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Basil Read - Acquisition by the BEE consortium finalised, changes to the board
of directors and further cautionary announcement
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1984/007758/06)
Share code: BSR ISIN: ZAE000029781
("Basil Read" or "the company")
- ACQUISITION BY THE BEE CONSORTIUM FINALISED
- CHANGES TO THE BOARD OF DIRECTORS
- FURTHER CAUTIONARY ANNOUNCEMENT
1. Acquisition by the BEE consortium finalised
Shareholders are referred to the announcements dated 23 September 2005 and
7 November 2005, in which they were advised that an agreement dated 22
September 2005 had been concluded between Bouygues Travaux Publics
("Bouygues"), Basil Read"s controlling shareholder, and Amabubesi
Investments (Pty) Limited and Metallon Ventures (Pty) Limited
(collectively, "the BEE consortium") in terms of which the BEE consortium
would acquire, subject to the fulfilment of certain conditions precedent,
28 607 762 Basil Read shares from Bouygues, representing a 51.9% interest
in the company ("the acquisition"). The conditions precedent have now been
fulfilled and as a result thereof the acquisition is finalised.
2. Mandatory offer and further cautionary announcement
In terms of the Securities Regulation Code on Take-overs and Mergers, the
acquisition has resulted in the obligation for the BEE consortium to make a
mandatory offer to all Basil Read shareholders to acquire their shares on
terms no less favourable than those applicable to the acquisition ("the
mandatory offer"). The BEE consortium is in the process of finalising the
offer document to Basil Read shareholders ("the offer document"),
specifically addressing the requirement for the BEE consortium to provide
the Securities Regulation Panel with the necessary cash confirmation. The
offer document is expected to be posted to shareholders in January 2006, at
which time the mandatory offer will open for acceptance by shareholders.
At the same time as the offer document is posted an announcement will be
published giving full details of the terms and conditions of the mandatory
offer, as well as the advice from the independent director of Basil Read.
Until this detailed announcement is published, shareholders are advised to
continue to exercise caution when dealing in the company"s shares.
3. Changes to the board of directors
As a result of the conclusion of the acquisition, Messrs Teresa, Boiraud,
Gazaignes and Kiviatkowski, the Bouygues representatives, have resigned
with immediate effect. It is the company"s intention to appoint
representatives of the BEE consortium to the board of directors of Basil
Read as soon as the offer document is posted to shareholders.
Johannesburg
15 December 2005
Independent Adviser and Sponsor: Bridge Capital Services (Pty) Limited
Date: 15/12/2005 03:13:46 PM Produced by the JSE SENS Department
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