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BEG/BEGP2 - Beige Holdings Limited - Fulfilment of conditions precedent and

Release Date: 28/05/2012 10:11
Code(s): BEG BEGP2
Wrap Text

BEG/BEGP2 - Beige Holdings Limited - Fulfilment of conditions precedent and finalisation announcement THE LION MATCH COMPANY (PROPRIETARY) LIMITED (Incorporated in the Republic of South Africa) REGISTRATION NUMBER: 1998/008912/07 ("Lion Match") 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 FULFILMENT OF CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT Shareholders are referred to the Revised Offer in relation to the Existing Mandatory Offer announcement released by Lion Match on SENS on Friday, 18 May 2012 and the Response Announcement to the Revised Offer released by the Independent Board of Beige on SENS on 18 May 2012 ("the revised offer announcements"). Shareholders are advised that Competition Commission approval for the acquisition by Lion Match of a 34.49% shareholding in Beige and the subsequent mandatory offers to minority shareholders of ordinary and preference shares in Beige has now been received. The mandatory offers are accordingly now unconditional and the offer consideration of R0.09 per ordinary share and R1.79 per preference share ("the mandatory offers") to be paid to any Beige shareholder electing to accept the mandatory offers in respect of all or part of his ordinary and/or preference shareholding, will be paid to such shareholder on the sixth business day from the date of acceptance of the mandatory offers. Salient Dates The salient dates and times as set out in the revised offer announcements are accordingly confirmed. Shareholders should note that the mandatory offers may not be accepted after 12:00 on Friday, 15 June 2012, being the revised record date and closure date. Preference Share Dividend Preference shareholders are reminded that a preference share dividend of 12.94 cents (gross) per preference share will be paid to preference shareholders recorded in the Beige share register at the close of business on Friday, 1 June 2012. Shareholders accepting the mandatory offer before this date will forfeit the dividend. Acceptances to Date Shareholders are advised that as at the date of this announcement, shareholders holding 479 971 ordinary shares, representing 0.03% of the ordinary share capital and 58 133 preference shares, representing 0.23% of the preference share capital have accepted the mandatory offers. As disclosed in the revised offer announcements, Trustee Board Investments (Pty) Ltd ("TBI"), has provided Lion Match with a signed irrevocable undertaking to accept the mandatory offers in respect of 248 970 515 (two hundred and forty eight million nine hundred and seventy thousand five hundred and fifteen) ordinary shares, representing 15.26% of the issued ordinary shares and 17 804 914 (seventeen million eight hundred and four thousand nine hundred and fourteen) preference shares, representing 71.22% of the issued preference shares in Beige. The ordinary share acceptances received to date, taken together with the TBI irrevocable undertaking in respect of its ordinary shareholding will increase Lion Match`s current shareholding of 562 841 737 ordinary shares, representing 34.49% of the issued ordinary shares (including treasury shares), to 812 292 223 ordinary shares, representing 49.78% of the issued ordinary shares (including treasury shares) and 52.60% of the voting rights (excluding treasury shares) in Beige. Johannesburg 28 May 2012 Designated Advisor Arcay Moela Sponsors (Pty) Ltd Date: 28/05/2012 10:11:01 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.

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