BEIGE HOLDINGS LIMITED - Update on odd-lot offer, restructuring of share capital & claw-back offer; section 60 notice & renewal of cautionary

Update on odd-lot offer, restructuring of share capital & claw-back offer; section 60 notice & renewal of cautionary

BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the Company”)
ISIN Code: ZAE000034161        Share code: BEG


UPDATE ON PROPOSED ODD-LOT OFFER, RE-STRUCTURING OF SHARE CAPITAL AND CLAW-
BACK OFFER; NOTICE OF SUBMISSION OF PROPOSED SPECIAL AND ORDINARY
RESOLUTIONS TO SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT, 71
OF 2008, AS AMENDED (“COMPANIES ACT”) AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the announcement released on SENS on
28 May 2014 which detailed a proposed odd-lot offer, restructuring of the
share capital of the Company and claw-back offer.

Shareholders are advised that as a result of Beige entering into a closed
period on 1 July 2014, the board of directors has resolved to reverse the
order of the proposed transactions as the Company and its subsidiaries are
prevented from repurchasing securities during a closed period. The proposed
claw-back offer will now be implemented prior to the proposed consolidation
of the share capital and proposed odd-lot offer and the salient dates
previously announced in terms of the proposed transactions have accordingly
been postponed.

As advised in the 28 May 2014 announcement, in order to be able to implement
the proposed claw-back offer, the Company will need to seek shareholder
approval for:
 - the conversion of the ordinary share capital to shares of no par value;
 - an increase in the authorised share capital of the Company; and
 - authority to issue shares that will have voting power in excess of 30% of
   the voting power of all the ordinary shares held by shareholders prior to
   the claw-back offer.

Shareholders are notified that the board of directors has resolved to
propose that shareholders consider and, if deemed fit, pass the resolutions
required to implement the above changes to the share capital of the Company
(the “resolutions”) by written consent in terms of section 60 of the
Companies Act.

The section 60 notice of the resolutions (the “notice”) was posted to
shareholders of the Company on Thursday, 19 June 2014 and will be sent
electronically to shareholders who have provided the Company with electronic
contact details, today, Friday, 20 June 2014.  The notice will also be
available to be viewed on the Company’s website, www.beige-holdings.co.za.

The record date for the purpose of voting on the resolutions (being the date
on which an ordinary shareholder must be registered in the Company’s
register of shareholders in order to vote on the resolutions) is Thursday,
26 June 2014. The salient dates in respect of the notice are as follows:

Record date for determining which shareholders will
be entitled to receive this notice:                    Friday, 13 June 2014
Record date for determining which shareholders are
entitled to vote on the Resolutions contained in      
this notice:                                           Thursday, 26 June 2014
Date form of written consent is to be received by      
the company secretary by 12h00:                        Thursday, 24 July 2014

Shareholders are advised that The Lion Match Company Proprietary Limited,
which holds 78.53% of the issued ordinary shares of Beige, intends voting in
favour of the resolutions.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue to exercise caution when trading in the
Company’s shares until such time as the price, ratio and pro forma financial
effects of the proposed claw-back offer have been announced on SENS.

Johannesburg
20 June 2014

Designated Advisor
Arcay Moela Sponsors Proprietary Limited

Date: 20/06/2014 04:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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