MASONITE (AFRICA) LIMITED - Delisting Announcement

Delisting Announcement

MASONITE (AFRICA) LIMITED
REGISTRATION NUMBER: 1942/015502/06
SHARE CODE: MAS ISIN: ZAE000004289
(“MASONITE” OR “THE COMPANY”)
(UNDER SUPERVISION)

DELISTING ANNOUNCEMENT

1. Introduction

    Shareholders are advised that Masonite made application to the JSE Limited (“JSE”) to delist the
    Company (“the Delisting”), which application has subsequently been approved by the JSE on 7
    April 2017.

    The purpose of this announcement is to advise shareholders of the details and rationale of the
    Delisting.

2. Rationale for the Delisting

    2.1.    On 22 December 2015, the board of directors of Masonite (“the Board”) resolved to
            commence with voluntary business rescue proceedings and simultaneously requested
            the suspension of Masonite shares on the JSE, which suspension was granted by the JSE
            (“the Suspension”).

    2.2.    Subsequent to the Suspension, the Board adopted a business rescue plan (“the Business
            Rescue Plan”) which was approved by creditors and shareholders at a meeting of
            creditors and shareholders on 19 May 2016.

    2.3.    The Business Rescue Plan was effected in terms of section 150 and 151 of the Companies
            Act (No 71 of 2008, as amended) and resulted, inter alia, in the implementation of a share
            repurchase transaction involving the repurchase of all the Masonite ordinary shares from
            the existing shareholders of Masonite (“the Share Repurchase”).

    2.4.    Following the implementation of the Business Rescue Plan, Masonite confirms that the
            Company is held by Timber Investments One (Pty) Ltd. In turn, the shares of Timber
            Investments One (Pty) Ltd are held by two private equity companies namely Jacobs
            Capital and Blackbird Capital, holding 49% and 51% of Masonite respectively. Other than
            these two shareholders, there are no individual shareholders in Masonite.

    2.5.    Since the implementation of the Business Rescue Plan, Masonite no longer has any
            operations and its only assets are properties which were previously housed in the mill
            division of Masonite.

    2.6.    As a result of the implementation of the Business Rescue Plan, including the Share
            Repurchase, Masonite no longer complies with the applicable provisions of paragraph
            4.28 relating to shareholder spread as well as the ongoing requirements as set out in the
            JSE Listings Requirements.

    2.7.    Accordingly, the application for the Delisting was made and will be implemented on the
            dates and times set out in paragraph 3 below.

3. Salient dates and times

   The salient dates and times relating to the delisting are as follows:

    Last day to trade for the Delisting                                    Tuesday, 16 May 2017
    Record date for the Delisting                                          Friday, 19 May 2017
    Removal of Masonite listing from the JSE                               Monday, 22 May 2017


Durban
28 April 2017

Sponsor
Nedbank Corporate and Investment Banking

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