Basil Read Holdings Limited
(Incorporated in the Republic of South Africa) Registration Number 1984/007758/06
Share Code: BSR ISIN: ZAE000029781
("Basil Read" or "the Company")
POSTING OF CIRCULAR TO SHAREHOLDERS REGARDING THE DISPOSAL BY BASIL READ OF 100% OF TWP HOLDINGS (PTY) LTD TO WORLEYPARSONS RSA (PTY) LTD
1. Introduction
Basil Read shareholders are referred to the announcements released on the Stock Exchange News Service ("SENS") on Friday, 21 December 2012, Wednesday, 5 December 2012 and Tuesday, 23 October 2012, respectively, (collectively, the "Transaction Announcements") regarding the agreement dated 23 October 2012 entered into between Basil Read and WorleyParsons RSA (Pty) Ltd ("WorleyParsons SA"), a subsidiary of WorleyParsons Ltd ("WorleyParsons"), whereby WorleyParsons SA will acquire the entire issued share capital held by Basil Read in TWP Holdings (Pty) Ltd ("TWP"), for a cash consideration of ZAR900 million ("Purchase Consideration"), hereinafter the "Proposed Transaction". Using the terms defined in the Transaction Announcements, Basil Read shareholders are advised that
as certain of the conditions precedent as set out in the Transaction Announcements have not been fulfilled within the time periods provided for in the Sale Agreement and the reinstatement first and second addendum agreements, respectively, Basil Read, TWP and WorleyParsons SA have exchanged extension letters dated 31 January 2013, 1 February 2013 and 5 February 2013, respectively, which allow additional time for fulfillment of certain of
the conditions precedent as set out in paragraph 2 below (collectively, the "Extension
The Proposed Transaction excludes, amongst others, Basil Read Matomo Projects (Pty) Ltd, TWP Matomo Process Plant (Pty) Ltd, TWP Investments (Pty) Ltd, LYT Architecture (Pty) Ltd (previously TPSP Architects (Pty) Ltd), TWSP Pty Ltd (previously TWP Australia (Pty) Ltd) and Outsourced Plant Solutions SA (Pty) Ltd, together the "Excluded Companies". The Excluded Companies will continue to operate as subsidiaries of Basil Read, on a standalone basis within the Group.
2. Revised dates regarding the fulfillment of certain of the conditions precedent relating to the Proposed Transaction
The Extension Agreement allows additional time for the fulfillment of certain of the
conditions precedent as set out below:
• the Restructuring being completed and implemented by Basil Read by 20 February 2013;
• WorleyParsons SA accepting the disclosure schedule as set out in Annexure N of the Sale Agreement by 20 February 2013;
• the Shareholders of Basil Read approving the Proposed Transaction, as required in terms
of the Listings Requirements of the JSE, on or before 8 March 2013;
• WorleyParsons SA and Basil Read negotiating in good faith to reach agreement on the
terms of the Matomo Service Agreement by no later than 20 February 2013;
• WorleyParsons SA providing Basil Read with a written parent guarantee for the Purchase Consideration in a form acceptable to Basil Read by no later than 20 February 2013; and
• Basil Read delivering the written Guarantee in a form acceptable to WorleyParsons SA,
by no later than 20 February 2013.
Each of Basil Read and WorleyParsons SA will continue to use its reasonable endeavours to
procure the fulfilment of the above conditions precedent on or before the dates stipulated
above.
The following Conditions Precedent have been fulfilled, or waived as the case may be, post entering into the Extension Agreement but prior to the posting of the circular to shareholders:
• The Matomo Service Agreement has been concluded;
• Basil Read delivered the written Guarantee in a form acceptable to WorleyParsons SA;
and
• WorleyParsons SA provided Basil Read with a written parent guarantee for the Purchase Consideration.
3. Posting of circular and notice of general meeting
A circular containing full details of the Proposed Transaction and incorporating a notice of
general meeting of Basil Read shareholders was posted to shareholders today.
Shareholders are advised that the general meeting will be held at the registered office of Basil Read, being The Basil Read Campus, 7 Romeo Street, Hughes Extension, Boksburg 1459, at 10:00 South African Time ("SAT") on Friday, 8 March 2013 for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary resolutions relating to the Proposed Transaction ("General Meeting").
4. Salient dates and times
The important salient dates and times relating to the Proposed Transaction are set out
below:
2013 | |
Record date, as determined by the board of directors in accordance with section 59 of the Companies Act, No 71 of 2008 for shareholders to be eligible to receive this circular and the notice of General Meeting | Friday, 1 February |
Posting of the circular to shareholders | Friday, 8 February |
Last day to trade in order to participate and vote at the General Meeting | Friday, 22 February |
Record date for shareholders in order to participate and vote at the General Meeting | Friday,1 March |
Last day to lodge forms of proxy (blue) in respect of the General Meeting by 10:00 SAT | Wednesday, 6 March |
General meeting of Basil Read shareholders to be held at 10:00 SAT | Friday, 8 March |
Results of General Meeting released on SENS | Friday, 8 March |
Result of General Meeting published in the South African press | Monday, 11 March |
Expected date of Proposed Transaction becoming unconditional | Wednesday, 13 March |
1. The above dates and times are subject to amendment. Any such amendment will be released
on SENS and published in the press. All times referred to above are local times in South Africa on a 24 hour basis.
2. No orders to dematerialise or rematerialise securities will be processed from the business
day following the last date to trade, Monday, 25 February 2013 up to and including the
record date, Friday, 1 March 2013 but such orders will again be processed from the first
business day after the record date.
3. The certificated register will be closed between the last day to trade, Friday, 22 February
2013 and the record date, Friday, 1 March 2013.
Johannesburg
8 February 2013
Office: +27 11 418 6300
Macquarie First South Capital (Pty) Limited
Werksmans Attorneys
College Hill (Pty) Limited
distributed by |