AFRIMAT LIMITED - Mandatory Offer to the remaining shareholders of Infrasors Holdings Limited

Mandatory Offer to the remaining shareholders of Infrasors Holdings Limited

Afrimat Limited                                                                      Infrasors Holdings Limited

Incorporated in the Republic of South Africa                       Incorporated in the Republic of South Africa

(Registration number: 2006/022534/06)                                      (Registration number: 2007/002405/06)

Share code: AFT   ISIN: ZAE000086302                                       Share Code: IRA   ISIN: ZAE000101507

(“Afrimat” or “the Company”)                                                                       ("Infrasors")

MANDATORY OFFER TO THE REMAINING SHAREHOLDERS OF INFRASORS HOLDINGS LIMITED

1. INTRODUCTION

   Afrimat shareholders are referred to the cautionary announcements published between 29 June 2012
   and 19 December 2012, the terms announcement on 18 January 2013 and the fulfilment of the
   conditions precedent on 8 February 2013 in respect of Afrimat making an offer to acquire 50.4% of
   Infrasors Holdings Limited (“Infrasors”), being 93 461 108 Infrasors shares, from Hanchurch Asset
   Managers (“Hanchurch”) and certain retiring management of Infrasors (“the Sellers”), which has been
   accepted by the Sellers (“the Transaction”). Afrimat shareholders are advised that following the transfer of
   the Infrasors shares, Afrimat purchased 94 171 108 shares. The change of control took place on 1 March
   2013 and Afrimat is now the controlling shareholder of Infrasors.

2. MANDATORY OFFER

   As a result of Afrimat’s holding of Infrasors surpassing 35% of the issued ordinary share capital of
   Infrasors, Afrimat is required, in terms of section 123 of the Companies Act, No. 71 of 2008 (the “Act”),
   to extend a mandatory offer to the remaining Infrasors ordinary shareholders (the “Offer”).

3. MATERIAL TERMS OF THE OFFER

   Under the terms of the Offer, Infrasors minority shareholders are entitled to receive 35 cents per
   Infrasors share held.

4. CONDITIONS PRECEDENT


   The implementation of the Offer is subject to the fulfilment of the following condition precedent:

   *    Receipt of the necessary approvals required from the Takeover Regulation Panel (“TRP”) and the
        JSE.

5. FUNDING OF THE MANDATORY OFFER CONSIDERATION

   Afrimat has confirmed to Infrasors that sufficient cash resources are available for the payment of the
   offer consideration in terms of the Offer, and, as required in terms of the Companies Act and the
   Companies Regulations, 2011, The Standard Bank South Africa Limited has provided the necessary
   guarantee to the TRP to satisfy the full offer consideration payable in terms of the Offer.

6. INDEPENDENT BOARD OF INFRASORS

   The Offer is classified as an affected transaction in terms of the Companies Act. Infrasors have not
   formed an Independent Board as yet, due to there being insufficient Directors to form the Independent Board
   but are in the process of rectifying this. Infrasors shareholders will be kept up to date regarding this
   process. Infrasors are also in the process of appointing an independent expert, for the purposes of providing
   a fairness opinion on the terms of the Offer. The opinion of the independent expert and the opinion and
   recommendation of the Independent Board will be included in the circular to be distributed to Infrasors
   shareholders.

7. RESPONSIBILITY STATEMENT

   The Afrimat Board and the Infrasors Board accept responsibility for the information contained in this
   announcement, and to the best of their respective knowledge and belief, the information is true and,
   where appropriate, this announcement does not omit anything likely to affect the importance of the
   information included.

8. CIRCULAR TO INFRASORS SHAREHOLDERS

   A joint circular containing details of the Offer and the terms and timing thereof will be posted to
   Infrasors shareholders in due course.

Cape Town                                                                                         Johannesburg
4 March 2013                                                                                      4 March 2013
Sponsor and Corporate Advisor to Afrimat: Bridge                                          Sponsor to Infrasors:
Capital Advisors (Pty) Limited                               Sasfin Capital (a division of Sasfin Bank Limited)
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