PPC LIMITED - Notification of Withdrawal of Fairfax Partial Offer and Further Cautionary Announcement

Notification of Withdrawal of Fairfax Partial Offer and Further Cautionary Announcement

PPC Ltd
(Incorporated in South Africa)
(Company registration number: 1892/000667/06)
JSE and ZSE Code: PPC
ISIN: ZAE000170049
(“PPC” or the “Company”)

NOTIFICATION OF WITHDRAWAL OF FAIRFAX PARTIAL OFFER AND FURTHER CAUTIONARY
ANNOUNCEMENT

PPC shareholders are referred to the announcement published on SENS on 4
September 2017, which advised that Fairfax Africa Investments Proprietary
Limited (“Fairfax”), acting on behalf of a subsidiary to be nominated by
Fairfax, indicated a firm intention to make a partial offer to acquire PPC
shares representing a value of R2 billion of the issued ordinary stated
capital of PPC, at an offer price of R5.75 per PPC share (“Fairfax Partial
Offer”), which offer was conditional upon, among other things, approval by
PPC shareholders of the proposal to give effect to a merger between PPC and
Afrisam Group Proprietary Limited, and the recommendation of the independent
board of PPC (“Independent Board”) to PPC shareholders that they accept the
Fairfax Partial Offer.

PPC shareholders are further referred to the announcement published on SENS
on 22 November 2017, which advised PPC shareholders that the Independent
Board, having completed its process of considering the terms and conditions
of the Fairfax Partial Offer, does not regard it to be fair and reasonable,
and accordingly resolved not to recommend to PPC shareholders that they
accept the Fairfax Partial Offer.    PPC shareholders were also advised in
that announcement that the Takeover Regulation Panel had granted Fairfax an
extension of the date by which it is required to post the Fairfax Partial
Offer circular until 12 December 2017.

PPC shareholders are hereby advised that on 8 December 2017, the Independent
Board received Fairfax’s formal notification that it will not proceed with
the Partial Offer and that, accordingly, the Fairfax Partial Offer circular
will not be posted to PPC shareholders.

Renewal of cautionary

PPC shareholders should note that the Independent Board continues to engage
with LafargeHolcim in respect of its approach (as announced on SENS on 13
November 2017). These engagements may or may not lead to a firm intention
offer. Accordingly, PPC shareholders are advised to continue to exercise
caution when dealing in securities of PPC until a further announcement is
made.

Responsibility Statement

The Independent Board accepts responsibility for the information contained
in this announcement to the extent that it relates to PPC, accepts full
responsibility for the accuracy of such and certifies that, to the best of
its knowledge and belief, the information contained in this announcement is
true and nothing has been omitted which is likely to affect the importance
of the information.

Sandton
11 December 2017

Investor contacts:
PPC:
Anashrin Pillay
Tel: +27 (0) 11 386 9000
Anashrin.Pillay@ppc.co.za

Joint Financial Advisor and Sponsor to PPC
Merrill Lynch South Africa (Pty) Ltd

Joint Financial Advisor to PPC
Identity Advisory (Pty) Ltd

Independent Advisor to the Board of PPC
The Standard Bank of South Africa Limited

Legal Advisor to PPC
Bowmans

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