METMAR LIMITED - Update Regarding the Disposal of Memar's 21% Interest in PGR 17 Investments (Pty) Ltd ("PGR 17")

Update Regarding the Disposal of Memar's 21% Interest in PGR 17 Investments (Pty) Ltd ("PGR 17")

METMAR LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/007269/06)
Share code: MML
ISIN code: ZAE000078747
(“Metmar” or “the Company”)

UPDATE REGARDING THE DISPOSAL OF METMAR’S 21% INTEREST IN PGR
17 INVESTMENTS (PROPRIETARY) LIMITED (“PGR 17”)

In 2009, Metmar disposed of its 21% interest in PGR 17 (which included its 11.8%
indirect interest in Mogale Alloys (Proprietary) Limited) (“Mogale Alloys”) to Ruukki
South Africa (Proprietary) Limited (“Ruukki SA”) for an aggregate selling price of
R248.2 million (“Purchase Consideration”) (R2billion in total for all the vendors).

Of the Purchase Consideration, R70.4 million (R600 million due to all vendors) was
held back by Ruukki SA pending fulfilment of certain conditions. The fulfilment of
such conditions has been a subject of legal proceedings over the last two years.

The book value of the outstanding Purchase Consideration in the Company’s
consolidated financial statements as at 29 February 2012 was R57.4 million

The vendors (including Metmar) have now agreed to settle all outstanding disputes
and claims by an arrangement with Ruuki SA (“Arrangement”) whereby inter alia:

   •    the parties will terminate all pending legal proceedings in relation to the
        disputes and will undertake not to institute any further legal proceedings in
        relation to the acquisition and related matters;
   •    the vendors will transfer their entire remaining shareholding in Mogale Alloys
        to Ruukki Group PLC (Ruukki SA’s holding company which is listed on the
        Helsinki and London stock exchanges), whereby Ruukki Group PLC’s
        ownership will increase from 84.9% to 90.0%;
   •    Ruukki Group PLC will pay the vendors an aggregate cash amount of
        R175 million and issue, in the aggregate, up to 16 000 000 new shares in
        Ruukki Group PLC. Of these shares, in maximum 3 478 261 will be issued
        as free shares. Any further shares will be issued with a subscription price of
        EUR0.50 per share to be paid by set-off against the settlement of
        receivables related to the Mogale Alloys acquisition; and
   •    after the arrangement has been completed the parties will have no surviving
        rights or obligations towards each other.

In terms of the above, Metmar will receive cash amounting to R26.4 million and
approximately 5,211,916 shares in Ruukki Group PLC at an issue price of EUR0.50
with a current market value of approximately R29.97 million.

The issue of the Ruukki Group PLC shares to the vendors is conditional upon the
receipt of South African Reserve Bank approval, which is expected to take up to
90 days. If this is not received, Ruukki Group PLC has undertaken to procure that the
shares are disposed of at fair value in accordance with the instructions of the
vendors and the resultant proceeds paid to the vendors.

The Arrangement is conditional upon the completion of, inter alia, the above referred
actions by no later than on 19 October 2012 (save for the share issue) or such later
time as maybe agreed in accordance with the provisions of the settlement
agreement.
Mr David Ellwood, Metmar’s CEO, commented: “The legal proceedings with the
Ruukki group have been uncertain and time consuming. We had expected that the
proceedings would be protracted and that it could take over two years to settle the
matter. We are pleased that Metmar will receive R56.4 million in settlement value”.


Bryanston
11 October 2012

Sponsor
One Capital

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