ITALTILE LIMITED - Competition Commission ruling on Proposed merger between Italtile Limited and Ceramic Industries Proprietary Limited

Competition Commission ruling on Proposed merger between Italtile Limited and Ceramic Industries Proprietary Limited

ITALTILE LIMITED                RALLEN PROPRIETARY LIMITED
(Incorporated in the Republic   (Incorporated in the Republic
of South Africa)                of South Africa)
Registration number:            Registration number:
1955/000558/06                  1967/006775/07
Share code: ITE
ISIN: ZAE000099123
(“Italtile” or “the Group”)     (“Rallen”)



Competition Commission ruling on Proposed merger between
Italtile Limited (“Italtile”) and Ceramic Industries Proprietary
Limited (“Ceramic”) ("the merging parties”).

Italtile shareholders are referred to the “Binding Offer to
Acquire Shares in Ceramic, Rights Offer declaration and
Withdrawal of Cautionary Announcement” published on SENS on 20
July 2016 and the “Offer to Acquire Shares in Ceramic, Details
of the Italtile Rights Offer and Renewal of Cautionary”
announcement released on SENS on 26 April 2016.

In terms of Italtile’s proposed merger with Ceramic, the
Competition Commission ruled on 26 July 2016 that the
transaction has been prohibited.

The Boards of Italtile and Rallen (as the majority shareholder
of Italtile and Ceramic) are strongly opposed to this ruling,
as they believe that the Commission’s decision was based, inter 
alia, on incorrect information and an incorrect adjudication of
control and consequently its findings are incorrect.

In terms of Section 16(1)(a) of the Competition Act 89 of 1998,
if the Competition Commission prohibits an intermediate merger,
any party to the merger may request the Competition Tribunal to
consider the prohibited merger, by written notice and in the
prescribed form.

Accordingly, Italtile will be preparing and filing a Request for
Consideration with the Competition Tribunal.

In the conviction that this matter will be reviewed and resolved
appropriately, and since approval by the Competition authorities
is only one of several conditions precedent, the acquisition
process and timetable as communicated to date will continue as
scheduled.

Shareholders will be apprised of progress in this regard in due
course.

Johannesburg
28 July 2016


Sponsor
Merchantec Capital

Legal Advisor to Italtile
Hogan Lovells (SA) Inc.

Corporate and Legal Advisor to Rallen
Rabin & Associates Proprietary Limited

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