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AET - Alert Steel Holdings Limited - Statement regarding underwriting of rights offer by Omphile ALERT STEEL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2003/005144/06) JSE code: AET ISIN: ZAE000092847 ("Alert") STATEMENT REGARDING UNDERWRITING OF RIGHTS OFFER BY OMPHILE Shareholders are referred to the announcements dated 27 March 2012, 15 May 2012 and 25 May 2012 pertaining to a R120 million rights offer by Alert, which is currently in progress ("the Rights Offer"). In the circular pertaining to the Rights Offer ("the Rights Offer Circular"), it was referred to that Omphile Investments (Pty) Limited ("Omphile"), a 100% Black Economic Empowered company, had undertaken, in terms of an underwriting agreement concluded between Alert, Omphile and various other underwriters, to underwrite R44 million of the Rights Offer ("the Underwriting Agreement"). In support of this undertaking by Omphile, Alert received sworn declarations from two directors of Omphile in terms of section 100(6) and (7) of the Companies Act No. 71 of 2008 (as amended) stating that, to the best of such directors` knowledge and belief, Omphile was and will be in a position to carry out its obligations in terms of the Underwriting Agreement. Subsequent to receipt of such declarations and subsequent to the distribution of the Rights Offer Circular, further information has been made available to the directors concerning Omphile`s ability to perform timeously in terms of the Underwriting Agreement. The directors therefore wish, in light of the recent information made available to the directors, as a matter of urgency, to bring to the attention of shareholders their concerns regarding Omphile`s ability to fully comply with its obligations in terms of the Underwriting Agreement. The directors furthermore wish to bring to the attention of shareholders that Alert has entered into a sub-underwriting agreement with Nedbank Limited ("Nedbank") in terms of which, should Omphile fail to comply fully with its obligations in terms of the Underwriting Agreement, Nedbank has agreed to sub- underwrite a portion of any such failure by Omphile, to a maximum amount of R30 million. Such sub-underwriting by Nedbank, and any additional steps in relation to the Rights Offer that need to be taken arising out of the latest developments referred to above, are subject to any further requirements of the JSE in this regard. Pretoria 15 June 2012 Designated advisor QuestCo (Pty) Limited Legal advisor Prinsloo, Tindle & Andropoulos Inc. Independent Reporting Accountants and Auditors KPMG Inc. Date: 15/06/2012 12:55:21 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
