BEG/BEGP2 - Beige - Independent Board recommends to shareholders that they

BEG/BEGP2 - Beige - Independent Board recommends to shareholders that they      
reject both the mandatory offer by the Lion Match Company (Pty) Ltd to          
ordinary shareholders and the comparable offer to preference shareholders       
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                                 
INDEPENDENT BOARD RECOMMENDS TO SHAREHOLDERS THAT THEY REJECT BOTH THE          
MANDATORY OFFER BY THE LION MATCH COMPANY (PTY) LTD ("LION MATCH") TO           
ORDINARY SHAREHOLDERS AND THE COMPARABLE OFFER TO PREFERENCE SHAREHOLDERS       
The independent board of Beige refers to the Lion Match mandatory offer         
circular incorporating both an offer to Beige ordinary shareholders of R0.08    
per share and an offer to Beige preference shareholders of R1.28 per share      
(the "offers") which was posted to shareholders yesterday, 19 March 2012, and   
advises that the offers will be open for acceptance from today, Tuesday, 20     
March 2012 and will close on Friday, 18 May 2012.                               
The independent board of Beige is of the firm opinion that the offer to         
ordinary shareholders substantially undervalues Beige and the comparable        
offer to preference shareholders is not a comparable offer and strongly         
recommends to shareholders that they do not accept either the ordinary share    
offer or the preference share offer.                                            
Independent advice provided to the independent board by KPMG Services (Pty)     
Ltd for purposes of determining whether the Lion Match offers are fair and      
reasonable to Beige shareholders, provides a valuation range for the ordinary   
shares of between R0.12 and R0.14 and for the preference shares of between      
R1.83 and R2.04. The independent board has considered this advice and various   
other factors surrounding the Lion Match offers in determining its opinion.     
In a subsequent development, shareholders are referred to the SENS              
announcement dated yesterday, 19 March 2012, wherein they were advised of a     
ruling by the Takeover Regulation Panel ("TRP"), dated Friday, 16 March 2012,   
to the effect that the comparable offer of R1.28 per share made by Lion Match   
to the preference shareholders of Beige is not a "comparable offer" as          
contemplated in terms of Section 125(2) and Regulation 87.                      
Shareholders should note that Lion Match is required to revise its offer to     
the preference shareholders within 5 business days of receipt of the ruling     
and that, unless the ruling is appealed by Lion Match, the revised offer is     
expected to be made by Friday, 23 March 2012.  The independent board will       
review the revised offer once received and will advise shareholders of its      
opinion thereon in due course.                                                  
Once the revised offer has been announced, the closing date for acceptances     
of the offers will need to be extended by a minimum of 15 business days.        
Shareholders will be advised of the new closing date of the offers by means     
of a SENS announcement.                                                         
The independent expert`s full report as well as the opinion of the              
independent board on the offers will be included in a circular to Beige         
shareholders, which circular will be posted to shareholders within 20           
business days of Lion Match posting the offer circular and in any event, by     
no later than 19 April 2012.                                                    
The independent board accepts responsibility for the accuracy of the            
information contained in this announcement and certifies that, to the best of   
their respective knowledge and belief, such information is true and correct     
and does not omit anything likely to affect the importance of the               
information.                                                                    
Johannesburg                                                                    
20 March 2012                                                                   
Designated Advisor                                                              
Arcay Moela Sponsors (Pty) Ltd                                                  
Date: 20/03/2012 15:37:45 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          
BEG                                                                             
BEG/BEGP2 - Beige - Independent Board recommends to shareholders that they      
reject both the mandatory offer by the Lion Match Company (Pty) Ltd to          
ordinary shareholders and the comparable offer to preference shareholders       
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                                 
INDEPENDENT BOARD RECOMMENDS TO SHAREHOLDERS THAT THEY REJECT BOTH THE          
MANDATORY OFFER BY THE LION MATCH COMPANY (PTY) LTD ("LION MATCH") TO           
ORDINARY SHAREHOLDERS AND THE COMPARABLE OFFER TO PREFERENCE SHAREHOLDERS       
The independent board of Beige refers to the Lion Match mandatory offer         
circular incorporating both an offer to Beige ordinary shareholders of R0.08    
per share and an offer to Beige preference shareholders of R1.28 per share      
(the "offers") which was posted to shareholders yesterday, 19 March 2012, and   
advises that the offers will be open for acceptance from today, Tuesday, 20     
March 2012 and will close on Friday, 18 May 2012.                               
The independent board of Beige is of the firm opinion that the offer to         
ordinary shareholders substantially undervalues Beige and the comparable        
offer to preference shareholders is not a comparable offer and strongly         
recommends to shareholders that they do not accept either the ordinary share    
offer or the preference share offer.                                            
Independent advice provided to the independent board by KPMG Services (Pty)     
Ltd for purposes of determining whether the Lion Match offers are fair and      
reasonable to Beige shareholders, provides a valuation range for the ordinary   
shares of between R0.12 and R0.14 and for the preference shares of between      
R1.83 and R2.04. The independent board has considered this advice and various   
other factors surrounding the Lion Match offers in determining its opinion.     
In a subsequent development, shareholders are referred to the SENS              
announcement dated yesterday, 19 March 2012, wherein they were advised of a     
ruling by the Takeover Regulation Panel ("TRP"), dated Friday, 16 March 2012,   
to the effect that the comparable offer of R1.28 per share made by Lion Match   
to the preference shareholders of Beige is not a "comparable offer" as          
contemplated in terms of Section 125(2) and Regulation 87.                      
Shareholders should note that Lion Match is required to revise its offer to     
the preference shareholders within 5 business days of receipt of the ruling     
and that, unless the ruling is appealed by Lion Match, the revised offer is     
expected to be made by Friday, 23 March 2012.  The independent board will       
review the revised offer once received and will advise shareholders of its      
opinion thereon in due course.                                                  
Once the revised offer has been announced, the closing date for acceptances     
of the offers will need to be extended by a minimum of 15 business days.        
Shareholders will be advised of the new closing date of the offers by means     
of a SENS announcement.                                                         
The independent expert`s full report as well as the opinion of the              
independent board on the offers will be included in a circular to Beige         
shareholders, which circular will be posted to shareholders within 20           
business days of Lion Match posting the offer circular and in any event, by     
no later than 19 April 2012.                                                    
The independent board accepts responsibility for the accuracy of the            
information contained in this announcement and certifies that, to the best of   
their respective knowledge and belief, such information is true and correct     
and does not omit anything likely to affect the importance of the               
information.                                                                    
Johannesburg                                                                    
20 March 2012                                                                   
Designated Advisor                                                              
Arcay Moela Sponsors (Pty) Ltd                                                  
Date: 20/03/2012 15:37:45 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.