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AFRIMAT/INFRASORS - Joint Announcement of Firm Intention by Afrimat to make a cash offer
Infrasors Holdings Limited Afrimat Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number: 2007/002405/06) (Registration number: 2006/022534/06)
Share Code: IRA ISIN: ZAE000101507 Share code: AFT ISIN: ZAE000086302
("Infrasors") (“Afrimat” or “the Company”)
JOINT ANNOUNCEMENT OF FIRM INTENTION BY AFRIMAT LIMITED (“AFRIMAT”) TO MAKE A
CASH OFFER TO ACQUIRE THE ENTIRE REMAINING ISSUED ORDINARY SHARE CAPITAL OF
INFRASORS HOLDINGS LIMITED (“INFRASORS”) THAT IT DOES NOT ALREADY OWN VIA A
SCHEME OF ARRANGEMENT OR A GENERAL OFFER SHOULD THE SCHEME OF ARRANGEMENT
NOT PROCEED
1. INTRODUCTION
Infrasors shareholders are advised that on 10 June 2015 the Board of Directors of Infrasors (“the
Board”) received a firm intention “(the firm intention”) to acquire the entire remaining issued share
capital of Infrasors that it does not already own from Afrimat (“the Offer” or “the Transaction”). The
firm intention to pursue the Transaction will be implemented by means of a scheme of arrangement
(“the Scheme”).
Infrasors shareholders are further advised that the Board has undertaken to cooperate with Afrimat in
the implementation of the Transaction and in particular to propose the Scheme.
2. TRANSACTION MECHANISM
Afrimat intends acquiring the remaining shares (“Scheme Shares”) by way of a scheme of
arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, (“Companies
Act”) to be proposed by the Board between Infrasors and the holders of Scheme Shares (“ Remaining
Shareholders”). Furthermore:
• The Scheme will be proposed in terms of section 114 of the Companies Act as read
together with section 115 of the Companies Act;
• The Scheme will be subject to the fulfilment of the Conditions Precedent referred to in
paragraph 5 hereunder; and
• The price payable, and the terms of payment to the Remaining Shareholders for their
shares in Infrasors will be as set out in paragraph 3 hereunder.
Should the Transaction in terms of section 114 of the Act fail, Afrimat will still make a general offer in
terms of section 117(1)(c)(v) of the Act.
3. PURCHASE CONSIDERATION
• In terms of the Scheme, Afrimat will pay to the Remaining Shareholders, a cash
consideration of R1.35 per Scheme Share (‘Scheme consideration”), which will result in a
total consideration payable by Afrimat of R1.35 per Scheme Share.
• The offer price represents a 19.47% premium to the 30 day volume weighted average traded
price (“VWAP”) calculated as at the close of trade on 9 June 2015.
• It is recorded that Afrimat has sufficient cash resources for the payment of the consideration
in terms of the Scheme. Standard Bank has provided the Take-Over Regulation Panel (“the
TRP”) with the necessary guarantee in compliance with the Takeover Regulation 111(4) (a)
and 111 (5).
4. SHAREHOLDING OF AFRIMAT IN INFRASORS
As at the date of this announcement, Afrimat holds 149 053 677 shares in Infrasors representing
91.28% in the total issued ordinary share capital of Infrasors.
5. MATERIAL CONDITIONS PRECEDENT
• Implementation of the Transaction is subject to the fulfilment or waiver of the following
conditions precedent by no later than 31 December 2015, which, to the extent not satisfied or
waived as at the time of the posting of the Circular shall be included in the Circular,
substantially in the form set out below.
• Receipt of approvals, consents or waivers from all regulatory bodies, governmental or quasi-
governmental entities necessary to implement the Transaction (in each case either
unconditionally or subject to conditions reasonably acceptable to the persons on whom the
conditions are imposed) including, but not limited to:
• the JSE;
• the TRP (in terms of a compliance certificate to be issued in terms of the Companies Act in
relation to the scheme); and
• the South African Reserve Bank.
• the approval of the Scheme by the requisite majority of the Remaining Shareholders, as
contemplated in Section 115(2) of the Companies Act, and to the extent required, the
approval of the implementation of such resolution by the Court.
6. RATIONALE
Afrimat
Afrimat believes the Transaction will be beneficial to the Afrimat group as the incorporation of the
Infrasors’ operations into Afrimat, without the limitation of maintaining separate corporate governance
structures due to Infrasors’ having minority shareholders, could potentially bring new business and
rationalisation opportunities.
Infrasors
Infrasors believes the Transaction will be beneficial as the incorporation of Infrasors’ operations into
Afrimat could result in developing new revenue opportunities and cost reductions which would deliver
increased profitability.
7. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION
The Transaction is classified as an affected transaction in terms of the Companies Act. Accordingly
Infrasors have convened an Independent Board to consider the terms of the Transaction and the
report that will be received by the Independent Expert. The Independent board is represented by Mr.
Mochele Noge, Mr. Percy Ford Chuang Ying and Mr. Jacobus Coenrad Petrus Bekker.
Infrasors is also in the process of appointing an independent expert, for the purposes of providing a
fairness opinion on the terms of the Transaction. 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.
8. AFRIMAT RESPONSIBILITY STATEMENT
The Afrimat Board of directors 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.
9. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board of Infrasors (to the extent that the information relates to Infrasors) 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.
10. CIRCULAR TO INFRASORS SHAREHOLDERS
A joint circular containing details relating to the Transaction, any additional terms and notice of the
Scheme Meeting will be posted to Infrasors shareholders by no later than 10 July 2015.
Cape Town Johannesburg
11 June 2015 11 June 2015
Sponsor and Corporate Advisor to Afrimat: Sponsor to Infrasors:
Bridge Capital Advisors (Pty) Limited Bridge Capital Advisors (Pty) Limited
Date: 11/06/2015 10:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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