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BEG/BEGP2 - Beige Holdings Limited - Takeover Regulation Panel issues ruling on the comparable offer made by The Lion Match Company (Pty) Ltd to the preference shareholders of Beige and renewal of cautionary announcement 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 ISIN Code: ZAE000154787 Share code: BEGP2 TAKEOVER REGULATION PANEL ("TRP") ISSUES RULING ON THE COMPARABLE OFFER MADE BY THE LION MATCH COMPANY (PTY) LTD ("LION MATCH") TO THE PREFERENCE SHAREHOLDERS OF BEIGE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT LION MATCH`S OFFER TO PREFERENCE SHAREHOLDERS DOES NOT CONSTITUTE A COMPARABLE OFFER Shareholders are referred to the SENS announcement dated 20 February 2012 wherein they were advised of Beige`s concerns as to whether the R1.28 offer consideration made by Lion Match to the preference shareholders of Beige constitutes a comparable offer as is required in terms of section 125 of the Companies Act, No. 71 of 2008 (the "Act") and that Beige had requested the TRP to provide the Company with a ruling as to how a comparable offer to shareholders should be calculated. Shareholders are advised that the TRP released its ruling on Friday, 16 March 2012 and that the ruling provides, inter alia, for the following: * The comparable offer of R1.28 per share made by Lion Match to the preference shareholders of Beige is not a "comparable offer" as contemplated in terms of the Act; * A "comparable offer" must be made applying a "see through" valuation of the Beige preference shares. In order to be comparable, the offer price for the preference shares must be no less than the see through value of the ordinary shares; * Lion Match is required to comply with the ruling within 5 business days of receipt thereof, by making a revised offer announcement to Beige preference shareholders and thereafter to comply with the relevant regulations; and * That Lion Match is entitled to apply for a hearing in respect of this ruling to the Takeover Special Committee within 5 business days from the date of the ruling. The full text of the TRP ruling has been placed on the TRP and Beige websites and may be accessed at www.trpanel.co.za and www.beige-holdings.co.za. The Beige Board has always been of the opinion that the "comparable offer" was incorrect and had raised this issue with Lion Match prior to approaching the TRP for a ruling. In addressing the concerns raised, the Board received independent input from a series of experts on the issue of "comparability" and in this regard is of the opinion that a "comparable offer" should be in the order of between R1.77 and R1.90. Shareholders are advised that, following receipt of the TRP ruling, unless Lion Match exercises its right to apply to the Takeover Special Committee for a hearing, it will need to revise its offer to the preference shareholders and that the revised offer will affect the closing date of the Lion Match offer which will need to be extended by a minimum of 15 business days. RESPONSIBILITY STATEMENT The Beige Board accepts responsibility for the accuracy of the information contained in this announcement and certifies that, to the best of their respective knowledge and belief, such information is true and correct and does not omit anything likely to affect the importance of the information. RENEWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that the TRP ruling may have a material effect on the price at which the Beige preference shares trade on the JSE Limited. Shareholders are accordingly advised to continue to exercise caution when trading in Beige preference shares until such time as Lion Match has made a revised offer to Beige preference shareholders in compliance with the TRP`s ruling. Johannesburg 19 March 2012 Designated Advisor Arcay Moela Sponsors (Pty) Ltd Date: 19/03/2012 17:47:16 Supplied by www.sharenet.co.za 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.
