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Joint Firm Intention Announcement To Make An Offer
Dorbyl Limited Industrial Development
(Incorporated in the Corporation Of South
Republic of South Africa) Africa Limited
Registration Number: (Incorporated in the
1911/001510/06 Republic of South Africa)
Share Code: DLV ISIN: Registration Number:
ZAE000002184 1940/014201/06
("Company" or "Dorbyl") (“IDC”)
JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE AN OFFER TO
DORBYL ORDINARY SHAREHOLDERS BY THE INDUSTRIAL DEVELOPMENT
CORPORATION OF SOUTH AFRICA LIMITED ON BEHALF OF A PRIVATE
COMPANY TO BE NOMINATED (“the Offeror”)
1. INTRODUCTION
1.1 The ordinary shareholders of Dorbyl are advised that the
board of directors of Dorbyl received a firm intention offer
letter from the Offeror to make an offer to acquire up to
100% (one hundred percent) of the total issued ordinary share
capital in Dorbyl (“the Sale Shares”), subject to the Offeror
acquiring a minimum shareholding in Dorbyl of 75% (seventy
five percent) (“the Minimum Threshold”) of the entire issued
ordinary share capital of Dorbyl(“the Proposed Offer”).
1.2 The Proposed Offer constitutes a firm intention by the
Offeror to make an offer to the Company as contemplated in
Chapter 5 of the Companies Act, 2008 (“the Companies Act”)
and Chapter 5 of the Companies Regulations, 2011 (the
“Regulations”) and is subject only to the condition that 75%
(seventy five percent) of the shareholders to whom the
Proposed Offer is made accept the offer.
1.3 The Proposed Offer will also constitute an “affected
transaction” as defined in section 117(c) of the Companies
Act and will be regulated by the Companies Act, the
Regulations and the Takeover Regulation Panel (“TRP”).
1.4 Accordingly the terms of the Proposed Offer that will be made
to the Dorbyl ordinary shareholders are set out in this joint
firm intention announcement (“Joint Announcement”).
2. MECHANICS OF THE PROPOSED OFFER
2.1 In terms of the Proposed Offer, the Offeror offers to acquire
the Sale Shares, subject to the fulfilment of the Conditions
as to the Proposed Offer in paragraph 4 below, for an
acquisition consideration of R0.73 (seventy three cents) per
ordinary share (“the Proposed Offer Consideration”), payable
in cash, which comprises a maximum total offer consideration
of R24 871 141 (twenty four million eight hundred and seventy
one thousand one hundred and forty one Rand).
2.2 The posting of the circular required to implement the
Proposed Offer (“the Circular”) will be subject to the
Posting Conditions set out in paragraph 3 hereunder (“the
Posting Conditions”).
3. POSTING CONDITIONS
3.1 The posting of the Circular to the Dorbyl ordinary
shareholders is subject to the Posting Conditions that, by no
later than 30 November 2012:
3.1.1 the Dorbyl Board has retained an independent expert in
terms of Regulation 110 of the Takeover Regulations and such
expert has prepared and issued a report concerning the
Proposed Offer;
3.1.2 the independent board of Dorbyl recommends to the shareholders
of Dorbyl that they accept the Proposed Offer;
and
3.1.3 to the extent applicable, all requisite approvals have been
received from the JSE, the TRP and the Financial Surveillance
Department of the South African Reserve Bank for the posting
of the Circular.
3.2 The conditions in paragraph 3.1.1 to 3.1.3 are regulatory in
nature and cannot be waived, although the time period within
which such conditions are to be fulfilled may be extended, by
the Offeror in its sole discretion by notice to Dorbyl in
writing.
4. Conditions as to the Proposed Offer
4.1 The Proposed Offer will be subject to (and will become
operative on the relevant operative date upon) the fulfilment
of the following Proposed Offer Conditions on or before
31 January 2013:
4.1.1 the acceptance of the Proposed Offer by such number of
ordinary shareholders so as to achieve the Minimum
Threshold;
4.1.2 in respect of the implementation of the Proposed Offer and
only to the extent that same may be applicable, the
approval of the Competition Authorities, the South African
Reserve Bank, the JSE, the TRP (through the issue of the
requisite compliance certificate) and any other relevant
regulatory authorities (either unconditionally or subject
to conditions acceptable to the Offeror).
4.2 The fulfilment of the Conditions to the Proposed Offer in
paragraphs 4.1.1 and 4.1.2, may not be waived but may be
extended by the Offeror, by up to 60 days, in its sole
discretion, upon written notice to Dorbyl, but the Offeror
shall not be entitled to extend the date to a date later
than the aforesaid 60 day period without the prior written
consent of Dorbyl.
5. Certainty of funds
The TRP has been given appropriate written confirmation by
Absa Bank Limited, as contemplated in Regulation 111(4) and
Regulation 111(5) of the Companies Regulations, that the
Offeror has sufficient cash resources and/or facilities
available to them to meet its cash commitments to the Dorbyl
ordinary shareholders in relation to the Proposed Offer.
6. Competition and other Regulatory Issues
6.1 The Offeror does not anticipate any obstacles to obtaining
competition approval that will unnecessarily delay the
completion of the Proposed Offer.
6.2 The Offeror is aware that certain bodies will require
notification of the Proposed Offer and will work together
with the Dorbyl ordinary shareholders and their advisors to
ensure that any standard regulatory approvals are achieved
timeously, and that all reasonably necessary actions
required to secure competition approval (if any) are taken.
7. Amendment or variation of the Proposed Offer
No amendment or variation of the Proposed Offer shall be
valid unless it is agreed to by the Offeror in writing and
approved by the TRP, provided that the Offeror shall not
agree to any amendment or variation that has the effect of
reducing the Proposed Offer Consideration.
8. No set-off of Proposed Offer Consideration
Settlement of the Proposed Offer Consideration pursuant to
the Proposed Offer will be implemented in full in accordance
with the terms of the Proposed Offer without regard to any
lien, right of set-off, counterclaim, deduction, withholding
or other analogous right to which the Offeror may otherwise
be, or claim to be, entitled against any shareholder.
8. Arrangements, Agreements And Undertakings
There are no arrangements, agreements or undertakings
between the Offeror, 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
Proposed Offer.
9. Opinions and Recommendations
As required in terms of the Companies Act and the Companies
Regulations, Dorbyl has to constitute an independent board
(the “Dorbyl Independent Board”). Tracy Morkel, Phildo
Steyn and Jacques Badenhorst have been appointed as members
of the Dorbyl Independent Board.
The Dorbyl Independent Board will appoint an independent
expert to provide the Dorbyl Independent Board with external
advice in regard to the Proposed Offer and to make
appropriate recommendations to the Dorbyl Independent Board
for the benefit of the Dorbyl ordinary shareholders. The
substance of the external advice and the views of the Dorbyl
Independent Board will be detailed in the Circular.
10. Directors’ Responsibility Statement
10.1 The directors of the Offeror, insofar as the information in
this Joint Announcement relates to the Offeror:
10.1.1 collectively and individually accept full responsibility
for the accuracy of the information given in this Joint
Announcement;
10.1.2 certify that, to the best of their knowledge and belief,
the information in this Joint Announcement is true and
correct; and
10.1.3 certify that, the Joint Announcement does not omit
anything likely to affect the importance of the
information disclosed.
10.2 The Dorbyl Independent Board, insofar as the information in
this Joint Announcement relates to Dorbyl:
10.2.1 collectively and individually accept full responsibility
for the accuracy of the information given in this Joint
Announcement;
10.2.2 certify that, to the best of their knowledge and belief,
the information in this Joint Announcement is true and
correct; and
10.2.3 certify that, the Joint Announcement does not omit
anything likely to affect the importance of the
information disclosed.
11. Advisor
PSG Capital Proprietary Limited has been appointed by Dorbyl
as transaction advisor to Dorbyl and will be responsible for
the drafting of all documentation, including but not limited
to the SENS announcements and/or the Circular documentation
as may be required by the Company to execute the Proposed
Offer.
12. Costs
12.1 Following the fulfilment of the Posting Conditions, should
the Proposed Offer thereafter fail as a result of non-
fulfilment of any of the Offer conditions, the Offeror will
make a contribution equal to 50% (fifty percent) of the
costs of posting the Circular plus 50% (fifty percent) of
any printing fees towards Dorbyl’s expenses incurred as a
result of posting the Circular on behalf of the Offeror.
12.2 Upon the successful implementation of the Proposed Offer,
the Offeror shall be responsible for all of the agreed costs
associated with the implementation of the Proposed Offer.
13. Governing Law
The Proposed 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.
Johannesburg
8 October 2012
Transaction advisor and sponsor to Dorbyl: PSG Capital
Proprietary Limited
Date: 08/10/2012 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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