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Notice of Application in Terms of Section 150(5) of The Companies Act 71 of 2008 for a Further Extension of Time To
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 A FURTHER EXTENSION OF TIME TO PUBLISH THE
BUSINESS RESCUE PLAN
Shareholders are referred to the announcements released on SENS on
11 March 2015, 17 March 2015, 14 April 2015 and 20 April 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 a
further 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
(BRPs) in terms of Section 150(5) of the Companies Act 71 of 2008
(“the Act”), for a further Extension of Time to publish the
Business Rescue Plan, which is due to be published by 30 May 2015.
(The Second Extension), until the 30th of June 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:
(i) By the High Court, on application by the Company.
(ii) 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 Creditors’ Committee on the further
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 a further 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 a further Extension of Time within
which to publish the Business Rescue Plan are inter alia the
following:
1. Post-Commencement Finance (PCF) has been provided by two of
the Company’s funders, who are substantial Creditors of the
Company, as well as CGIC. The PCF Funding has been extended from
time to time, dependant on the trading of the business as well as
the interest of strategic investors. The current extension is
until the 1st of June 2015. The BRPs are confident that this
period will be extended considering what is set out below.
2. The BRPs have received two non-binding offers for the entire
business as a going concern (local and international) and are
currently engaging and attending to their due diligence
requirements (including site visits in SA and USA), with the goal
of progressing one or both to a binding offer. In the intervening
period, should they decide not to proceed, there is a third offer
for all of the assets of the company.
3. In addition, the BRPs have received one non-binding offer for
a division of the business including the USA subsidiary. Several
other parties are still engaged in reviewing the data room with a
view to submitting offers.
4. The BRPs have obtained a liquidation value for the assets of
the S.A. business (which is under Business Rescue), from a
reputable firm of valuators.
5. The BRPs have assessed the viability and sustainability of the
various divisions/branches and wholly owned subsidiaries.
Considering the financial constraints, have undertaken certain
restructuring actions to contain costs and continue trading. Since
filing for Business Rescue, 48 employees have exited the business.
6. Considering the interest of the potential investors, and
considering the costs of a formal liquidation, the BRPs believe
that their efforts to conclude a transaction as a going concern
(outside a liquidation process) will be beneficial to all the
creditors of the Company.
7. The PCF funding has permitted the business to continue to
trade as best as possible in the circumstances, to preserve its
underlying value.
Accordingly, the BRPs recommend that the publication of the
Business Rescue Plan be delayed until 30 June 2015. This permits
enough time to press suitors to complete their due diligence and
confirm binding offers.
Affected Parties are referred to Section 7(5) of the 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 15h00 on 28 May
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
further Extension (the Second Extension).
UNQUOTE
A copy of the notification letter is available on the Company’s
website hosted at www.chemspecpaint.com.
This announcement is for information purposes only and Shareholders
are not required to vote on the matter.
Please direct all enquires to the following email address:
businessrescue@chemspecpaint.com
Durban
21 May 2015
Designated Advisor:
Grindrod Bank Limited
Date: 21/05/2015 04:33:00 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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