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Disclosure of acquisition of securities and voluntary notification of a Firm Intention to Make a Mandatory Offer
Dorbyl Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")
DISCLOSURE OF ACQUISITION OF SECURITIES AND VOLUNTARY
NOTIFICATION OF A FIRM INTENTION TO MAKE A MANDATORY OFFER TO
DORBYL SHAREHOLDERS RECEIVED FROM AFRICAN DUNE INVESTEMENTS 311
(PROPRIETARY) LIMITED (“AFRICAN DUNE”)
1. INTRODUCTION
1.1 Shareholders are hereby advised that the Company has received
written notification from African Dune that it has increased
its total shareholding in Dorbyl to 41.69%, net of the
treasury shares, following the conclusion of a series of
acquisitions with (“Written Notification”):
1.1.1 The Reef Group (Proprietary) Limited (“Reef Group”), in
terms of which Reef Group has disposed of a 20.1%
interest in the securities of the Company to African
Dune, such that the total interest in the securities of
the Company held by Reef Group has decreased to 0% of the
total issued share capital of the Company;
1.1.2 RECM and Calibre Limited (“RECM”), in terms of which RECM
has disposed of a 14.8% interest in the securities of the
Company to African Dune, such that the total interest in
the securities of the Company held by RECM has decreased
to 0% of the total issued share capital of the Company
shares; and
1.1.3 Metkor Group Limited ("Metkor"), in terms of which Metkor
has disposed of a 6.51% interest in the securities of the
Company to African Dune’s nominees such that the total
interest in the securities of the Company held by Metkor
has decreased to 0% of the total issued share capital of
the Company.
1.2 The Company has further been advised that the shares acquired
in terms of paragraph 1.1 above were acquired for a maximum
consideration of R0,65 (sixty five cents) per share.
Therefore in terms of section 123 of the Companies Act, 2008
as amended (“the Act”), African Dune is required to make a
mandatory offer to all remaining shareholders of Dorbyl
(“Mandatory Offer”).
1.3 The Mandatory Offer will be regulated by the Act, the
Companies Regulations, 2011 (“Companies Regulations”) and the
Takeover Regulation Panel (“TRP”).
1.4 The information in this announcement relating to the
Mandatory Offer as presented in paragraph 3 below, is a
summary of the terms contained in the Written Notification.
2. FURTHER INTEREST BY THIRD PARTY TO MAKE AN OFFER
Shareholders are further advised that the Board has received
an indicative non-binding interest from a third party who has
indicated to the Board that it may also make an offer to
Dorbyl shareholders. In the event that such an offer is made,
the Board will immediately advise shareholders accordingly.
3. TERMS OF THE MANDATORY OFFER RECEIVED
3.1 The Mandatory Offer
In terms of the Mandatory Offer, African Dune shall offer to
acquire all Dorbyl ordinary shares held by Dorbyl
shareholders, save for African Dune, in exchange for the
Mandatory Offer consideration of R0,65 (sixty five cents) per
share (“Mandatory Offer Consideration”). Dorbyl shareholders
may elect to accept the Mandatory Offer in whole or in part.
3.2 The Mandatory Offer Consideration
The Mandatory Offer Consideration of R0,65 (sixty five cents)
per share surrendered in terms of the Mandatory Offer shall
be payable in cash.
3.3 Cash Confirmation
The TRP and the Company has been given appropriate written
confirmation by African Dune, as contemplated in Regulation
111(4) of the Companies Regulations, confirming that African
Dune has sufficient cash resources and/or facilities
available to them to meet its cash commitments to Dorbyl
shareholders in relation to the Mandatory Offer.
3.4 Amendment or variation of the Mandatory Offer
No amendment or variation of the Mandatory Offer shall be
valid unless it is agreed to by African Dune in writing and
approved by the TRP, provided that African Dune shall not
agree to any amendment or variation that has the effect of
reducing the Mandatory Offer Consideration.
3.5 No set-off of Mandatory Offer Consideration
Settlement of the Mandatory Offer Consideration pursuant to
the Mandatory Offer will be implemented in full in accordance
with the terms of the Mandatory Offer without regard to any
lien, right of set-off, counterclaim, deduction, withholding
or other analogous right to which African Dune may otherwise
be, or claim to be, entitled against any shareholder.
3.6 Mandatory Offer not made where unlawful
The Mandatory Offer does not constitute an offer to purchase
or the solicitation of an offer to sell any African Dune
shares in any jurisdiction in which such Mandatory Offer,
solicitation or sale would be unlawful prior to the
registration or qualification under the laws of such
jurisdiction.
3.7 Governing law
The Mandatory Offer will be governed by and construed in
accordance with the laws of South Africa and shall be subject
to the exclusive jurisdiction of the South African courts.
3.8 Unconditional Mandatory Offer
The Mandatory Offer will not be subject to any conditions
precedent.
3.9 Competition Commission
In the event that African Dune increases its shareholding in
Dorbyl to above 49.9% and approval from the Competition
Authorities is required but not obtained, then, to the extent
that the Mandatory Offer is not amended to a partial offer,
African Dune will be required to reduce its shareholding in
Dorbyl to the level of shareholding and in the manner
stipulated in the Companies Regulations, 2011.
3.10 Arrangements, Agreements and Undertakings
There are no arrangements, agreements or undertakings between
African Dune, Dorbyl, any director of Dorbyl, any person who
was a director of Dorbyl in the previous 12 months, any
shareholder of Dorbyl or any shareholder of Dorbyl in the
previous 12 months, that is material to the Mandatory Offer.
4. OPINIONS AND RECOMMENDATIONS BY DORBYL BOARD
As required in terms of the Companies Act and the Companies
Regulations, Dorbyl has to constitute an independent board
(the “Dorbyl Independent Board”). The Board will convene in
due course to make the necessary appointments to the
Independent Board. The Dorbyl Independent Board will appoint
an independent expert to provide the Dorbyl Independent Board
with external advice in regard to the Mandatory Offer and to
make appropriate recommendations to the Dorbyl Independent
Board for the benefit of Dorbyl Shareholders. The substance
of the external advice and the views of the Dorbyl
Independent Board will be detailed in the circular referred
to below.
5. FURTHER DOCUMENTATION AND SALIENT DATES
5.1 As required in terms of the Companies Act and the Companies
Regulations, a circular to Dorbyl shareholders detailing the
required information which Dorbyl is obliged to disclose
insofar as the Mandatory Offer is concerned, will be posted
to shareholders in due course.
Johannesburg
21 September 2012
Transaction advisor and sponsor to Dorbyl: PSG Capital
Proprietary Limited
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