| Tue 20 Mar 2012, 15:37 | | BEG/BEGP2 - Beige - Independent Board recommends to shareholders that they |
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BEG BEGP2
BEG
BEG/BEGP2 - Beige - Independent Board recommends to shareholders that they
reject both the mandatory offer by the Lion Match Company (Pty) Ltd to
ordinary shareholders and the comparable offer to preference shareholders
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
INDEPENDENT BOARD RECOMMENDS TO SHAREHOLDERS THAT THEY REJECT BOTH THE
MANDATORY OFFER BY THE LION MATCH COMPANY (PTY) LTD ("LION MATCH") TO
ORDINARY SHAREHOLDERS AND THE COMPARABLE OFFER TO PREFERENCE SHAREHOLDERS
The independent board of Beige refers to the Lion Match mandatory offer
circular incorporating both an offer to Beige ordinary shareholders of R0.08
per share and an offer to Beige preference shareholders of R1.28 per share
(the "offers") which was posted to shareholders yesterday, 19 March 2012, and
advises that the offers will be open for acceptance from today, Tuesday, 20
March 2012 and will close on Friday, 18 May 2012.
The independent board of Beige is of the firm opinion that the offer to
ordinary shareholders substantially undervalues Beige and the comparable
offer to preference shareholders is not a comparable offer and strongly
recommends to shareholders that they do not accept either the ordinary share
offer or the preference share offer.
Independent advice provided to the independent board by KPMG Services (Pty)
Ltd for purposes of determining whether the Lion Match offers are fair and
reasonable to Beige shareholders, provides a valuation range for the ordinary
shares of between R0.12 and R0.14 and for the preference shares of between
R1.83 and R2.04. The independent board has considered this advice and various
other factors surrounding the Lion Match offers in determining its opinion.
In a subsequent development, shareholders are referred to the SENS
announcement dated yesterday, 19 March 2012, wherein they were advised of a
ruling by the Takeover Regulation Panel ("TRP"), dated Friday, 16 March 2012,
to the effect that the comparable offer of R1.28 per share made by Lion Match
to the preference shareholders of Beige is not a "comparable offer" as
contemplated in terms of Section 125(2) and Regulation 87.
Shareholders should note that Lion Match is required to revise its offer to
the preference shareholders within 5 business days of receipt of the ruling
and that, unless the ruling is appealed by Lion Match, the revised offer is
expected to be made by Friday, 23 March 2012. The independent board will
review the revised offer once received and will advise shareholders of its
opinion thereon in due course.
Once the revised offer has been announced, the closing date for acceptances
of the offers will need to be extended by a minimum of 15 business days.
Shareholders will be advised of the new closing date of the offers by means
of a SENS announcement.
The independent expert`s full report as well as the opinion of the
independent board on the offers will be included in a circular to Beige
shareholders, which circular will be posted to shareholders within 20
business days of Lion Match posting the offer circular and in any event, by
no later than 19 April 2012.
The independent board accepts responsibility for the accuracy of the
information contained in this announcement and certifies that, to the best of
their respective knowledge and belief, such information is true and correct
and does not omit anything likely to affect the importance of the
information.
Johannesburg
20 March 2012
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 20/03/2012 15:37:45 Produced by the JSE SENS Department.
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