| Mon 28 May 2012, 10:11 | | BEG/BEGP2 - Beige Holdings Limited - Fulfilment of conditions precedent and |
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BEG BEGP2
BEG
BEG/BEGP2 - Beige Holdings Limited - Fulfilment of conditions precedent and
finalisation announcement
THE LION MATCH COMPANY (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
REGISTRATION NUMBER: 1998/008912/07
("Lion Match")
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
FULFILMENT OF CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
Shareholders are referred to the Revised Offer in relation to the Existing
Mandatory Offer announcement released by Lion Match on SENS on Friday, 18 May
2012 and the Response Announcement to the Revised Offer released by the
Independent Board of Beige on SENS on 18 May 2012 ("the revised offer
announcements").
Shareholders are advised that Competition Commission approval for the
acquisition by Lion Match of a 34.49% shareholding in Beige and the
subsequent mandatory offers to minority shareholders of ordinary and
preference shares in Beige has now been received. The mandatory offers are
accordingly now unconditional and the offer consideration of R0.09 per
ordinary share and R1.79 per preference share ("the mandatory offers") to be
paid to any Beige shareholder electing to accept the mandatory offers in
respect of all or part of his ordinary and/or preference shareholding, will
be paid to such shareholder on the sixth business day from the date of
acceptance of the mandatory offers.
Salient Dates
The salient dates and times as set out in the revised offer announcements are
accordingly confirmed. Shareholders should note that the mandatory offers
may not be accepted after 12:00 on Friday, 15 June 2012, being the revised
record date and closure date.
Preference Share Dividend
Preference shareholders are reminded that a preference share dividend of
12.94 cents (gross) per preference share will be paid to preference
shareholders recorded in the Beige share register at the close of business on
Friday, 1 June 2012. Shareholders accepting the mandatory offer before this
date will forfeit the dividend.
Acceptances to Date
Shareholders are advised that as at the date of this announcement,
shareholders holding 479 971 ordinary shares, representing 0.03% of the
ordinary share capital and 58 133 preference shares, representing 0.23% of
the preference share capital have accepted the mandatory offers.
As disclosed in the revised offer announcements, Trustee Board Investments
(Pty) Ltd ("TBI"), has provided Lion Match with a signed irrevocable
undertaking to accept the mandatory offers in respect of 248 970 515 (two
hundred and forty eight million nine hundred and seventy thousand five
hundred and fifteen) ordinary shares, representing 15.26% of the issued
ordinary shares and 17 804 914 (seventeen million eight hundred and four
thousand nine hundred and fourteen) preference shares, representing 71.22% of
the issued preference shares in Beige.
The ordinary share acceptances received to date, taken together with the TBI
irrevocable undertaking in respect of its ordinary shareholding will increase
Lion Match`s current shareholding of 562 841 737 ordinary shares,
representing 34.49% of the issued ordinary shares (including treasury
shares), to 812 292 223 ordinary shares, representing 49.78% of the issued
ordinary shares (including treasury shares) and 52.60% of the voting rights
(excluding treasury shares) in Beige.
Johannesburg
28 May 2012
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 28/05/2012 10:11:01 Produced by the JSE SENS Department.
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