BEIGE HOLDINGS LIMITED - Notice of Acquisition Offer by Lion Match to Preference Shareholders in terms of Section 124

Notice of Acquisition Offer by Lion Match to Preference Shareholders in terms of Section 124

BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the company”)
 ISIN Code: 000154787          Share code: BEGP2


      NOTICE OF ACQUISITION OFFER BY THE LION MATCH COMPANY (PTY) LTD (“LION
      MATCH”) TO ALL REMAINING PREFERENCE SHAREHOLDERS OF BEIGE IN TERMS OF
              SECTION 124 OF THE COMPANIES ACT NO. 71 OF 2008 (“THE ACT”)


1.   NOTIFICATION IN TERMS OF SECTION 124 OF THE COMPANIES ACT, 2008
     Preference shareholders are referred to the announcement of the results of the revised Acquisition Offer (“the
     offer”) made by Lion Match to all Beige preference shareholders dated 18 June 2012 in terms of which Lion
     Match announced that it had acquired and holds 23 738 484 preference shares being 94.95% of the issued
     preference share capital in Beige following its mandatory offer in respect of which the closure date was
     15 June 2012.

     As a result of these acquisitions of preference shares in Beige, Lion Match holds more than 90% of the
     preference share capital and has accordingly elected to exercise the provisions of section 124 of the
     Companies Act, 2008 (“the Act”) to compulsorily acquire, on the same terms and conditions contained in the
     offer circular dated 19 March 2012 and the revised offer circular dated 18 May 2012 (“the offer circulars”),
     the remaining preference shares which it does not already own. In this regard, a section 124 notice was
     posted to all preference shareholders on 15 August 2012.

2.   SUSPENSION AND TERMINATION OF LISTING OF THE PREFERENCE SHARES ON THE JSE
     LIMITED (“JSE”)
     The listing of the preference shares was suspended on the JSE with effect from the commencement of trade
     on the JSE on Wednesday, 19 September 2012 and will be terminated with effect from the commencement
     of trade on the JSE on Tuesday 2 October 2012, unless an application is made to the High Court of South
     Africa (“the Court”) to prevent the compulsory acquisition of the remaining preference shares in terms of
     section 124(2) of the Act and the Court orders that Lion Match shall not be entitled to invoke the compulsory
     acquisition of the remaining preference shares or the Court imposes conditions or terms which are different
     from those in the offer circulars.

3.   SALIENT DATES AND TIMES

     Notice given in terms of section 124 of the                                       Wednesday, 15 August 2012
     Companies Act
     Listing of Beige preference shares suspended on the                            Wednesday, 19 September 2012
     JSE with effect from the commencement of trade on
     Offer consideration record date on which Beige                                    Friday, 28 September 2012
     preference shareholders must have been recorded in
     the share register in order to participate in the offer
     Last day to apply to Court in terms of section 124(2)                           Thursday, 27 September 2012
     of the Companies Act
     Compulsory acquisition of the BEGP2 shares held                                     Tuesday, 2 October 2012
     by the remaining BEGP2 shareholders who have not
     accepted the offer contained in the offer circulars
     will be implemented, in accordance with section
     124(5) of the Companies Act and the JSE settlement
     procedures on the commencement of business on
     Date of payment of the offer consideration to Beige                                 Tuesday, 2 October 2012
     if no order has been made in terms of section 124(2)
     of the Companies Act
     Termination of listing of BEGP2 on the JSE                                        Wednesday, 3 October 2012

4.   ACTION TO BE TAKEN BY BEIGE PREFERENCE SHAREHOLDERS
     Beige preference shareholders are requested to follow the procedures for the acceptance of the offer as
     contained in paragraphs 3 and B of the circulars.

5.   RESPONSIBILITY STATEMENT
     Lion Match and Beige accept responsibility for the information contained in this announcement. To the best
     of their respective knowledge and belief, the information contained in this announcement is true and nothing
     has been omitted which is likely to affect the import of this information.

     Johannesburg
     21 September 2012

     Designated Advisor
     Arcay Moela Sponsors (Pty) Ltd

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