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GEN - Kansai - Announcement regarding revised timetable of Kansai`s offer to
the shareholders of Freeworld Coatings Limited and the outcome of Kansai`s
application for consent in terms of Rule 28.7 of the SRP Code
Kansai Paint Co., Ltd.
(Incorporated in Japan)
(Registration number 1402-01-001093)
(Tokyo Stock Exchange share code: 4613)
(ISIN: JP3229400001)
("Kansai")
Announcement regarding revised timetable of Kansai`s offer to the
shareholders of Freeworld Coatings Limited and the outcome of Kansai`s
application for consent in terms of Rule 28.7 of the SRP Code
1. INTRODUCTION
The shareholders of Freeworld Coatings Limited ("Freeworld") are referred to
Kansai`s offer to Freeworld shareholders ("Kansai`s offer"), the terms and
conditions of which are set out in Kansai`s circular dated 15 December 2010
("Kansai`s circular").
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. STATUS OF KANSAI`S OFFER
Kansai`s offer closed on 18 February 2011, in accordance with the timetable
set out in Kansai`s circular. Following the closing of Kansai`s offer, the
aggregate of the Freeworld shares owned by Kansai and those tendered under
Kansai`s offer represents approximately 90.3% of the Freeworld shares in
issue.
Based on these levels of acceptances, Kansai will not be entitled to invoke
the provisions of section 440K(1) 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 all of their
Freeworld shares not tendered compulsorily acquired by Kansai. Kansai will
publish a further announcement in this regard, and post the requisite notice,
during the week commencing 14 March 2011.
3. 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).
The anticipated date by which Competition Commission approval is expected to
be granted is 18 April 2011, as opposed to 12 April 2011 as set out in
Kansai`s circular. The change is as a result of the Competition Commission`s
decision that the separate merger filings by each of Kansai and Freeworld
were due by 21 January 2011, a week later than initially expected by Kansai.
Accordingly, the anticipated fulfilment date for Kansai`s offer is now 9 May
2011 as opposed to 28 April 2011 as set out in Kansai`s circular.
4. OUTCOME OF KANSAI`S APPLICATION FOR CONSENT IN TERMS OF RULE 28.7
Kansai is pleased to confirm that the SRP has given its consent, pursuant to
Rule 28.7 of the SRP Code, for the outstanding competition condition to be
fulfilled by 9 May 2011 as contemplated in paragraph 3 above.
Accordingly, the SRP has confirmed that Kansai`s offer will not lapse before
9 May 2011, thereby extending the time period stipulated in Rule 28.7 of the
SRP Code. The SRP has also indicated in its ruling that Kansai still has the
right to apply for a further extension, if required.
5. REVISED TIMETABLE
In view of the extended time period anticipated for the completion of the
review of Kansai`s offer by the Competition Commission, and accordingly the
revision of the anticipated fulfilment date, Kansai hereby informs
shareholders that it has determined to change the long-stop date to 9 May
2011 (in accordance with paragraph 3.3 of Kansai`s circular).
Accordingly, the important dates and times of Kansai`s offer are as follows:
The offer opened at 09:00 on Wednesday, 15 December 2010
Date on which the offer was declared Thursday, 3 February 2011
unconditional as to acceptances, as
released on SENS on
Announcement of the offer being declared Friday, 4 February 2011
unconditional as to acceptances
published in the South African press on
Last day to trade in Freeworld shares in Friday, 11 February 2011
order to participate in the offer
Freeworld shares traded "ex" the offer Monday, 14 February 2011
Record date in order to participate in Friday, 18 February 2011
the offer at 12:00 on
The offer closed at 12:00 on ("closing Friday, 18 February 2011
date")
Results of the offer released on SENS Monday, 21 February 2011
and published in the South African press
on
Anticipated date by which Competition Monday, 18 April 2011
Commission approval is expected to be
granted
Anticipated fulfilment date Monday, 9 May 2011
Announcement of the fulfilment of the Tuesday, 10 May 2011
conditions anticipated to be released on
SENS
Announcement of the fulfilment of the Wednesday, 11 May 2011
conditions anticipated to be published
in the South African press on
Payment date Notes 3 and 4 below refer
Notes:
1. The abovementioned dates and times are South African dates and
times, and are subject to change. Any such change shall be released
on SENS and published in the South African press.
2. Kansai reserves, in its sole and absolute discretion, the right to
extend the long-stop date, in which event all amended dates and
times relating to the offer will be released on SENS and published
in the South African press as per note 1 above.
3. The offer consideration payable to:
3.1 dematerialised shareholders will be paid into their accounts
with their Central Securities Depository Participants
("CSDPs")or brokers at their risk, and dealt with in terms of
the custody agreements entered into between such
dematerialised shareholders and their CSDPs or brokers, within
7 days of the fulfilment date;
3.2 certificated shareholders will be transferred or posted (as
the case may be), by ordinary mail, at the risk of the
certificated shareholders concerned, upon receipt by the
transfer secretaries of the form of acceptance, transfer and
surrender as attached to the Circular, together with the
relevant documents of title (in negotiable form), within 7
days of the fulfilment date.
4. In the event that the conditions are not fulfilled by the long-stop
date (as extended by Kansai), the contract of sale and purchase
contemplated by the offer will not come into effect and all
documents of title surrendered by the offerees in respect of the
offer will be returned to the offerees concerned, at the risk of
the relevant offerees.
6. RESTRICTIONS ON SALE AND TRADE
Offerees are advised that if they have notified their 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 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 3 above not being
fulfilled and, in the case of certificated shareholders, the documents of
title are returned.
7. 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
Nauman Malik
Head of Corporate Strategy
+603 3341 5333
Nomura
Andrew McNaught
Jason Hutchings
+44 (0)207 102 1000
Newman Lowther & Associates
Jan Newman
Ben Lowther
+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: 11/03/2011 12:41:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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