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Results of the General Meeting
ITALTILE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1955/000558/06)
ISIN: ZAE000099123
JSE Share Code: ITE
(“Italtile”)
CERAMIC INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
((Registration number 1982/008520/06)
ISIN: ZAE000008538
JSE Share Code: CRM
(“Ceramic” or “the Company”)
Results of the Ceramic general meeting and status of the offer to
Ceramic shareholders
1 Introduction
Italtile and Ceramic shareholders (“Shareholders”) are referred to the
joint announcements published by Ceramic and Italtile on the Securities
Exchange News Service of the JSE Limited (“JSE”) on Friday, 31 August
2012 and Monday, 1 October 2012 and to the circular distributed to
Ceramic shareholders on Monday, 1 October 2012 (“Circular”).
Rallen Proprietary Limited (“Rallen”) and Italtile (“the Offerors”)
extended an offer (“the Offer”) to acquire all or part of the ordinary
shares held by Ceramic shareholders, other than Rallen, Rolrose
Investments Proprietary Limited, Mr GAM Ravazzotti and subsidiaries of
Ceramic (“Independent Ceramic Shareholders”), in the issued share
capital of Ceramic (“Target Shares”) at a price of R130.00 per Target
Share (“Offer Consideration”). The terms of the Offer are set out in the
Circular.
2 Results of the General Meeting
Shareholders are advised that all of the resolutions proposed at the
general meeting of Ceramic shareholders held today, Tuesday, 30 October
2012 (“General Meeting”) were approved by the requisite majority of
votes.
If the Offer becomes unconditional (the remaining conditions precedent
are set out in paragraph 3 below):
(i) Ceramic’s ordinary shares will be delisted from the JSE (“the
Delisting”);
(ii) the rules of the Company’s two management share incentive
schemes will be amended to address the impact of the Delisting
on the beneficiaries of the schemes; and
(iii) the amendments to the terms of the agreements between Ceramic
and its black economic empowerment (“BEE”) shareholders will be
ratified to address the impact of the Delisting on such BEE
shareholders.
3 Implementation of the Offer and the payment of the Offer
Consideration
The implementation of the Offer and the payment of the Offer
Consideration is subject to and is conditional upon the fulfilment or
waiver, as the case may be, of the following remaining conditions
precedent (“the Remaining Conditions Precedent”):
- Independent Ceramic Shareholders validly accepting the Offer in
respect of 3 043 924 (15% of Ceramic’s issued share capital) of their
Target Shares; and
- The issue by the Takeover Regulation Panel of a compliance certificate
in relation to the Offer in accordance with section 121(b)(i) of the
Companies Act, No. 71 of 2008, as amended.
The Offerors have extended the date for the fulfilment of the Remaining
Conditions Precedent to 12:00 on Thursday, 7 November 2012.
A further announcement in respect of the salient dates and times of the
Offer and the Delisting will be published immediately following the
fulfilment or waiver of the Remaining Conditions Precedent.
Johannesburg
30 October 2012
Sponsor to Italtile Sponsor to Ceramic
KPMG Services (Pty) Ltd One Capital
Legal advisor to Italtile Legal advisor to Ceramic
Webber Wentzel Edward Nathan Sonnenbergs
Legal advisor to Rallen Independent expert
Eversheds Nodus Capital (Pty) Ltd
Corporate advisor to Rallen
Rabin & Associates (Pty) Ltd
Date: 30/10/2012 04:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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