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FWD - Freeworld Coatings Limited - Hearing of the Securities Regulation Panel on Takeovers and Mergers ("SRP") on 3 February 2011 FREEWORLD COATINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 2007/021624/06 Share code: FWD ISIN: ZAE000109450 ("Freeworld") HEARING OF THE SECURITIES REGULATION PANEL ON TAKEOVERS AND MERGERS ("SRP") ON 3 FEBRUARY 2011 Freeworld shareholders are referred to the circular dated 17 January 2011 ("Freeworld circular"), which was issued in response to the circular dated 15 December 2010 ("Kansai offer circular") setting out the offer by Kansai Paint Co., Ltd ("Kansai`) to Freeworld shareholders to acquire all or a portion of the Freeworld shares held by Freeworld shareholders other than Kansai or its nominees ("offer"). The Freeworld board is concerned, as more fully set out in the Freeworld circular, that the conditionality, structure and timing of the offer will not permit Freeworld shareholders to be the ultimate decision-makers and will prevent them from making an informed decision on an unconditional offer as the current timetable has the effect that the offer remains in material respects conditional long after it is required to be accepted. Moreover, Freeworld shareholders who do accept the offer will be sterilised from accepting other offers or from selling their shares on the JSE from the closing date (currently 18 February 2011) until the offer is declared unconditional regardless of their circumstances. This period is anticipated by Kansai to end in late April 2011 but Kansai has reserved the right to extend this period indefinitely. Notably, no interest is payable on the offer price, and consequently Freeworld shareholders will receive no compensation for the time value of money during the period in which they are unable to trade in their Freeworld shares. The Freeworld board is satisfied that the timetable of the offer conflicts, amongst other things, with the published Securities Regulation Code and the Rules of the SRP which requires that shareholders must have sufficient information and advice to enable them to reach a properly informed decision and must have sufficient time to do so. It is for these reasons of prejudice to Freeworld shareholders, as already stated in the Freeworld circular, that the Freeworld board has noted an appeal to the Appeal Committee of the SRP in respect of the timetable contained in the Kansai offer circular, which appeal the Freeworld board believes is in the best interests of Freeworld shareholders. Freeworld shareholders are advised that the SRP has accepted the noting of the appeal by Freeworld and that the hearing of the appeal has been set down for 3 February 2011. Freeworld shareholders will be advised of the outcome of the appeal once it is available. Freeworld shareholders who wish to make written representations to the Appeal Committee of the SRP may do so by fax 011 642 9284, marked for the Attention of the Appeal Committee, Securities Regulation Panel. Alternatively, such Freeworld shareholders and their advisers may personally attend the hearing and make representations at the offices of the SRP at: Sunnyside Office Park 1st Floor, Building B 32 Princess of Wales Terrace Parktown Johannesburg The independent committee of the Freeworld board, having considered all information contained in this announcement, accepts full responsibility for the accuracy of such information and certifies that, to the best of its knowledge and belief (having taken all reasonable care to ensure that this is the case), the information contained in this announcement is in accordance with the facts and that nothing that is likely to affect the import of this information has been omitted. Johannesburg 31 January 2011 Merchant bank and sponsor to Freeworld RAND MERCHANT BANK (a division of FirstRand Bank Limited) Attorneys to Freeworld Read Hope Phillips Thomas & Cadman Incorporated Date: 31/01/2011 15:08:08 Supplied by www.sharenet.co.za 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.
