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Announcement relating to the joint circular to Ceramic shareholders and notice of Ceramic 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”)
Announcement relating to the joint circular to Ceramic shareholders and
notice of Ceramic general meeting
1 Introduction and background
Italtile and Ceramic shareholders (“Shareholders”) are referred to the
joint announcement published on the Securities Exchange News Service
(“SENS”) of the JSE Limited (“JSE”) on Friday, 31 August 2012
(“Announcement”) which included details of the following:
• notice of the firm intention by Italtile and Rallen Proprietary
Limited (“Rallen”) (collectively “the Offerors”) to make an offer
(“the Offer”) to acquire, subject to the fulfilment or waiver, as the
case may be, of the conditions precedent detailed in the Announcement,
all of the ordinary shares held by shareholders of Ceramic, 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”); and
• the termination of the listing on the JSE of Ceramic’s ordinary shares
(“Delisting”).
Ceramic Shareholders are hereby advised that a joint circular containing
details of, inter alia, the Offer and the Delisting and incorporating a
notice of a Ceramic general meeting (“Joint Circular”) was posted to
Ceramic shareholders on Monday, 1 October 2012. The Joint Circular is
available on both Italtile’s website at www.italtile.com and Ceramic’s
website at www.ceramic.co.za.
2 Opinion by an independent expert
The independent board of Ceramic comprising of Mr SD Jagoe, Mr EM Mafuna
and Mr KM Schultz (“the Independent Board”) were tasked to consider
whether the terms and conditions of the Offer are fair and/or reasonable
to Independent Ceramic Shareholders. In discharging its obligations, the
Independent Board engaged Nodus Capital Proprietary Limited (“the
Independent Expert”) to provide an opinion in respect of the terms and
conditions of the Offer.
In this regard, the Independent Expert has advised the Independent Board
that it has considered the terms and conditions of the Offer and is of
the opinion that these terms and conditions are fair and reasonable to
Independent Ceramic Shareholders.
A copy of the Independent Expert’s fair and reasonable opinion
(“Opinion”) is set out in the Joint Circular.
3 Recommendation of the Independent Board
The Independent Board, taking into account the Opinion of the
Independent Expert, has considered the terms and conditions of the Offer
and is unanimously of the opinion that the terms and conditions of the
Offer are fair and reasonable to Independent Ceramic Shareholders. In
particular, the Independent Board has considered the fair value range
determined by the Independent Expert and is in agreement with the fair
value range so determined and has placed reliance on the valuation
performed by the Independent Expert.
Accordingly, the Independent Board recommends that Independent Ceramic
Shareholders vote in favour of the resolutions to be proposed at the
Ceramic general meeting and that they accept the Offer. Those
Independent Board members who hold Ceramic shares intend to vote in
favour of the resolutions to be proposed at the Ceramic general meeting,
to be held on Tuesday, 30 October 2012 at 14:00 at Zenele Park, cnr
Likewaan and Dr Vosloo Streets, Bartlett Ext 40, Boksburg, and accept
the Offer in respect of their entire shareholdings in Ceramic.
5 Conditions precedent
The Offer remains subject to the fulfilment or waiver (as the case may
be and to the extent any condition is capable of being waived), in
writing by the Offerors of the following conditions precedent by no
later than 31 October 2012:
• the Offer having been validly accepted by the Independent Ceramic
Shareholders holding no less than 3 043 924 Ceramic shares,
representing 15% of the issued share capital of Ceramic;
• the approval by the requisite majority of the shareholders of Ceramic
present at the general meeting of the resolutions approving the
Delisting and authorising the amendment of two of Ceramic’s employee
incentive schemes and the amendments that are required, as a result of
the Delisting, to Ceramic’s agreements with its Black Economic
Empowerment shareholders;
• the issue by the Takeover Regulation Panel (“TRP”) of a compliance
certificate in relation to the Offer in accordance with section
121(b)(i) of the Companies Act, 71 of 2008, as amended; and
• the approval by the JSE of the Delisting.
6 Salient dates and times
The salient dates and times relating to the Ceramic general meeting and
the Offer and the Delisting are set out below:
In respect of the Ceramic general 2012
meeting
Record date to be entitled to Friday, 21 September
receive notice of the Ceramic
general meeting
Circular posted to Ceramic Monday, 1 October
shareholders
Last date to trade to be entitled Friday, 12 October
to participate in and vote at the
Ceramic general meeting
Record date to be entitled to Friday 19 October
participate in and vote at the
Ceramic general meeting
Last day to lodge forms of proxy Friday, 26 October
for the Ceramic general meeting by
14:00
Ceramic general meeting to be held Tuesday, 30 October
at 14:00 at Zenzele Park, cnr
Likewaan and Dr Vosloo Streets,
Bartlett Ext 40, Boksburg
Results of the Ceramic general Tuesday, 30 October
meeting released on SENS
Results of the Ceramic general Wednesday, 31 October
meeting published in the South
African press
In respect of the Offer and the
Delisting
Circular posted to Ceramic Monday, 1 October
shareholders
Offer opens at 9:00 Tuesday, 2 October
Compliance certificate expected to Wednesday, 31 October
be obtained from the TRP
Finalisation date expected to be by Thursday, 1 November
11:00
Finalisation date announcement Thursday, 1 November
(including details of the Offer
becoming unconditional in
accordance with its terms) expected
to be published on SENS
Finalisation date announcement Friday, 2 November
(including details of the Offer
becoming unconditional in
accordance with its terms) expected
to be published in the South
African press
Last date to trade to be entitled Friday, 9 November
to participate in the Offer
Ceramic shares trading suspended Monday, 12 November
with effect from commencement of
trade
Record date to be entitled to Friday, 16 November
participate in the Offer
Forms of acceptance, surrender and Friday, 16 November
transfer to be received by
Computershare Investor Services
(Pty) Ltd (Ground Floor, 70
Marshall Street, Johannesburg, 2001
OR PO Box 61763, Marshalltown,
2107)by 12:00 (midday)
Closing date of the Offer at 12:00 Friday, 16 November
(midday)
Results of the Offer released on Monday, 19 November
SENS on or about
Last date on which holders of Monday, 19 November
dematerialised Ceramic shares will
have their accounts credited with
the Offer Consideration
Last date on which holders of Monday, 19 November
certificated Ceramic shares will
have the Offer Consideration
electronically transferred to them
(cheques will be issued to them on
Monday, 19 November and posted to
them on or about the same date)
Results of the Offer published in Tuesday, 20 November
the South African press
Termination of listing of Ceramic Tuesday, 20 November
shares from the JSE from
commencement of trade
Notes:
1. All times shown in the table above are South African Standard
Times.
2. The above dates and times are subject to change by the Offerors and
Ceramic, acting jointly, with the prior approval of the TRP and the
JSE. Any material change will be published on SENS and in the South
African press.
3. Ceramic shareholders who accept the Offer may not withdraw that
acceptance.
4. Should the Offer become unconditional, Ceramic shares may not be
dematerialised or rematerialised after the record date to be
entitled to participate in the Offer.
5. Independent Ceramic Shareholders who validly accept the Offer will
receive the Offer Consideration within six business days of the
later of the date upon which the Offer becomes unconditional in
accordance with its terms and the date of acceptance of the Offer
by such Independent Ceramic Shareholder, with the final payment
date expected to be on Monday, 19 November 2012.
Johannesburg
1 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
Date: 01/10/2012 02:43:00 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.
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