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Notice of application in terms of section 150(5) of the Companies Act 71 of 2008 for an extension of time to publish
Chemical Specialities Limited
Incorporated in the Republic of South Africa
Registration number 2005/039947/06
Share code: CSP &CSPP
ISIN: ZAE000109427 & ZAE000184305
("Chemspec" or "the Company")
NOTICE OF APPLICATION IN TERMS OF SECTION 150(5) OF THE COMPANIES
ACT 71 OF 2008 FOR AN EXTENSION OF TIME TO PUBLISH THE BUSINESS
RESCUE PLAN
Shareholders are referred to the announcements released on SENS on
11 March 2015 and 17 March 2015 and are further advised that the
Company has distributed a notice letter to all affected persons of
the Company of the application in terms of section 150(5) of the
Companies Act 71 of 2008 for and extension of time to publish the
Business Rescue Plan.
The content of the notice letter is set out below:
Quote:
Application is hereby made by the Business Rescue Practitioners in
terms of Section 150(5) of the Companies Act 71 of 2008 (“the
Act”), for an Extension of Time to publish the Business Rescue
Plan, which is due to be published within 25 days of the
appointment of the Business Rescue Practitioners. In this instance
the 21st of April 2015.
In terms of Section 150(5) of the Act, an Extension of Time to
publish the Business Rescue Plan can be allowed in one of two ways,
namely:
1. By the High Court, on application by the Company.
2. By the holders of the majority of the Creditors’ voting
interests, voting in favour of the Extension of Time to publish the
Business Rescue Plan.
Having consulted with the Chairman of the Creditors’ Committee on
the Extension of Time, it has been agreed that to curtail costs,
the Extension be obtained by Creditors voting for or against the
Extension of Time.
Attached to this Notice is a Voting Ballot. Kindly complete and
indicate your preference (for or against the Extension of Time) and
return it to the Business Rescue Practitioners, at the following e-
mail address: voting@chemspecpaint.com.
The reasons for the request for the Extension of Time within which
to publish the Business Rescue Plan are inter alia the following:
1. PCF finance has been provided by 2 of the Company’s funders, who
are substantial Creditors of the Company, as well as CGIC, to
enable the BRPs to find Strategic Investors to acquire the business
as a whole, alternatively to restructure the Business and/or to
dispose of divisions of the business. The PCF agreements have only
recently been finalised.
2. Negotiations are advanced with an International Strategic
Investor to acquire the business as a whole. This Investor was
prevented from meeting with the BRPs from the 10th to the 13th of
April 2015, as they were grounded in Europe by air traffic
controller strikes. It is anticipated that they will now arrive
during the week commencing 13 April 2015. They have employed a
reputable firm of Accountants to conduct a Due Diligence on their
behalf, if their initial investigations are positive.
3. The BRPs are also assessing the viability and sustainability of
the various divisions / branches and wholly owned subsidiaries in
the course of developing an appropriate Plan to restructure the
business and the balance sheet of the Company, which process
involves significant detailed analysis and modelling.
4. To enable the BRPs to accurately perform steps 2 and 3 above,
and in particular to accurately calculate the liquidation dividend,
they have instructed a firm of Valuators to conduct a valuation of
the assets. The valuation will only be available by 28 April 2015.
The BPRs are of the opinion that there will be no prejudice
suffered by affected parties if an extension is granted for the
publication of the Plan, as their actions in paragraph 2 and 3
above, which are not yet complete, could result in a better return
for the Creditors, than would result from the immediate liquidation
of the Company, and the asset base will not erode any further in
the period requested for the Extension of Time.
Accordingly, the BRPs recommend that the Business Rescue Plan be
published on or before the 30th of May 2015. If circumstances
permit, it will be done sooner.
Affected Parties are referred to Section 7(5) of the Companies Act,
which states that one of the purposes of the Act is “to provide for
the efficient rescue and recovery of financially distressed
companies in a manner that balances the rights and interests of all
relevant stakeholders”.
Kindly return the attached Voting Ballot before 15:00 on 17 April
2015 specifying your election by returning it by e-mail to:
voting@chemspecpaint.com. Should you not respond before the
deadline, it will be assumed that you have no objections to the
Extension.
UNQUOTE
A copy of the notification letter and the voting ballot is
available on the Company’s website hosted at www.chemspecpaint.com.
Please direct all enquires to the following email address:
businessrescue@chemspecpaint.com
Durban
14 April 2015
Designated Advisor:
Grindrod Bank Limited
Date: 14/04/2015 02:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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