| Fri 18 May 2012, 17:02 | | BEG/BEGP2 - Beige Holdings Limited - Response announcement to a revised offer in |
|
BEG BEGP2
BEG
BEG/BEGP2 - Beige Holdings Limited - Response announcement to a revised offer in
relation to the existing mandatory offer by Lion Match Company (Pty) Ltd to
remaining shareholders in terms of section 123 of the companies act no. 71 of
2008 with increased consideration and cancellation of hearing
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
RESPONSE ANNOUNCEMENT TO A REVISED OFFER IN RELATION TO THE EXISTING MANDATORY
OFFER BY LION MATCH COMPANY (PTY) LTD ("LION MATCH") TO REMAINING SHAREHOLDERS
IN TERMS OF SECTION 123 OF THE COMPANIES ACT NO. 71 OF 2008 WITH INCREASED
CONSIDERATION AND CANCELLATION OF HEARING
A. INTRODUCTION:
Shareholders are referred to the Terms of Mandatory Offer announcement released
by Lion Match on SENS on 19 March 2012, the Lion Match offer circular posted on
19 March 2012 and the Beige Independent Board response circular posted on 18
April 2012, which documents detailed the salient dates in respect of the
mandatory offer of R0.08 made by Lion Match to the ordinary shareholders of
Beige and the comparable offer of R1.28 made to the preference shareholders of
Beige (the "existing mandatory offers").
Shareholders are also referred to the SENS announcement made by Beige and Lion
Match on the 4th May 2012 wherein they advised that as a result of the hearing
by the Takeover Special Committee ("TSC"), regarding the ruling by the Executive
Director of the Takeover Regulation Panel ("TRP") on the non-comparability of
the preference share offer ("the hearing"), having been postponed to 18 May
2012, an agreement had been reached between Beige and Lion Match following which
the TRP consented to extend the closing date of the mandatory offers to a date
to be determined pending the hearing. The revised salient dates of the
mandatory offers were to be announced on SENS in due course. Other than the
offer consideration, all other terms and conditions of the mandatory offers were
to remain unaffected.
Lion Match has submitted to the Independent Board of Beige a formal revised
offer in respect of its existing mandatory offers and has also announced its
revised offers today. The Independent Board of Beige has agreed to accept the
revised existing mandatory offers, details of which are set out below.
B. THE REVISED OFFER
Terms Of The Revised Offer:
Lion Match offers to acquire from all remaining Beige shareholders recorded at
the record date, subject to a suspensive condition regarding any applicable
approval of the Competition Commission prior to implementation as a revised
increased offer (the "revised offer").
* 100% of their Beige ordinary shares (or part thereof) for a cash
consideration of R0.09 (NINE CENTS) (the existing mandatory offer is
R0.08 (EIGHT CENTS)) for every 1 (ONE) cent par value ordinary Beige
share issued by Beige as listed on the Alternative Exchange ("Alt X")
of the Johannesburg Stock Exchange ("JSE") under the share code "BEG"
and ISIN ZAE000034161 ("the ordinary share offer") apart from and
other than the 562 841 737 ordinary shares representing 34.49% of the
issued share capital (including treasury shares); and 36.45% of the
voting rights (excluding treasury shares) already held by Lion Match
in Beige;
* 100% of their Beige variable rate, cumulative, non-participating,
convertible, redeemable preference shares (or part thereof) each with
a par value of R0.01 (ONE CENT) per preference share, for a cash
consideration of R1.79 (ONE RAND SEVENTY NINE CENTS) (the existing
mandatory offer is R1.28 (ONE RAND TWENTY EIGHT CENTS) for every R0.01
(ONE CENT) preference share issued by Beige as listed on the Alt X of
the JSE under the share code "BEGP2" and ISIN ZAE000154787 (the
"preference share offer");
Mechanism For Implementing The Revised Offer
The revised offer, the response and opinions relating thereto, with the consent
of the TRP, have been announced on SENS. The announcement of the revised offer,
which announcement was made by Lion Match, will be published in the press.
The revised offer will, after this announcement, continue to be implemented as a
mandatory offer in accordance with the prescribed requirements of the Companies
Act and the Takeover Regulations.
The revised offer will be implemented on the same information and data and on
the same terms and conditions contained in the Offeror Circular posted to Beige
shareholders on the 19th March 2012 save that the relevant Salient Dates and
times are necessarily revised and are to be extended for at least 15 (Fifteen)
days as required by Regulation 104(3) of the Companies Act No. 71 of 2008.
No further circulars are required to be issued by Lion Match or Beige as
determined by the TRP. The revised offer will be posted to shareholders for
consideration by shareholders.
The Salient Dates and Times which are necessarily revised are to be substituted
as follows:-
2012
Last trading date to participate Friday, 8 June
Trading commences ex rights on Monday, 11 June
Record date Friday, 15 June
Results announcement on SENS date Monday, 18 June
Payment in terms of acceptances Tuesday, 19 June
Results announced in the press on Tuesday, 19 June
In the event of acceptance on a date other than the record date, payment in
terms of acceptances will be made within 6 days after acceptance of the offer,
save further for any revisions necessitated by the provisions specified
elsewhere in this revised offer. Any further changes in the dates will be
announced on SENS or in the press.
Beige shareholders who may possibly have already accepted the initial mandatory
offer are entitled to revise their initial acceptance and elect to receive the
increased revised offer consideration. In respect of these Beige shareholders,
who may have already accepted the initial mandatory offer, they will be deemed
to have accepted the increased revised offer consideration and will be paid the
additional revised offer consideration, unless contrary notice is given by such
Beige shareholder prior to the revised offer closure date.
Settlement Of The Revised Offer Consideration
Settlement of the revised offer consideration shall be made without any regard
to set-off, lien or any form of counterclaim or similar right which Lion Match
may be entitled to claim against any Beige shareholder accepting the revised
offer.
Cash Confirmation
Lion Match has provided the TRP with security for payment of the cash
considerations in respect of the revised offer to the satisfaction of the TRP in
the form of cash confirmation statements from Standard Bank.
C. IRREVOCABLE UNDERTAKING
A signed irrevocable undertaking has been received by Lion Match from Trustee
Board Investments (Pty) Ltd, Registration Number 1993/005253/07 ("TBI") being
the registered holders and beneficial owners of 248 970 515 (Two hundred and
forty eight million nine hundred and seventy thousand five hundred and fifteen)
ordinary shares representing 15.26% (Fifteen point two six percent) of all of
the ordinary shares in issue and 17 804 914 (Seventeen million eight hundred and
four thousand nine hundred and fourteen) preference shares representing 71.22%
(Seventy one point two two percent) of all of the preference shares in issue in
the issued share capital of Beige, together with all rights attaching to those
shares. In terms of the irrevocable undertaking, TBI irrevocably and
unconditionally, has undertaken to and in favour of Lion Match, to accept the
revised offers. Dispensation from the JSE was obtained to enable directors and
their associates to agree to participate in the mandatory offer during a closed
period and a separate dealings announcement will be made in this regard.
D. OPINIONS ON THE REVISED OFFER
Independent advice provided to the Independent Board of Beige by KPMG Services
(Pty) Ltd ("KPMG") for purposes of determining whether the Lion Match revised
offers are fair and reasonable to Beige shareholders, provides a valuation range
for the ordinary shares of between R0.11 and R0.13 and for the preference shares
of between R1.77 and R1.97. Therefore the revised offer made by Lion Match of
R0.09 per ordinary share still substantially undervalues Beige.
KPMG have also determined that the volume weighted average price ("VWAP") of
Beige`s ordinary and preference shares for the 30 business days prior to the
initial cautionary SENS announcement dated 19 October 2011, resulted in a VWAP
of R0.076 and R1.50 per ordinary and preference share respectively, compared to
the offer price of R0.09 and R1.79 per ordinary and preference share
respectively.
KPMG has further opined on the following:
- that the revised offer for ordinary shares remains unfair but
reasonable;
- that the revised offer for the preference shares is fair and
reasonable; and
- that the revised offer for the preference shares constitutes a
comparable offer to the ordinary share offer.
The Independent Board of Beige has considered this advice and various other
factors surrounding the Lion Match revised offers in determining its opinion and
is of the opinion that the revised offer is unfair but reasonable in respect of
the ordinary share offer and fair and reasonable in respect of the preference
share offer.
The Independent Board of Beige has agreed to accept the revised mandatory offers
on the basis that it is an increased consideration of 12.5% on the ordinary
share offer and is an increased consideration of 39.8% on the preference share
offer, compared to the original mandatory offers, and that both offers are
reasonable.
Shareholders are reminded that Lion Match had indicated that the intention is to
apply for the delisting of the company in the future. Accordingly, the
Independent Board reminds shareholders that, in this event, a fair offer at that
point in time, will be required to be made to all Beige shareholders which may
be substantially different from the revised offers. Both ordinary and preference
shareholders will be required to vote on the delisting, excluding the
controlling shareholder at that point in time.
E. RESPONSIBILITY STATEMENT
The Independent Board of Beige accepts responsibility for the information
contained in this announcement which is made on their behalf and under their
authority. To the best of their knowledge and belief, the information contained
in this announcement is true and nothing has been omitted which is likely to
affect the import of the information.
F. NOTICE OF CANCELLATION OF HEARING
As a result of the above, shareholders are advised that the hearing with the TSC
will no longer be required.
Johannesburg
18 May 2012
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 18/05/2012 17:02:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
