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DORBYL LIMITED - Joint Firm Intention Announcement To Make An Offer

Release Date: 08/10/2012 13:30
Code(s): DLV     PDF:  
Wrap Text
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'). 
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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