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GEN - General - Replacement of announcement sent at 16:46 - Kansai`s offer to

Release Date: 03/02/2011 17:48
Code(s): JSE
Wrap Text

GEN - General - Replacement of announcement sent at 16:46 - Kansai`s offer to the shareholders of Freeworld Coatings Limited declared unconditional as to acceptances Kansai Paint Co., Ltd. (Incorporated in Japan) (Registration number 1402-01-001093) (Tokyo Stock Exchange share code: 4613) (ISIN: JP3229400001) ("Kansai") Kansai`s offer to the shareholders of Freeworld Coatings Limited declared unconditional as to acceptances (1). INTRODUCTION The shareholders of Freeworld Coatings Limited ("Freeworld") are referred to Kansai`s offer circular to Freeworld shareholders dated 15 December 2010 ("Kansai`s circular"), which sets out the terms and conditions of Kansai`s cash offer to Freeworld`s shareholders ("Kansai`s offer"). Definitions found on pages 9 to 12 of Kansai`s circular have been used in this announcement. Copies of Kansai`s circular can be found at http://www.Kansai.co.jp/global_site/ir/offer_documents/index.html. (2). KANSAI`S OFFER UNCONDITIONAL AS TO ACCEPTANCES The shareholders of Freeworld are hereby informed that Kansai has declared Kansai`s offer unconditional as to acceptances. As at 17:00 on Thursday, 3 February 2011, Kansai has been informed that acceptances of Kansai`s offer have been tendered from Freeworld shareholders representing at least 83 911 660 of the offer shares, which represents at least 56.82% of the offer shares, and at least 41.16% of the Freeworld shares in issue. Prior to launching Kansai`s offer, Kansai already owned, and continues to own, 56 193 663 Freeworld shares, representing 27.56% of the Freeworld shares in issue. Accordingly, the aggregate of the Freeworld shares already owned by Kansai and those already tendered under Kansai`s offer, is at least 140 105 323 Freeworld shares, which represents at least 68.72% of the Freeworld shares in issue. In declaring Kansai`s offer unconditional as to acceptances, Kansai is exercising its discretion to lower the minimum acceptance threshold set out in Kansai`s circular. Freeworld shareholders are advised that the provisions of paragraph 3.6 ("Right to invoke section 440K") of Kansai`s circular remain valid, notwithstanding Kansai`s decision to lower the minimum acceptance threshold. Accordingly, Freeworld shareholders are advised that, if Kansai receives acceptances of the offer representing nine-tenths or more of all the offer shares by the closing date, Kansai reserves the right, in its sole and absolute discretion, to invoke the provisions of Section 440K of the Companies Act to compulsorily acquire all offer shares in respect of which the offer was not accepted. Freeworld shareholders should also note that, if the nine-tenths threshold set out in section 440K(3) of the Companies Act is reached, any Freeworld shareholder may require Kansai to acquire its Freeworld shares in accordance with the provisions of section 440K(3) of the Companies Act. (3). OTHER CONDITIONS TO KANSAI`S OFFER Kansai`s offer only remains subject to the fulfilment of the condition that unconditional approval, or approval subject to conditions that will not result in a material adverse change (as defined in Kansai`s circular), is obtained in terms of the Competition Act for the implementation of Kansai`s offer (although Kansai reserves the right to accept any condition that does result in a material adverse change). Shareholders are also informed that the condition relating to exchange control approval contained in Kansai`s circular has been satisfied. (4). CLOSING DATE The last day to trade in order to be eligible to participate in Kansai`s offer is the close of trading on Friday, 11 February 2011. The record date in order to participate in Kansai`s offer is at 12:00 on Friday, 18 February 2011. Freeworld shareholders are reminded that Kansai`s offer will remain open for acceptances for a further 14 days until 12:00 on Friday, 18 February 2011, provided that Kansai, in its sole and absolute discretion, but in accordance with the SRP Code and any other applicable laws, may extend the closing date. In such event, all amended dates and times will be released on SENS and published in the South African press. (5). RESTRICTIONS ON SALE AND TRADE Offerees are advised that should they notify their Central Securities Depository Participants ("CSDPs") or brokers, as the case may be, of their acceptance of Kansai`s offer, in the case of dematerialised shareholders, or should they surrender documents of title and accept the offer, in the case of certificated shareholders, for their offer shares on or before the closing date of Friday, 18 February 2011, or any revised closing date, they are not permitted to sell or trade their offer shares until the date the contract of sale and purchase contemplated by Kansai`s offer does not come into effect due to the conditions not being fulfilled and, in the case of certificated shareholders, the documents of title are returned. (6). DIRECTORS` RESPONSIBILITY STATEMENT The board of directors of Kansai, 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 document is in accordance with the facts and that nothing that is likely to affect the import of this information has been omitted. Enquiries Kansai Nomura Newman Lowther & Associates Nauman Malik Andrew McNaught Jan Newman Head of Corporate Strategy +44 (0)207 102 3475 +27 (0)21 673 7000 +603 3341 5333 Jason Hutchings Ben Lowther +44 (0)207 102 1699 +27 (0)21 673 7000
Financial Dynamics Grant Henry, +27 (0)11 214 2406 or +27 (0)82 561 7172 Ravin Maharaj, +27 (0)11 214 2410 or +27 (0)83 447 5158 Financial advisors NOMURA NEWMAN LOWTHER & ASSOCIATES Legal advisors BOWMAN GILFILLAN ATTORNEYS PR advisors FD Date: 03/02/2011 17:48:41 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.

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