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Disposal by Basil Read of 100% of TWP Holdings (PTY) Limited to WorleyParsons RSA Group (PTY) Limited and Renewal
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number 1984/007758/06
Share Code: BSR ISIN: ZAE000029781
("Basil Read" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE DISPOSAL BY BASIL READ OF 100% OF TWP
HOLDINGS (PTY) LIMITED TO WORLEYPARSONS RSA GROUP (PTY) LIMITED AND RENEWAL
OF EXISTING CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Basil Read shareholders are referred to the announcement released on the Securities Exchange News
Service (“SENS”) on Tuesday, 23 October 2012 (the “Initial Transaction Announcement”) regarding
the agreement dated 23 October 2012 entered into with WorleyParsons Limited whereby
WorleyParsons RSA Group (Pty) Limited , will acquire the entire issued share capital held by Basil
Read in TWP Holdings (Pty) Limited for a cash consideration of ZAR900 million (c.A$97* million) and
using the terms defined in the Initial Transaction Announcement unless otherwise stated, are advised
that certain of the conditions precedent as set out in paragraph 6 of the Initial Transaction
Announcement have not been fulfilled within the time periods initially provided for in the Sale
Agreement. As a result, the Parties have entered into a reinstatement first addendum agreement dated
04 December 2012 which reinstates the Sale Agreement and allows additional time for fulfillment of
certain of the conditions precedent as set out in paragraph 2 below.
.
2. REVISED DATES REGARDING THE FULFILLMENT OF CERTAIN OF THE CONDITIONS
PRECEDENT RELATING TO THE PROPOSED TRANSACTION
As detailed in the Initial Transaction Announcement, the implementation of the Proposed Transaction
remains subject to the fulfillment, or waiver, as the case may be of certain conditions precedent, on or
by the dates set out in the reinstatement first addendum agreement including, amongst others:
* WorleyParsons providing Basil Read with a written guarantee for the Purchase Consideration on
or before 15 January 2013;
* all relevant regulatory approvals being obtained for the Proposed Transaction, including from:
* the JSE on or before 1 February 2013;
* the South African Reserve Bank exchange control department on or before 11 January
2013; and
* the South African Competition Authorities on or before 15 February 2013, which filing has
already been submitted;
* Basil Read shareholder approval for the Proposed Transaction on or before 5 March 2013;
* Basil Read providing a written bank or third party guarantee valid for two years, to
WorleyParsons SA, agreeing payment by the guarantor to WorleyParsons SA of an amount in
the aggregate up to a maximum of 5% of the Purchase Consideration, to meet any claims of
WorleyParsons SA under the terms of the Sale Agreement on or before 15 January 2013;
* the obtaining of the necessary written consents from the relevant counter party/ies to all material
agreements specified by WorleyParsons SA who would otherwise be entitled to terminate such
agreements as a result of the Proposed Transaction on or before 31 January 2013;
* the Restructure being completed on or before 15 January 2013;
* the Parties agreeing the salient terms of the Matomo Service Agreement on or before 15
January 2013; and
* no material adverse change with regard to the operations, continued existence, business,
condition, assets and/ or liabilities of TWP, being notified by WorleyParsons SA to Basil Read
within 24 hours after the fulfillment or waiver, as the case may be, of the last of the other
conditions precedent. To be regarded material, any change much have, or be reasonably
expected to have, an adverse impact on TWP EBITDA of not less than 15% when compared to
the projected EBITDA for the period ended 31 December 2012 and/ or 31 December 2013.
Shareholders are advised that WorleyParsons SA has elected to exclude TWP Australia (Pty) Limited
from TWP and as such it will not be included in the Proposed Transaction.
Each of Basil Read and WorleyParsons SA will continue to use its reasonable endeavours to procure
the fulfilment of the above conditions precedent on or before the dates stipulated above.
3. PRO FORMA FINANCIAL EFFECTS, CIRCULAR AND SALIENT DATES AND TIMES RELATING
TO THE PROPOSED TRANSACTION
The pro forma financial effects on the reported financial information of Basil Read, a circular
incorporating a notice of general meeting and an announcement regarding the salient dates and times
of the Proposed Transaction will be released to shareholders in due course.
4. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Basil Read shareholders are referred to the cautionary announcements released by the Company on
SENS on Monday, 02 July 2012, Tuesday, 14 August 2012, Thursday, 23 August 2012, Friday, 5
October 2012 and Tuesday, 23 October 2012, respectively, and are advised that as the pro forma
financial effects of the Proposed Transaction are still being determined, which may have a material
effect on the price of Basil Read shares, shareholders are accordingly advised to continue to exercise
caution when dealing in Basil Read’s securities until a further announcement is made.
Johannesburg
5 December 2012
* Exchange rate applied as at 4 Dec 2012: ZAR9.2408:A$1
For further information please contact:
Marius Heyns
Chief Executive Officer: Basil Read
Office: +27 11 418 6300
Financial Adviser, JSE Transaction Sponsor and JSE Sponsor
Macquarie First South Capital (Pty) Limited
Legal advisers
Werksmans Attorneys
Investor Relations Advisers
College Hill (Pty) Limited
Date: 05/12/2012 08:51:00 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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