Sharenet Sites 
Sharenet Sites
Renewal Of Cautionary Announcement
Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
ISIN: ZAE000138459
(Sephaku Holdings or the Company)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
With reference to the cautionary announcement dated 3 September 2012, Sephaku Holdings is pleased
to announce that its board of directors has approved the principal terms on which the Company will
acquire the entire issued share capital of Métier Mixed Concrete Proprietary Limited (Métier Mixed Concrete)
from its shareholders, the JTR Trust, Mr Kenneth Capes, Mr Richard Thompson and Mr Wayne Witherspoon
(Métier shareholders) (the Acquisition).
The purpose of this announcement is to furnish further information on the subject and rationale of
the Acquisition and to renew the Companys cautionary announcement until such time as the definitive
agreements between the parties (Métier Agreements) regarding the Acquisition are concluded and full
details of the Acquisition and its pro forma financial effects on the reported financial information of
Sephaku Holdings can be published.
2. The Acquisition
2.1 Information relating to Métier Mixed Concrete
Métier Mixed Concrete is a private company which has been in operation since March 2007. Its Managing
Director and key staff have cumulatively more than 50 years of experience within the ready mixed concrete
business. The core business of Métier Mixed Concrete is the manufacture and supply of quality ready mixed
concrete products for the residential, commercial and industrial market in South Africa. Métier Mixed Concrete
is well positioned to supply specialised concretes to the higher end of the market and has a full service
technical division. Through its pumping division it also offers a concrete pumping service with a fleet of
ready mixed concrete trucks. Furthermore, the company offers mobile plant operations in conjunction with its
fixed plant network which is geared to tendering on work in areas not normally supported by ready mix suppliers.
Métier Mixed Concrete has operations in the Durban and Pietermaritzburg regions, and is currently expanding
aggressively into Gauteng.
2.2 Rationale for the Acquisition
The Acquisition is expected to have synergistic benefits for Sephaku Holdings and its associate, Sephaku Cement
Proprietary Limited (Sephaku Cement), currently a new entrant into the cement production industry in South
Africa. Synergistic benefits for Sephaku Holdings include building a broader revenue base in the construction
materials market, providing earlier cash flows, diversification of company assets, regional diversification of
Sephaku Holdings, as well as the creation of shareholder growth. Further potential exists for vertical integration
as Métier Mixed Concrete is a consumer of cement and fly ash (which are used as raw input materials in the production
of concrete), both of which can potentially be provided by Sephaku Cement.
The Acquisition is consistent with the stated growth and investment strategy of Sephaku Holdings to increase its focus
on cement and cement-related products and services.
2.3 Purchase consideration
The total nominal purchase consideration payable to the Métier shareholders for Métier Mixed Concrete is R365 million
and will consist of a combination of cash payments and the issue of fully paid Sephaku Holdings securities. The purchase
consideration will be settled as follows:
2.3.1 On Closing:
2.3.1.1 cash payment of R110 million
2.3.1.2 issue of 5 million Sephaku Holdings dematerialised no par value shares at R6 per share at a total issue price of
R30 million
2.3.1.3 issue of 11.1 million Sephaku Holdings dematerialised no par value shares at R9 per share at a total issue price of
R100 million.
2.3.2 On 1 December 2014:
2.3.2.1 cash payment of R125 million
2.3.2.2 agterskot: an additional amount of shares to be issued at a 60 day VWAP to the 1 December 2014 Sephaku Holdings
share price which would make the total consideration described in paragraph 2.3.1.3 above equal to R100 million, subject
to a maximum share price of R9 and a minimum share price of R4.
2.4 Conditions precedent
The Acquisition will be subject to the fulfillment of certain suspensive conditions, including that:
2.4.1 Sephaku Holdings conducts a due diligence investigation to its satisfaction on Métier Mixed Concrete;
2.4.2 Métier Mixed Concrete conducts a due diligence investigation to its satisfaction on Sephaku Holdings;
2.4.3 approval of the Métier Agreements by the boards of directors of Métier Mixed Concrete and Sephaku Holdings
(which has already been obtained);
2.4.4 approval of the Acquisition by the shareholders of the parties;
2.4.5 such regulatory approvals as may be required being obtained from inter alia the JSE Limited (JSE) and the
Competition Commission; and
2.4.6 Sephaku Holdings successfully raising the requisite acquisition finance for the Acquisition;
2.5 Irrevocable Shareholder support
Sephaku Holdings has received irrevocable shareholder support from 59.4% of its shareholders to vote in favour of the Acquisition.
2.6 Shareholder approval, further documentation and renewal of cautionary announcement
The Acquisition will constitute a Category 1 acquisition for Sephaku Holdings in terms of the Listings Requirements
of the JSE, requiring approval of the terms thereof by Sephaku Holdings shareholders in a shareholders meeting.
Upon conclusion of the Métier Agreements a detailed announcement containing all the terms and the pro forma financial
effects of the Acquisition (Acquisition announcement) will be published and a circular to Sephaku Holdings shareholders
convening a shareholders meeting for consideration of the Acquisition will be prepared. Accordingly, shareholders are
advised to continue to exercise caution when dealing in the Companys securities until such time as the Acquisition announcement
is published.
Johannesburg
3 October 2012
Corporate advisor and transaction sponsor to Sephaku Holdings
Sasfin Capital
(A division of Sasfin Bank Limited)
Sponsor
QuestCo (Pty) Limited
Legal advisors to Sephaku Holdings
Brink Falcon Hume Inc. Attorneys
Date: 03/10/2012 08:00:00 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.
