BEG/BEGP2 - Beige Holdings Limited - Firm intention announcement by the Lion

BEG/BEGP2 - Beige Holdings Limited - Firm intention announcement by the Lion    
Match Company (Proprietary) Limited                                             
BEIGE HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)                                  
(Registration number 1997/006871/06)                                            
("Beige" or "the Company")                                                      
ISIN Code: ZAE000034161       Share code: BEG                                   
ISIN Code: ZAE000154787       Share code: BEGP2                                 
FIRM INTENTION ANNOUNCEMENT BY THE LION MATCH COMPANY (PROPRIETARY) LIMITED     
("LION MATCH") TO MAKE A MANDATORY OFFER TO BEIGE ORDINARY AND PREFERENCE       
SHAREHOLDERS ("MANDATORY OFFERS") IN ACCORDANCE WITH THE REQUIREMENTS OF        
SECTIONS 123 AND 125 OF THE COMPANIES ACT NO. 71 OF 2008 ("ACT")                
INTRODUCTION                                                                    
Shareholders are referred to the announcement released on SENS on 30 December   
2011 ("30 December announcement") regarding the acquisition by Lion Match of    
34.49% of the issued ordinary share capital (including ordinary treasury        
shares) and 36.45% of the voting rights (excluding ordinary treasury shares)    
in Beige and are advised that the board of directors of Beige has been made     
aware that a Firm Intention to Make a Mandatory Offer ("offer") announcement    
has been approved by the Takeover Regulation Panel ("TRP") and will be          
published in the press on or about 27 January 2012.                             
Shareholders are advised that the terms of the offer remain the same as those   
disclosed by Beige in the 30 December announcement and Lion Match will          
therefore make an offer to:                                                     
    i.)  all ordinary shareholders of Beige to acquire all or part of their     
         ordinary shareholding in Beige at an offer price of R0.08 per          
         ordinary share; and                                                    
i.)  all preference shareholders of Beige to acquire all or part of         
         their preference shareholding in Beige at an offer price of R1.28      
         per preference share.                                                  
APPOINTMENT OF AN INDEPENDENT EXPERT TO ADVISE ON THE FAIRNESS AND              
REASONABLENESS OF THE MANDATORY OFFERS                                          
In compliance with the requirements set out in section 114(2) of the Act and    
Regulations 90(1) and 110(1) of the Takeover Regulations promulgated in terms   
of the Act, Beige has appointed KPMG Services (Pty) Ltd ("KPMG") as an          
independent expert to advise and report to the Board on the fairness and        
reasonableness of the Mandatory Offers.                                         
The independent expert`s full report, as well as the Board`s opinion on the     
consideration offered in respect of the Mandatory Offers, will be included in   
a circular to be posted to Beige shareholders within 20 business days of the    
posting of an offer circular by Lion Match.                                     
INDEPENDENT ADVICE ON COMPARABLE OFFER                                          
The board of directors of Beige wishes to draw shareholders attention to the    
fact that, as disclosed in the 30 December announcement, it does not agree      
that the R1.28 offer consideration to be offered to preference shareholders     
constitutes a comparable offer as is required in terms of section 125 of the    
Act. The Board has accordingly requested KPMG, as part of its appointment as    
an independent expert, to provide the board with an independent opinion on      
the comparability of the offer.  Shareholders will be advised as soon as this   
independent opinion has been received.                                          
Notwithstanding the above, the Board welcomes Lion Match`s substantial          
investment in Beige and is looking forward to interacting with Lion Match in    
order to harness the opportunities that such a strong and significant           
shareholder could bring to the Beige business.                                  
Johannesburg                                                                    
27 January 2012                                                                 
Designated Advisor                                                              
Arcay Moela Sponsors (Pty) Ltd                                                  
Date: 27/01/2012 16:23:10 Supplied by www.sharenet.co.za                     
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