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JSE
GEN
GEN - General - Summary of terms of Mandatory Offer by The Lion Match Company
(Pty) Ltd to ordinary and preference share holders of Beige Holdings Limited
THE LION MATCH COMPANY (PROPRIETARY) LIMITED
REGISTRATION NUMBER 1998/008912/07
SUMMARY OF TERMS OF MANDATORY OFFER BY THE LION MATCH COMPANY (PROPRIETARY)
LIMITED ("LION MATCH") TO ORDINARY AND PREFERENCE SHARE HOLDINGS OF BEIGE
HOLDINGS LIMITED (`BEIGE")IN TERMS OF SECTION 123 OF THE COMPANIES ACT 2008
("The OFFER")
1. INTRODUCTION
In terms of a Offeror Circular from Lion Match posted to all Ordinary and
Preference Shareholders of Beige on the 19th March 2012 Lion Match has made
a mandatory offer to acquire from all remaining Beige Shareholders all (or
part) of the Beige Shares in respect of which Lion Match receives valid
acceptances prior to the specified Closure Date. The Offer Consideration
will be discharged by means of a payment of a cash consideration by Lion
Match to the disposing Shareholders.
In respect of the ordinary share offer, BEIGE shareholders who agree to
accept the mandatory offer made by Lion Match, shall receive a cash payment
of R0.08 (EIGHT CENTS) for every 1 (ONE) ordinary BEIGE share disposed of
in terms of the mandatory offer.
In respect of the simultaneous preference share offer, BEIGE preference
shareholders who agree to accept the mandatory offer made by Lion Match
shall receive a cash payment of R1.28 (ONE RAND TWENTY EIGHT CENTS) for
every 1 (ONE) preference BEIGE share disposed of in terms of this
mandatory offer.
Security for payment of the cash considerations has been furnished by Lion
Match to the satisfaction of the TRP in the form of a Standard Bank cash
confirmation statement.
2. REVISED OFFER - TRP RULING
The TRP ruled on the 16th March 2012 that the comparable offer of R1.28
made by Lion Match to Preference Shareholders of Beige is not a "comparable
offer" as contemplated in terms of Section 125(2) and Regulation 87 of the
Companies Act 2008 and that a comparable offer must be made applying a "see
through" valuation of the Beige preference shares which must be no less
than the "see through" value of the ordinary shares. Beige Preference
Shareholders should await any revised offer prior to exercising their right
of acceptance.
3. TIMETABLE
The Timetable of the Salient Dates and Times in respect of the Offeror
Circular are:-
Firm Intention Announcement Publication (Reg Friday 27 January 2012
102(2)(b)) ("firm intention
announcement
publication date")
Posting date of circular (within 20 business Monday 19 March 2012
days after firm intention announcement ("posting date")
publication date (Reg 102(2)(a)) - The TRP
have specified that the only consent granted
for the posting was the 1st March 2012. The
Circular was approved by the TRP on the 1st
March 2012 which approval was submitted to
the JSE on that day for comment but was
delayed following their initial response
comments received on the 9th March 2012, was
only approved by the JSE on the 16th March
2012
Mandatory offer opens at 09:00 a.m. the day Tuesday 20 March 2012
after the mandatory offer circular document ("opening date")
is posted to all BEIGE shareholders recorded
in the register as such (Reg 102(3))
Posting of Offeree Response Circular within Thursday 19 April 2012
20 business days ("offeree response circular
after posting (Reg 102(9)) date")
Last day to trade BEIGE shares in order to Friday 11 May 2012
be eligible to participate in the mandatory ("last trading date to
offer - at least 30 business days from date participate")
of opening date (Reg 102(4))
Shares trade "ex" the right to participate Monday 14 May 2012
in the mandatory offer ("ex rights to participate
trading date")
Record date on which BEIGE shareholders must Friday 18 May 2012
be recorded in the register of BEIGE ("record date")
shareholders in order to be eligible to
participate in the mandatory offer - at
least 30 business days from opening date
(Reg 102(4))
Mandatory offer closes and deemed effective Friday 18 May 2012
date of disposal of BEIGE shares by offer ("closure date")
participants at 12:00 on Friday (Reg 102(4)
Announcement of results of mandatory offer Monday 21 May 2012
to be published on SENS ("SENS result date")
Offer consideration credited to the Monday 21 May 2012
dematerialised offer participant`s account ("agency payment date")
at his CSDP or broker (as the case may be)
as per notes 7and 8 below with last payment
on
Offer consideration posted to certificated Monday, 21 May 2012
offer participants (subject to receipt by ("payment posting date")
the transfer secretaries of documents of
title on or prior to 12:00 on the closure
date and a duly completed form of
acceptance, surrender and transfer) as per
notes 7and 8 below with last payment on
Announcement of results of the mandatory Tuesday 22 May 2012
offer to be published in the press ("press results date")
4. COPIES OF THE OFFEROR CIRCULAR
The Circular was posted to Shareholders on the 19th March 2012. Copies of
the full Circular are available at the offices of The Lion Match Company
(Proprietary) Limited, 892 Umgeni Road, Durban, 4001, Tel: (031) 308-1711
or at the registered address and Secretary of the Company, Arcay Client
Support (Pty) Ltd, Arcay House 11, Number 3, Anerley Road, Parktown, 2193,
Tel: (011) 976-0900
Issued by Stowell & Co Inc.
Legal Advisor to Lion Match
295 Pietermaritz Street
Pietermaritzburg
3201
19 March 2012
Date: 19/03/2012 17:46:29 Produced by the JSE SENS Department.
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