DORBYL LIMITED - Dorbyl Limited - Distressed Statement

Dorbyl Limited - Distressed Statement

DORBYL LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")


DISTRESSED STATUS OF DORBYL
In terms of section 128 (1) (f) of the Companies Act 71 of
2008 (“the Companies Act”) a company will be considered to be
financially distressed if at any particular time;
i)    it appears to be reasonably unlikely that the company
      will be able to pay all of its debts as they become due
      and payable within the immediately ensuing six months;
      or
ii)   it appears to be reasonably likely that the company will
      become insolvent within the immediately ensuing six
      months.
After due consideration the Board of Directors (“the Board”)
of the Company has concluded that although it is reasonably
likely that the Company will remain solvent in the ensuing six
months it is reasonably unlikely that the Company will be able
to pay all of its debts as they become due and payable within
this period. The Board therefore considers the Company to be
solvent but due to anticipated liquidity challenges and in
terms of the above definition prescribed by the Companies Act,
the Company should be classified as a distressed company.
Accordingly, a distressed announcement is therefore issued and
published in terms of section 128(1)(f) of the Companies Act.
Although the Company can be classified as distressed, the
Board has decided not to pass a resolution to enter into
business rescue proceedings, the reason being that the Board
has received two independent offers to acquire up to 100% of
the issued share capital of the Company.      
The respective offering parties are:
  1. African Dune (Pty) Limited (“African Dune”) who, as
     advised on SENS on 20 September 2012 and in the press on
     21 September 2012, increased their total shareholding in
     Dorbyl to 41.69% and is therefore obliged to make a
     mandatory offer to all shareholders in terms of which
     section 123 of the Companies Act, 2008 as amended. In
     terms of the mandatory offer, African Dune offers to
     acquire as many shares from Dorbyl shareholders at R0.65
     (sixty five cents) per ordinary share; and
  2. the Industrial Development Corporation of South Africa
     (“IDC”) on behalf of a private company to be nominated
     (“IDC Consortium”), who, as announced on SENS on 8
     October 2012 and to be published in the press on 9
     October 2012, made an offer to acquire up to 100% (one
     hundred percent) of the total issued ordinary share
     capital in Dorbyl at R0.73 (seventy three cents) per
     ordinary share, subject to the IDC Consortium acquiring a
     minimum shareholding in Dorbyl of 75% (seventy five
     percent) of the entire issued ordinary share capital of
     Dorbyl.   The IDC has a mandate to support the expansion
     or modernisation of operations in existing industries in
     South Africa as well as to promote the economic
     empowerment of historically disadvantaged individuals and
     communities.


Due to the fact that the Company is a public company, the
offers have to proceed within a specified legal framework that
is likely to be concluded within three months time. In terms
of this framework certain announcements and publications have
to be made in the media, which will provide relevant
information to affected parties.

The Board believes that either of the offers received could
provide a long-term solution to the current challenges faced
by the Company.     Furthermore the Board is also pursuing
various options to address any short-term liquidity challenges
and will engage with the relevant stakeholders.


Johannesburg
8 October 2012

Sponsor:   PSG Capital Proprietary Limited

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