ITALTILE LIMITED - Update on the Fulfilment of the Conditions Precedent

Update on the Fulfilment of the Conditions Precedent

ITALTILE LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1955/000558/06
Share code: ITE ISIN: ZAE000099123
(“Italtile” or “the Group”)


Update on the fulfilment of the Conditions Precedent


Italtile shareholders are referred to the "Binding Offer to Acquire
Shares in Ceramic, Rights Offer Declaration and Withdrawal of
Cautionary Announcement" released on SENS on 20 July 2016 ("the July
Announcement"). Terms defined therein shall, unless otherwise
stated, bear the same meaning in this announcement.

Italtile shareholders are advised that, at the Ceramic Scheme
Meeting held on 19 August 2016, the Scheme Special Resolution was
unanimously approved by Ceramic shareholders entitled to vote on the
Ceramic Scheme.

The Conditions Precedent contained in paragraphs 2.3.1 and 2.3.2 of
the July Announcement and as set out below have accordingly been
fulfilled:

    the Ceramic shareholders passing the Scheme Special Resolution
    and (i) to the extent required in terms of section 115(3) of the
    Companies Act, the implementation of such Scheme Special
    Resolution having been approved by the court and (ii) if
    applicable, Ceramic not electing to treat the Scheme Special
    Resolution as a nullity in terms of section 115(5)(b) of the
    Companies Act;

    if the Scheme Special Resolution has been passed at the Ceramic
    Scheme Meeting by the requisite majority of Ceramic shareholders
    entitled to vote on the Ceramic Scheme and any person who voted
    against the Scheme Special Resolution applies to court after the
    vote for a review of the Ceramic Scheme in accordance with the
    requirements of section 115(3)(b) of the Companies Act, (i) no
    leave having been granted by the court to such person to apply
    to court for a review of the Ceramic Scheme in accordance with
    the requirements of section 115(7) of the Companies Act or (ii)
    if leave is granted by the court to apply to court for a review
    of the Ceramic Scheme in accordance with the requirements of
    section 115(6) of the Companies Act, the court not setting aside
    the Scheme Special Resolution in terms of section 115(7) of the
    Companies Act;
    not more than 5% of Ceramic Shares held by Scheme Participants
    voting at the Ceramic Scheme Meeting, exercising their rights of
    appraisal in terms of and within the time period prescribed in
    section 164 of the Companies Act.

The implementation of the Acquisition remains subject to the
fulfilment (or waiver, where applicable) of all of the other
Conditions Precedent contained in the July Announcement.


Johannesburg
19 August 2016


Sponsor
Merchantec Capital

Legal Advisor to Italtile
Hogan Lovells (SA) Inc.

Corporate and Legal Advisor to Ceramic
Prinsloo, Tindle and Andropoulos Inc.

Corporate and Legal Advisor to Rallen
Rabin & Associates Proprietary Limited

Date: 19/08/2016 04:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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