AFE/AFEP - AECI Limited - Further cautionary announcement: acquisition by AECI Release Date: 13/10/2011 10:05:01 Code(s): AFE AFEP
AFE/AFEP - AECI Limited - Further cautionary announcement: acquisition by AECI
of the KTH Consortium`s 25,1% interest in AECI`S explosives business in exchange
for ordinary shares in AECI
(Incorporated in the Republic of South Africa)
(Registration number 1924/002590/06)
JSE ordinary share code: AFE
JSE preference share code: AFEP
JSE ordinary share ISIN: ZAE000000220
JSE preference share ISIN: ZAE000000238
("AECI" or "the Group")
FURTHER CAUTIONARY ANNOUNCEMENT: ACQUISITION BY AECI OF THE KTH CONSORTIUM`S
25,1% INTEREST IN AECI`S EXPLOSIVES BUSINESS IN EXCHANGE FOR ORDINARY SHARES IN
Shareholders of AECI ("Shareholders") are referred to the cautionary
announcement released on the Securities Exchange News Service ("SENS") on
Tuesday, 26 July 2011 and published in the press on Wednesday, 27 July 2011 and
the subsequent cautionary announcement released on SENS on Tuesday, 6 September
2011 and published in the press on Wednesday, 7 September 2011 (collectively,
"the Cautionary Announcements").
The Cautionary Announcements relate to the proposed acquisition by AECI of the
effective 25,1% equity interest in AECI`s explosives business, AEL Mining
Services Limited, held by an empowerment consortium led by Kagiso Tiso Holdings
Proprietary Limited and the Tiso AEL Development Trust, in exchange for the
issue of 4 678 667 new AECI ordinary shares ("the proposed KTH Transaction").
In terms of the Listings Requirements of the JSE Limited ("JSE"), the proposed
KTH Transaction is deemed a small related party transaction. AECI has appointed
Ernst & Young Advisory Services Limited ("E&Y") as Independent Professional
Expert to provide the board of directors of AECI ("the Board") with an opinion
on the fairness of the proposed KTH Transaction ("Fairness Opinion"). The Board
expects to receive the Fairness Opinion by the end of October 2011.
The proposed KTH Transaction remains subject to the fulfilment of a number of
conditions precedent, including, but not limited to:
- the execution of the definitive transaction agreements;
- obtaining all necessary lender waivers and consents;
- receiving a positive fairness opinion from E&Y;
- the approval of the fairness opinion by the JSE; and
- to the extent necessary, all other regulatory consents and approvals.
It is expected that the proposed KTH Transaction will be implemented by no later
than Wednesday, 30 November 2011, once all conditions precedent have been
fulfilled. Accordingly, Shareholders are advised to continue exercising caution
when dealing in AECI shares until a further announcement in this regard is made.
13 October 2011
Investment bank and Attorneys and tax Independent expert
transaction sponsor advisers
The Standard Bank of Ernst & Young Advisory
South Africa Limited Services Limited
Rand Merchant Bank (a
division of FirstRand
Date: 13/10/2011 10:05:01 Supplied by www.sharenet.co.za
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