| Mon 2 Apr 2012, 16:16 | | DLV - Dorbyl Limited - Voluntary announcement - Management contract with major |
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DLV
DLV
DLV - Dorbyl Limited - Voluntary announcement - Management contract with major
shareholder and release of information to major shareholder
DORBYL LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")
VOLUNTARY ANNOUNCEMENT - MANAGEMENT CONTRACT WITH MAJOR SHAREHOLDER AND RELEASE
OF INFORMATION TO MAJOR SHAREHOLDER
Shareholders are referred to the SENS announcement released on 24 February 2012
in terms of which it was announced that Metkor Group Limited, a wholly owned
subsidiary of Remgro Limited, had disposed of 14,9% and 20% of its shareholding
in Dorbyl to RECM and Calibre Limited and The Reef Group (Pty) Limited
respectively. RECM and Calibre Limited and The Reef Group (Pty) Limited ("the
Consortium") therefore collectively holds 34,9% of the total shareholding in
Dorbyl.
Shareholders are hereby advised that following the above change in shareholding,
Dorbyl is to enter into a Management Agreement with Reef Switchboard
Manufacturers (Pty) Limited ("Reef Switchboards"), an affiliate company of the
consortium ("the Management Agreement"). Pursuant to discussions initiated by
the Consortium with management, the consortium have indicated that they, through
the skills and expertise within Reef Switchboards, can assist in implementing
the turnaround strategy at the Guestro Castings and Machining operation of
Dorbyl ("Guestro" or "the business"), having been successful in implementing
similar strategies elsewhere. Whilst the internal management of Guestro have re-
aligned the business by substantially increasing its customer base, and have
started to improve production and operational efficiencies, the limited
available management resources, have to date not translated into satisfactory
results and performance. The Dorbyl Board is fully supportive of the Reef
Switchboards initiative.
In regard to the above initiative, a Non-Disclosure Agreement ("the NDA") has
been signed by Dorbyl with both the Consortium and Reef Switchboards as parties
to the agreement. Further, a Management Agreement is to be signed shortly with
Reef Switchboards.
Shareholders are further advised, for prudency purposes, that Dorbyl was
approached by the Consortium, to provide certain information pertaining to
Dorbyl for an advance application by the Consortium to the Competition
Commission in the event that the Consortium wishes to acquire a further stake in
Dorbyl that may trigger certain regulatory thresholds as set out below. The
Consortium is of the opinion that it is the correct procedure to apply
beforehand for such Competition Commission approval. Dorbyl have provided the
Consortium with the information. The information provided is not price sensitive
and some of it is of a historical nature and is already in the public domain.
Dorbyl has, however, not received any firm intention to make of an offer to
shareholders, as well as any possible price to be paid through the acquisition
of shares in the market or in the form of an offer.
It should be noted that should the Consortium or any party acting in concert
with the Consortium acquire a further stake in Dorbyl (beyond the 35% threshold)
, they will be obliged to make a mandatory offer to all other shareholders in
terms of the provisions of the Companies Act 71 of 2008, unless same is waived
by shareholders. This will necessitate a circular to all shareholders which will
contain all the pertinent information pertaining to the offer.
Johannesburg
2 April 2012
Sponsor: PSG Capital Proprietary Limited
Date: 02/04/2012 16:16:01 Produced by the JSE SENS Department.
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