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ITE/CRM - Italtile/Ceramic - Joint update announcement regarding the conditional offer to Ceramic shareholders and further cautionary announcements Italtile Limited Share code: ITE ISIN: ZAE000099123 Reg. no.: 1955/000558/06 Incorporated in the Republic of South Africa ("Italtile") Ceramic Industries Limited Share code: CRM ISIN: ZAE000008538 Reg. no.: 1982/008520/06 Incorporated in the Republic of South Africa ("Ceramic") JOINT UPDATE ANNOUNCEMENT REGARDING THE CONDITIONAL OFFER TO CERAMIC SHAREHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENTS 1. Introduction and background Italtile and Ceramic shareholders ("Shareholders") were advised in cautionary announcements published on the Securities Exchange News Service of the JSE Limited ("JSE") on Monday, 28 May 2012 that Italtile had expressed an interest in making an offer, subject to certain conditions precedent, to Ceramic shareholders other than Rallen (Pty) Limited ("Rallen") to acquire between 15% and 20% of the issued share capital of Ceramic for a cash consideration of R130 per Ceramic share. Rallen is the majority shareholder of both Italtile and Ceramic. Ceramic shareholders were advised that, should Italtile succeed, this would lead to a proposal to delist Ceramic from the exchange operated by the JSE. Ceramic shareholders were further advised that, in terms of the Listings Requirements of the JSE, Italtile had procured an undertaking from Rallen to join with Italtile in making an offer to all other Ceramic shareholders ("Offer") to facilitate the potential delisting of Ceramic. In terms of the Offer, Italtile will acquire between 15% and 20% of the issued share capital of Ceramic and, to the extent that acceptances are in excess of 20% of the issued share capital of Ceramic, then Rallen will acquire such excess. 2. Joint update Shareholders are advised that Italtile has completed a due diligence exercise on Ceramic to its satisfaction and can confirm that the price per Ceramic share at which the Offer will be extended will not be adjusted as a result of any due diligence findings and will remain at R130 per Ceramic share. The Italtile board of directors and a committee of Ceramic directors independent of Italtile and Rallen are working towards finalising the terms of the Offer and the conditions precedent. 3. Renewal of cautionary announcements Shareholders are advised to continue to exercise caution when dealing in their respective Italtile and Ceramic securities until an announcement reflecting the terms of the Offer is published, which is expected to be by the end of July 2012. Johannesburg 29 June 2012 Sponsor to Italtile: KPMG Services (Pty) Limited Legal advisor to Italtile: Webber Wentzel Sponsor to Ceramic: One Capital Legal advisor to Ceramic: Edward Nathan Sonnenbergs Date: 29/06/2012 12:14:01 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.
