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GEN - General - The Lion Match Company (Proprietary) Limited -

Release Date: 18/05/2012 11:56
Code(s): JSE BEGP2
Wrap Text

GEN - General - The Lion Match Company (Proprietary) Limited - Announcement by lion match of revised offer in relation to the existing mandatory offer by Lion Match to remaining shareholders of Beige Holdings Limited, THE LION MATCH COMPANY (PROPRIETARY) LIMITED REGISTRATION NUMBER: 1998/008912/07 ("Lion Match") ANNOUNCEMENT BY LION MATCH OF REVISED OFFER IN RELATION TO THE EXISTING MANDATORY OFFER BY LION MATCH TO REMAINING SHAREHOLDERS OF BEIGE HOLDINGS LIMITED, REGISTRATION NUMBER 1997/006871/06, ("Beige" or "the Company")ISIN Code: ZAE000034161,Share code: BEG,ISIN Code: ZAE000154787,Share code: BEGP2, MADE IN TERMS OF SECTION 123 OF THE COMPANIES ACT NO. 71 OF 2008 WITH INCREASED CONSIDERATION A. INTRODUCTION: Shareholders are referred to the Terms of Mandatory Offer announcement released by Lion Match on SENS on 19 March 2012, the Lion Match offer circular posted on 19 March 2012 and the Beige Independent Board response circular posted on 18 April 2012, which documents detailed the salient dates in respect of the mandatory offer of R0.08 made by Lion Match to the ordinary shareholders of Beige and the comparable offer of R1.28 made to the preference shareholders of Beige (the "existing mandatory offers"). Shareholders are also referred to the SENS announcement made by Beige and Lion Match on the 4th May 2012 wherein they advised that as a result of hearing by the Takeover Special Committee ("TSC") regarding the ruling by the Executive Director of the Takeover Regulation Panel ("TRP") on the non-comparability of the preference share offer ("the hearing") having been postponed to 18 May 2012, an agreement had been reached between Beige and Lion Match in terms of which the TRP consented to extend the closing date of the mandatory offers to a date to be determined pending the TSC hearing. The revised salient dates of the mandatory offers were to be announced on SENS in due course. Other than the offer consideration, all other terms and conditions of the mandatory offer were to remain unaffected. Lion Match has furnished the board of directors of Beige with a formal revised offer in respect of its existing mandatory offer. Lion is of the opinion that the revised is fair and reasonable and will support the revised offer to completion. No further circulars are required to be issued by Lion Match. B. THE REVISED OFFER Terms Of Revised Offer: Lion offers to acquire from all remaining Beige Shareholders recorded in the record date, subject to a suspensive condition regarding any applicable approval of the Competition Commission prior to implementation as a revised increased offer (the "revised offer"). * 100% of their BEIGE ordinary shares (or part thereof) for a cash consideration of R0.09 (NINE CENTS) (the existing mandatory offer is R0.08 (EIGHT CENTS)) for every 1 (ONE) cent par value ordinary BEIGE share issued by BEIGE as listed on the Alternative Exchange (Alt X) of the Johannesburg Stock Exchange (JSE) under the share code "BEG" and ISIN ZAE000034161 (the ordinary share offer) apart from and other than the 562 841 737 ordinary shares representing 34.49% of the issued share capital (including treasury shares); and 36.45% of the voting rights (excluding treasury shares) already held by Lion Match in Beige; * 100% of their BEIGE variable rate, cumulative, non- participating, convertible, redeemable preference shares (or part thereof) each with a par value of R0.01 (ONE CENT) per preference share, for a cash consideration of R1.79 (ONE RAND SEVENTY NINE CENTS) (the existing mandatory offer is R1.28 (ONE RAND TWENTY EIGHT CENTS) for every R0.01 (ONE CENT) preference share issued by BEIGE as listed on the Alternative Exchange (Alt X) of the Johannesburg Stock Exchange (JSE) under the share code "BEGP2" and ISIN ZAE000154787 (the "preference share offer"); Mechanism For Implementing The Revised Offer The revised offer and opinions relating thereto are, with the consent of the Takeover Regulation Panel, to be announced on SENS and in the Press. The revised offer will, after this announcement, continue to be implemented as a mandatory offer in accordance with the prescribed requirements of the Companies Act and the Takeover Regulations. The revised offer will be implemented on the same information and data and on the same terms and conditions contained in the Offeror Circular posted to Beige Shareholders on the 19th March 2012 save that the relevant Salient Dates and times are necessarily revised and are to be extended for at least 15 (Fifteen) days as required by Regulation 104(3) of the Companies Act No. 71 of 2008. The Salient Dates and Times which are necessarily revised are to be substituted as follows:- 2012
Last trading date to participate Friday, 8 June Trading commences ex rights on Monday, 11 June Record Date Friday, 15 June Results Announcement on SENS Date Monday, 18 June Payment in terms of acceptances Tuesday, 19 June Results announced in the press on Tuesday, 19 June Save, further for any revisions necessitated by the provisions specified elsewhere in this revised offer. Payment in terms of acceptances will be made within 6 days after acceptance of the offer. Any further changes in the dates will be announced on SENS or in the press. Beige Shareholders who may possibly have already accepted the initial mandatory offer are entitled to revise their initial acceptance and elect to receive the increased revised offer consideration. In respect of these Beige Shareholders who may have already accepted the initial mandatory offer they will be deemed to have accepted the increased revised offer consideration and will be paid the additional revised offer consideration unless contrary notice is given by such Beige Shareholder prior to the revised closure date. Settlement of The Revised Offer Consideration Settlement of the revised offer consideration shall be made without any regard to set-off lien or any form of counterclaim or similar right which Lion Match may be entitled to claim against any Beige Shareholder accepting the revised offer. Cash Confirmation Lion Match has provided the Takeover Regulation Panel with security for payment of the cash considerations in respect of the revised offer to the satisfaction of the Takeover Regulation Panel in the form of cash confirmation statements from Standard Bank. C. IRREVOCABLE UNDERTAKING A signed irrevocable undertaking has been received by Lion Match from Trustee Board Investments (Pty) Ltd, Registration Number 1993/005253/07 ("TBI") being the registered holders and beneficial owners of 248 970 515 (Two hundred and forty eight million nine hundred and seventy thousand five hundred and fifteen) ordinary shares representing 15.26% (fifteen point two six percent) of all of the ordinary shares in issue and 17 804 914 (Seventeen million eight hundred and four thousand nine hundred and fourteen) preference shares representing 71.22% (Seventy one point two two percent) of all of the preference shares in issue in the issued share capital of Beige, together with all rights attaching to those shares. In terms of the irrevocable undertaking TBI irrevocably and unconditionally has undertaken to and in favour of Lion to accept the revised offer. D. OPINIONS ON THE REVISED OFFER Lion Match is of the opinion that the revised offer is fair and reasonable both in respect of the ordinary share offer and the comparable offer for the preference shares and that the preference share offer accordingly meets the requirements of a comparable offer in terms of the Companies Act. Lion Match anticipates that the Independent Board of Beige will make a simultaneous separate announcement regarding the revised offer having had regard to any opinions furnished to it. E. RESPONSIBILITY STATEMENT Lion Match respectively accepts responsibility for the information contained in this announcement which is made on its behalf and under its authority. To the best of its knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the import of the information. Johannesburg 18 May 2012 Sponsor Arcay Moela Sponsors (Pty) Ltd Joint Legal Advisors Stowell & Co. Inc. and Webber Wentzel (Logos to be attached) Date: 18/05/2012 11:56:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.

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