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Notice of Application for a further extension of time to publish the Business Rescue Plan
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, 20 April 2015, 21 May
and 29 May 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 June 2015.
(The Third Extension), until the 15 of August 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 Chairman 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 2 of the
Company’s funders, who are substantial Creditors of the Company, as
well as the insurer of certain of the Company’s Creditors. 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 30th of June 2015.
The BRPs are confident that this period will be extended
considering what is set out below.
2. The BRPs have received a binding offer for the operating and
current assets of the entire South African business as a going
concern and the shares of the USA, Botswana and Zambian businesses.
3. The conditions precedent for the offer, to be incorporated in
a binding sale agreement currently being prepared by the BRP
lawyers, will include:
3.1 Approval by the Competitions Commission of the transaction;
3.2 Conclusion of an arrangement in respect of the Canelands
property, that is acceptable to the Purchaser;
3.3 Adoption by the Creditors of a Business Rescue Plan in terms
of Section 150 of the Act.
4. Based on the valuation obtained for the operating assets of
the S.A. business (which is under Business Rescue) from a reputable
firm of valuators, the binding offer is an exceptionally attractive
offer and the BRPs will recommend its acceptance under a Business
Rescue Plan.
5. The offer provides for the transfer of all employment
contracts in terms of Section 197 of the Labour Relations Act.
Accordingly, the BRPs recommend that the deadline for the
publication of the Business Rescue Plan be extended until 15 August
2015. This permits enough time to finalise the conditions precedent
and prepare and publish the Business Rescue Plan.
Affected Parties are referred to Section 7(k) 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 30 June
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 Third 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
This notification is sent to shareholders for information purposes
only and they will not be required to vote on the matter.
Durban
26 June 2015
Designated Advisor:
Grindrod Bank Limited
Date: 26/06/2015 04:00:00 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
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