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GEN - Kansai - Announcement regarding the closing of Kansai`s offer to the
shareholders of Freeworld Coatings Limited
Kansai Paint Co., Ltd.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
Announcement regarding the closing of Kansai`s offer to the shareholders of
Freeworld Coatings Limited
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.
CLOSING OF THE OFFER
Kansai`s offer closed at 12:00 on Friday, 18 February 2011, in accordance with
the timetable set out in Kansai`s circular. This follows Kansai`s offer being
declared unconditional as to acceptances on Thursday, 3 February 2011.
Acceptances for Kansai`s offer have now been received in respect of
127,928,057 Freeworld shares, which represents 86.7% of the offer shares and
62.7% of the Freeworld shares in issue.
Prior to launching Kansai`s offer, Kansai already owned, and continues to own,
56,193,664 Freeworld shares, representing 27.56% of the Freeworld shares in
issue.
Accordingly, following the closing of Kansai`s offer, the aggregate of the
Freeworld shares already owned by Kansai and those tendered under Kansai`s
offer, is 184,121,721 Freeworld shares, which represents 90.3% of the
Freeworld shares in issue.
Based on the levels of acceptances as at 12:00 on the closing date, being
Friday 18, February 2011, Kansai will not be entitled to invoke the provisions
of section 440K of the Companies Act to compulsorily acquire all offer shares
in respect of which Kansai`s offer was not accepted. However, shareholders of
Freeworld that have not tendered all of their Freeworld shares under Kansai`s
offer will be entitled to invoke the provisions of section 440K(3) of the
Companies Act to have the Freeworld shares not tendered compulsorily acquired
by Kansai.
As an additional consequence, the listing of Freeworld on the JSE will be
retained. Kansai will procure that Freeworld engages with the JSE to the
extent that its shareholder spread does not meet the requirements of the JSE
Listings Requirements.
APPEAL COMMITTEE OF THE SRP CONFIRMS KANSAI`S OFFER TIMETABLE
Kansai is pleased to note that the Appeal Committee of the SRP has confirmed
the validity of the timetable contained in Kansai`s circular and dismissed
Freeworld`s appeal in this regard with costs. The Appeal Committee of the SRP
also ruled that Kansai`s circular contains sufficient information to enable
the shareholders of Freeworld to make a decision on whether or not to accept
Kansai`s offer. The shareholders of Freeworld are referred to the full terms
of the ruling of the Appeal Committee of the SRP, as released by the SRP on
SENS on Thursday, 17 February 2011.
COMPETITION COMMISSION APPROVAL
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). Depending on the progress of the competition
process, Kansai will approach the SRP for an extension of the date by which
this condition must be fulfilled.
RESTRICTIONS ON SALE AND TRADE
Offerees are advised that if they have notified 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
if they have surrendered documents of title and accepted the offer, in the
case of certificated shareholders, for their offer shares on or before 12:00
on the closing date of Friday, 18 February 2011, 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
condition referred to in paragraph 4 above not being fulfilled and, in the
case of certificated shareholders, the documents of title are returned.
Notwithstanding the restriction referred to above, the shareholders of
Freeworld are entitled to vote the Freeworld shares tendered in acceptance of
Kansai`s offer at Freeworld`s annual general meeting scheduled for Thursday,
31 March 2011.
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 Jason Hutchings Ben Lowther
+603 3341 5333 +44 (0)207 102 1000 +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: 21/02/2011 07:05:03 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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