Following BESA's announcement on Monday 27 October in response to the JSE's firm intention to make an offer to shareholders for their shares in BESA, the board re-iterates that it is taking independent advice on the offer.
The board will as soon as possible communicate its formal response to the offer in terms of the Rules of the Securities Regulation Panel.
Discussions with BESA shareholders, in particular NZX Limited, the largest shareholder and a strategic partner in the business, continue to indicate firm support for BESA's growth strategy. In September 2008 BESA successfully completed its rights issue with a 98% shareholder vote in favour of the issue. This fresh capital has been raised to fund the growth strategies which are now being implemented. On the back of this rights issue, BESA has a strong financial base and exciting opportunities for the future.
The board notes that the JSE announcement phrases its offer based on NAV, which effectively reflects an offer for the cash appearing on the BESA Group balance sheet. The board will be advised by the independent advisor as to the terms and conditions of the JSE offer and on the value of BESA. In this process, the independent advisor will be apprised of BESA's strategy and future growth prospects, and will provide the board with a comprehensive valuation of the company which the board will convey to shareholders.
In considering the offer, the board will take into account not only the financial aspects of the JSE offer, but other important considerations including:
- BESA's role within the SA capital markets,
- the interests of all market participants,
- the impact of competition (or the lack thereof) on local markets and participants, and
- the national interest
The board again urges shareholders to exercise caution in dealing in BESA shares or in making any decision regarding their shares until the board has given the offer due consideration and issued its recommendation to shareholders.