | | BEG/BEGP2 - Beige Holdings Limited - Acquisition and withdrawal of cautionary |
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BEG BEGP2
BEG
BEG/BEGP2 - Beige Holdings Limited - Acquisition and withdrawal of cautionary
announcement
BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
("Beige" or "the Company")
ISIN Code: ZAE000034161 :Share code: BEG
ISIN Code: ZAE000154787 :Share code: BEGP2
ACQUISITION BY THE LION MATCH COMPANY (PROPRIETARY) LIMITED ("LION MATCH") OF A
CONTROLLING INTEREST IN BEIGE HOLDINGS LIMITED, INFORMATION REGARDING A
MANDATORY OFFER TO BEIGE SHAREHOLDERS, DISCLOSURE OF DISPOSAL AND ACQUISITION
OF SECURITIES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Beige shareholders are referred to the cautionary announcements published
by Beige on 19 October 2011, 2 November 2011 and 15 November 2011 regarding
a potential change in control of the company and are advised that Lion
Match has acquired 562 841 737 ordinary Beige shares ("the acquisition
shares") from Thebe Investment Corporation (Pty) Ltd ("Thebe"),
representing 34.49% of the issued share capital (including treasury
shares)and 36.45% of the voting rights (excluding treasury shares) in
Beige, at a price of R0.08 per ordinary share ("the acquisition").
In terms of section 123 of the Companies Act No 71 of 2008 (as amended)
("the Act") read with the Takeover Regulations promulgated in terms of the
Act ("the Takeover Regulations"), the acquisition represents a change in
control of Beige and is an affected transaction. Lion Match is accordingly
required to extend a mandatory offer to:
* the remaining ordinary shareholders of Beige to acquire any or all of
the ordinary shares held by them (the "Ordinary Share Offer") at the
highest price paid by Lion Match for the acquisition shares, being
R0.08 per ordinary share; and
* the holders of the variable rate, cumulative, non-participating,
convertible, redeemable preference shares in Beige ("preference
shares") to acquire any or all of the preference shares held by them
at a comparable offer price (the "Preference Share Offer").
The Ordinary Share Offer and the Preference Share Offer are jointly
referred to as the "Offer".
2 THE MANDATORY OFFER
2.1 Ordinary Share Offer
Lion Match ("the Offeror") must extend a cash offer, as required in
terms of section 123(4) of the Act, to all the remaining holders of
Beige ordinary shares to acquire all or part of their ordinary
shareholding at an offer price of at least R0.08 per ordinary share.
2.2 Preference Share Offer
In terms of section 125 of the Act, the Offeror must extend an offer
that is comparable to the Ordinary Share Offer to the holders of Beige
preference shares to acquire all or part of their preference share
shareholding. The Offeror has advised the Board of Beige (the "Beige
Board" or the "Board") that it will extend such an offer at a proposed
price of R1.28 per preference share to be settled in cash.
The Board has advised the Offeror that, in its opinion, R1.28 per
preference share does not represent a comparable offer in terms of the
Act and the Company has been engaging with the Offeror in order to
reach an agreed methodology for calculating a comparable offer. In
the opinion of the Company, the quantum of the comparable offer should
be higher than the originally proposed R1.28 per preference share.
Following these discussions, the Offeror has agreed to obtain
independent expert advice regarding a possible review of the intended
comparable offer price before making a firm intention announcement in
respect of the Offer (a "Firm Intention Announcement") as required in
terms of the Act.
2.3 Appointment of Independent Expert to Advise on the Fairness and
Reasonableness of the Offer and Comparable Offer
Following receipt of independent advice by the Offeror on the
comparable offer and the release of a Firm Intention Announcement ,
the Beige Board will, in accordance with the provisions of the Act and
the Takeover Regulations, appoint an independent expert, as required
in terms of section 114(2) of the Act, read with regulation 90(1) and
regulation 110 of the Takeover Regulations to advise and report to the
Board on both the Ordinary Share Offer and the Preference Share Offer
by way of a fair and reasonable opinion. The independent expert`s
full report as well as the Board`s opinion on the offer consideration
in respect of both the Ordinary Share Offer and the Preference Share
Offer will be included in a circular to be posted to Beige
shareholders.
2.4 Conditions precedent to the Offer
The Offer remains subject to Lion Match receiving the approval and
consent of all relevant regulatory authorities required to implement
the Offer.
3 DOCUMENTATION
Details of the Firm Intention Announcement will be released on SENS in due
course, following which a circular(s) containing details of the Offer and
the Offer consideration and the Beige Board`s view thereon will be posted
to shareholders.
4 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that following the release of this announcement,
it is no longer necessary to exercise caution when dealing in the Company`s
securities.
5 DISCLOSURE OF DISPOSAL AND ACQUISITION OF SECURITIES
In accordance with section 122(3(b)of the Act and section 3.83(b) of the
JSE Listings Requirements, Beige shareholders are hereby advised that Beige
has received formal notification in the prescribed form that Thebe has
disposed of its entire interest in the securities of the Company.
Simultaneously, the Company has been advised that Lion Match has acquired
securities in the Company equating to 34.49% of the issued share capital.
Johannesburg
30 December 2011
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 30/12/2011 12:43:01 Produced by the JSE SENS Department.
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