ALERT STEEL HOLDINGS LIMITED - Further announcement re clearancy by Competition Commission and withdrawal of Cautionary

Further announcement re clearancy by Competition Commission and withdrawal of Cautionary

Alert Steel Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/005144/06)
(Share Code: AET ISIN Code: ZAE000092847)
("Alert Steel" or "the Company")


Further announcement in respect of:
- conditional clearance by the Competition Commission of the purchase of shares by
   Cannistraro;
- mandatory offer;
- circulars; and
- withdrawal of cautionary announcement


1. Introduction and background

   Shareholders are referred to the further cautionary announcement dated 11 April 2013 in
   which, inter alia, further details were supplied in respect of the purchase of shares in Alert
   Steel by Cannistraro Investments 282 (Pty) Limited (“Cannistraro”) from Capital Africa Steel
   (Pty) Limited (“CAS”) and Nedbank Limited (“Nedbank”) (“the transaction”).

2. Conditional clearance by Competition Commission

   On 14 May 2013 the Competition Commission issued a clearance certificate in respect of the
   transaction. The Commission acknowledged the financial situation of Alert Steel and the
   need to return the business to a profitable state. The transaction was approved subject to
   certain conditions in respect of employees and retrenchments, which are summarised as
   follows:

   2.1.   the number of employees that may be retrenched for a period of two years after the
          implementation date of the transaction (“the implementation date”) shall be limited to
          100 skilled and 50 semi-skilled employees, excluding the board of directors and
          executive management;

   2.2.   for a period of 12 months after retrenchment, first preference will be given to such
          retrenched persons when vacancies occur or new employment opportunities arise in
          Alert Steel;

   2.3.   Alert Steel will increase its number of Alert Steel Express container outlets from 29 to
          35 sites, and increase the number of containers per site from one to three;

   2.4.   following finalisation of the Wholesale and Retail Skills Education Training Authorities
          in South Africa (“SETA”) and within two years after the implementation date, Alert
          Steel will train 60 to 100 graduates from the SETA at the new Alert Steel Express
          outlets.
                                                                                                2


3.   Mandatory offer

     In light of the conditional clearance issued by the Competition Commission on 14 May 2013
     and the ruling by the Takeover Regulation Panel (“TRP”) dated 9 April 2013:

     3.1.   Cannistraro is now obliged to make a mandatory offer to all Alert Steel’s
            shareholders (other than CAS and Nedbank) to acquire all of their shares at
            54.58 cents per share (“the Mandatory Offer”);

     3.2.   the TRP has indicated that it is prepared to waive a potential mandatory offer being
            required to be made by Cannistraro to the other shareholders in Alert Steel at
            200 cents per share to the extent that Cannistraro may exceed the “prescribed
            percentage” of shares in Alert Steel by virtue of the proposed specific issue of
            shares for cash to be effected to Cannistaro (as referred to in the announcement
            dated 11 April 2013) (“the Specific Issue”), provided that independent shareholders
            in Alert Steel waive the benefits of such mandatory offer by ordinary resolution in
            terms of Regulation 86(4) of the Companies Regulations, 2011;

     3.3.   Accordingly, Cannistraro will shortly provide a cash confirmation to the TRP in the
            amount of R3 746 620, to be held in security by the TRP in relation to the
            implementation of the Mandatory Offer.


4.   Circulars

     Circulars to shareholders in respect of the Specific Issue and the Mandatory Offer are in the
     process of being drafted and will be mailed in due course.

5.   Withdrawal of cautionary announcement

     Caution is no longer required to be exercised by shareholders when dealing in their
     securities.

17 May 2013

Johannesburg


Designated Advisor
Exchange Sponsors

Competition law advisor to Cannistraro
Vani Chetty Competition Law (Pty) Ltd

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