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Posting of circular to shareholders regarding the disposal by Basil Read of 100% of Twp Holdings (Pty) Ltd To Worley
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")
POSTING OF CIRCULAR TO SHAREHOLDERS REGARDING THE DISPOSAL BY BASIL READ OF
100% OF TWP HOLDINGS (PTY) LTD TO WORLEYPARSONS RSA (PTY) LTD
1. Introduction
Basil Read shareholders are referred to the announcements released on the Stock Exchange News Service
(“SENS”) on Friday, 21 December 2012, Wednesday, 5 December 2012 and Tuesday, 23 October 2012,
respectively, (collectively, the “Transaction Announcements”) regarding the agreement dated 23 October 2012
entered into between Basil Read and WorleyParsons RSA (Pty) Ltd (“WorleyParsons SA”), a subsidiary of
WorleyParsons Ltd (“WorleyParsons”), whereby WorleyParsons SA will acquire the entire issued share capital
held by Basil Read in TWP Holdings (Pty) Ltd (“TWP”), for a cash consideration of ZAR900 million (“Purchase
Consideration”), hereinafter the “Proposed Transaction”. Using the terms defined in the Transaction
Announcements, Basil Read shareholders are advised that as certain of the conditions precedent as set out in
the Transaction Announcements have not been fulfilled within the time periods provided for in the Sale
Agreement and the reinstatement first and second addendum agreements, respectively, Basil Read, TWP and
WorleyParsons SA have exchanged extension letters dated 31 January 2013, 1 February 2013 and 5 February
2013, respectively, which allow additional time for fulfillment of certain of the conditions precedent as set out in
paragraph 2 below (collectively, the “Extension Agreement”).
The Proposed Transaction excludes, amongst others, Basil Read Matomo Projects (Pty) Ltd, TWP Matomo
Process Plant (Pty) Ltd, TWP Investments (Pty) Ltd, LYT Architecture (Pty) Ltd (previously TPSP Architects
(Pty) Ltd), TWSP Pty Ltd (previously TWP Australia (Pty) Ltd) and Outsourced Plant Solutions SA (Pty) Ltd,
together the “Excluded Companies”. The Excluded Companies will continue to operate as subsidiaries of Basil
Read, on a standalone basis within the Group.
2. Revised dates regarding the fulfillment of certain of the conditions precedent relating to the Proposed
Transaction
The Extension Agreement allows additional time for the fulfillment of certain of the conditions precedent as set
out below:
- the Restructuring being completed and implemented by Basil Read by 20 February 2013;
- WorleyParsons SA accepting the disclosure schedule as set out in Annexure N of the Sale Agreement by
20 February 2013;
- the Shareholders of Basil Read approving the Proposed Transaction, as required in terms of the Listings
Requirements of the JSE, on or before 8 March 2013;
- WorleyParsons SA and Basil Read negotiating in good faith to reach agreement on the terms of the
Matomo Service Agreement by no later than 20 February 2013;
- WorleyParsons SA providing Basil Read with a written parent guarantee for the Purchase Consideration
in a form acceptable to Basil Read by no later than 20 February 2013; and
- Basil Read delivering the written Guarantee in a form acceptable to WorleyParsons SA, by no later than
20 February 2013.
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.
The following Conditions Precedent have been fulfilled, or waived as the case may be, post entering into the
Extension Agreement but prior to the posting of the circular to shareholders:
- The Matomo Service Agreement has been concluded;
- Basil Read delivered the written Guarantee in a form acceptable to WorleyParsons SA; and
- WorleyParsons SA provided Basil Read with a written parent guarantee for the Purchase Consideration.
3. Posting of circular and notice of general meeting
A circular containing full details of the Proposed Transaction and incorporating a notice of general meeting of
Basil Read shareholders was posted to shareholders today.
Shareholders are advised that the general meeting will be held at the registered office of Basil Read, being The
Basil Read Campus, 7 Romeo Street, Hughes Extension, Boksburg 1459, at 10:00 South African Time (“SAT”)
on Friday, 8 March 2013 for the purpose of considering and, if deemed fit, passing with or without modification,
the ordinary resolutions relating to the Proposed Transaction (“General Meeting”).
4. Salient dates and times
The important salient dates and times relating to the Proposed Transaction are set out below:
2013
Record date, as determined by the board of directors in accordance with Friday, 1 February
section 59 of the Companies Act, No 71 of 2008 for shareholders to be
eligible to receive this circular and the notice of General Meeting
Posting of the circular to shareholders Friday, 8 February
Last day to trade in order to participate and vote at the General Meeting Friday, 22 February
Record date for shareholders in order to participate and vote at the Friday,1 March
General Meeting
Last day to lodge forms of proxy (blue) in respect of the General Meeting Wednesday, 6 March
by 10:00 SAT
General meeting of Basil Read shareholders to be held at 10:00 SAT Friday, 8 March
Results of General Meeting released on SENS Friday, 8 March
Result of General Meeting published in the South African press Monday, 11 March
Expected date of Proposed Transaction becoming unconditional Wednesday, 13 March
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS
and published in the press. All times referred to above are local times in South Africa on a 24 hour basis.
2. No orders to dematerialise or rematerialise securities will be processed from the business day following
the last date to trade, Monday, 25 February 2013 up to and including the record date, Friday, 1 March
2013 but such orders will again be processed from the first business day after the record date.
3. The certificated register will be closed between the last day to trade, Friday, 22 February 2013 and the
record date, Friday, 1 March 2013.
Johannesburg
8 February 2013
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: 08/02/2013 05:15:00 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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