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JSE
GEN
GEN - General - Firm Intention Acquisition by The Lion Match Company
(Proprietary) Limited
FIRM INTENTION ANNOUNCEMENT BY THE LION MATCH COMPANY (PROPRIETARY) LIMITED,
REGISTRATION NUMBER 1998/008912/07, TO MAKE A MANDATORY OFFER UNDER SECTION
123 OF THE COMPANIES ACT NO. 71 OF 2008 TO REMAINING ORDINARY AND PREFERENCE
SHAREHOLDERS OF BEIGE HOLDINGS LIMITED
1. INTRODUCTION
1.1 The Lion Match Company (Proprietary) Limited, Registration No.
1998/008912/07 ("Lion Match") advises that it has made an
acquisition of securities comprising 562 841 737 ordinary shares
("the acquisition shares") in the issued share capital of BEIGE
Holdings Limited, Registration No. 1997/006871/06 ("BEIGE") 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 purchase price of R0.08 per ordinary share (the "Acquisition").
1.2 In terms of Section 123 of the Companies Act No 71 of 2008 (as
amended) ("the Act") read with the Takeover Regulation 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 according required to extend a mandatory
offer to:
1.2.1 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
1.2.2 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 herein as the "Offer".
2. EXISTING SECURITIES OF OFFEROR AND BENEFICIAL INTEREST
2.1 The existing securities of Lion Match as the Offeror comprise:-
2.1.1 562 841 737 ordinary shares ("the acquisition shares") in
the issued share capital of BEIGE Holdings Limited,
Registration No. 1997/006871/06 ("BEIGE") acquired 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 purchase price
of R0.08 per ordinary share (the "Acquisition").
2.1.2 Lion Match does not hold any preference shares in BEIGE.
2.2 There are no beneficial interests in BEIGE:-
2.2.1 held or controlled directly or indirectly by the Offeror
or by any person acting in concert with the Offeror or by
any other person in respect of which the Offeror has
received an irrevocable commitment to accept or vote in
favour of the Offer;
2.2.2 in respect of which the Offeror holds an offer to
purchase; or
2.2.3 in respect of which any person acting in concert with the
Offeror holds an option to purchase.
3. MECHANISM OF THE OFFER
The Offer will be implemented by way of simultaneous concurrent Cash
Offers by Lion Match to the remaining Ordinary Shareholders of BEIGE
other than Lion Match as well as to all of the Preference Shareholders of
BEIGE (the "Offerees`) in terms of Section 123 of the Act as a Mandatory
Offer and will be proceeded with in accordance with the prescribed
requirements of the Act and the Regulations prescribed under the Act.
4. TERMS OF THE OFFER AND COMPETITION COMMISSION CONDITION
The consideration payable in terms of the Offer, which will be
conditional upon the Competition Commission approving (or exempting) the
acquisitions made under the Offer to the extent that this may be
necessary or required, will be:-
4.1 a cash payment of 8c (EIGHT CENTS) per Offer Share for each Ordinary
Share in BEIGE held respectively by each of the remaining ordinary
shareholders of BEIGE other than Lion Match; and
4.2 a cash payment of R1,28 (ONE RAND TWENTY EIGHT CENTS) per Offer
Share for each Preference Share held respectively by each of the
preference shareholders of BEIGE.
5. CASH CONFIRMATION
Standard Bank Limited of South Africa Limited being the Banker`s of Lion
Match have confirmed that the resources will be available to sufficiently
satisfy full acceptance of the requisite statutory Mandatory Offer to be
made individually to each and every remaining Shareholder of BEIGE other
than Lion Match in respect of the Offer, as is required in terms of the
Rules of the Takeover Regulation Panel.
6. CAUTIONARIES
Shareholders of Lion Match are cautioned in that the Offer referred to
above could have a material affect on the price of their securities.
Holders of Securities are advised to exercise caution in dealing in their
securities pending the finalization of the proposed Mandatory Offer.
7. RESPONSIBILITY STATEMENT
Lion Match as Offeror:-
7.1 accepts responsibility for the information contained in this Firm
Intention Announcement;
7.2 declares that to the best of its knowledge and belief the
information contained herein is true;
7.3 declares that this Firm Intention Announcement does not omit
anything likely to affect the importance of the information
contained in it;
7.4 declares that to the best of its knowledge and belief the
comparative offer in respect of each preference share, consequent
upon detailed analysis, is equitable.
8. DOCUMENTATION - OFFEROR CIRCULAR POSTING DATE
8.1 A Circular to Ordinary Shareholders and Preference Shareholders of
BEIGE containing full and further details in respect of the Offer
will, subject to the approval of the Takeover Regulation Panel, be
posted to these Shareholders.
8.2 It is anticipated that the Offeror Circular will be posted to
Shareholders during February 2012 or within such longer period as
may be allowed by the Executive Director of the Transaction
Regulation Panel on good cause shown.
8.3 The Offers will remain open for acceptance at least 30 (THIRTY)
business days after the opening date of the Mandatory Offer which
will occur on the day after date of posting of the Circular.
DATED THE 27th DAY OF JANUARY 2012.
THE LION MATCH COMPANY (PROPRIETARY) LIMITED
c/o its Legal Advisor
STOWELL & CO ATTORNEYS
295 Pietermaritz Street
PIETERMARITZBURG
Telefax: 033 - 342 8840
Ref: B L Kurz
Date: 27/01/2012 07:05:43 Produced by the JSE SENS Department.
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