FWD - Freeworld Coatings Limited - Joint announcement by Freeworld and Kansai in

FWD - Freeworld Coatings Limited - Joint announcement by Freeworld and Kansai in
relation to the setting aside of the divestiture condition imposed on Freeworld 
Freeworld Coatings Limited                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number 2007/021624/06)                                            
Share code: FWD                                                                 
ISIN: ZAE000109450                                                              
("Freeworld" or "the Company")                                                  
Kansai Paint Co., Ltd.                                                          
(Incorporated in Japan)                                                         
(Registration number 1402-01-001093)                                            
TSE share code: 4613                                                            
("Kansai")                                                                      
JOINT ANNOUNCEMENT BY FREEWORLD AND KANSAI IN RELATION TO THE SETTING ASIDE OF  
THE DIVESTITURE CONDITION IMPOSED ON FREEWORLD                                  
1.   INTRODUCTION                                                               
Kansai made a tender offer ("Kansai`s Tender Offer") to Freeworld shareholders  
in terms of an offer circular dated 15 December 2010. Pursuant to Kansai`s      
Tender Offer, it became the controlling shareholder of Freeworld.               
2.   COMPETITION CASE SETTLEMENT                                                
Kansai`s Tender Offer was subject to the fulfilment of, inter alia, the         
suspensive condition that unconditional approval, or approval subject to        
conditions that would not result in a material adverse change, was obtained in  
terms of the Competition Act, 1998 for the implementation of Kansai`s Tender    
Offer. Kansai reserved the right to accept any condition that resulted in a     
material adverse change.                                                        
On 18 April 2011, the South African Competition Commission ("Commission")       
approved Kansai`s Tender Offer subject to a number of conditions. The conditions
were accepted by Kansai for the purpose of implementing Kansai`s Tender Offer   
but Kansai reserved the right to appeal the conditions. Included in the set of  
conditions was a requirement that Freeworld divest its entire automotive        
coatings business ("Divestiture Condition").                                    
On 11 July 2011, Kansai filed a request for consideration with the Competition  
Tribunal ("Tribunal") requesting the Tribunal to set aside the Divestiture      
Condition on the basis that the merger resulting from Kansai`s Tender Offer did 
not raise competition concerns that justify the Divestiture Condition.          
In October 2011, the Commission initiated settlement discussions with Kansai    
which resulted in the parties reaching an agreement that the Divestiture        
Condition should fall away and be substituted by revised conditions. The        
Commission indicated that it had concluded, following further analysis, that the
Divestiture Condition was unnecessary.                                          
After a hearing on 22 November 2011, the Tribunal issued an order confirming the
revised conditions.                                                             
In terms of the revised conditions, Freeworld will no longer be required to     
divest of its automotive coatings business or establish OEM (original equipment 
manufacturer) automotive coatings facilities in South Africa. The current toll  
manufacturing agreements between Freeworld and E. I. du Pont Nemours and Company
and its subsidiaries ("DuPont") will continue, subject to such amendments as may
be agreed between Freeworld and DuPont, with agreed protections to prevent the  
flow of DuPont`s confidential information to Kansai.                            
The public interest conditions imposed by the Commission on 18 April 2011 were  
not the subject of the request for consideration and continue to form part of   
the revised conditions.                                                         
Freeworld`s CEO, Nauman Malik, commented:  "Both Kansai and Freeworld are       
delighted with the outcome of the Tribunal`s order, including the decision to   
rescind the Divestiture Condition. Freeworld may now move forward positively    
without the uncertainty created by the Divestiture Condition.  With Kansai`s    
support, I look forward to working with the Freeworld team to take the company  
through its next stage of development."                                         
Paulshof                                                                        
24 November 2011                                                                
Enquiries:                                                                      
Newman Lowther & Associates                                                     
Ben Lowther, +27 (0)21 673 7000                                                 
Freeworld                                                                       
Eleanor Chamberlain, +27 (0)11 549 8009                                         
Financial advisors to Freeworld and Kansai                                      
Newman Lowther & Associates (Pty) Ltd                                           
Attorneys to Freeworld and Kansai                                               
Bowman Gilfillan Inc.                                                           
JSE Sponsor                                                                     
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 24/11/2011 09:03:01 Supplied by www.sharenet.co.za                     
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