CERAMIC INDUSTRIES LIMITED - Finalisation announcement in respect of the joint offer to Independent Ceramic Shareholders

Finalisation announcement in respect of the joint offer to Independent Ceramic Shareholders

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” or “the Company”)



Finalisation announcement in respect of the joint offer to Independent
Ceramic Shareholders

1    Introduction

Italtile and Ceramic shareholders (“Shareholders”) are referred to the
joint circular distributed to Ceramic shareholders on Monday, 1 October
2012 (“Circular”) and to the joint announcement published on the
Securities Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on
Tuesday, 30 October 2012 relating to the results of the Ceramic general
meeting that was held on that day (“General Meeting”).

Pursuant to the Circular, Rallen Proprietary Limited (“Rallen”) and
Italtile (“the Offerors”) extended a conditional offer (“the Offer”) to
acquire all or part of the ordinary shares held by Ceramic Shareholders,
other than Rallen and its associates 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”).

2    Fulfilment of the conditions precedent to the Offer

Shareholders are advised that all conditions precedent to the Offer as
set out in the Circular have either been fulfilled or waived and,
therefore, the Offer has become unconditional.
The Offer will close at 12:00 on Friday, 23 November 2012. Independent
Ceramic Shareholders who still wish to accept the Offer should do so in
accordance with the procedure set out in the Circular.

Holders of dematerialised Target Shares whose central securities
depository participants or brokers do not make a valid election on their
behalf to sell all of their Target Shares to the Offerors in terms of
the Offer will retain an interest in the unlisted Ceramic.

Holders of certificated Target Shares who do not make a valid election
to sell all of their Target Shares to the Offerors in terms of the Offer
will retain an interest in the unlisted Ceramic.

3    Revised salient dates and times in relation to the Offer and the
     delisting

As one of the conditions precedent to the Offer, Ceramic shareholders
approved the delisting of the Company’s ordinary shares from the JSE
(“Delisting”) at the General Meeting.

The revised salient dates and times of the Offer and Delisting are set
out below:

Finalisation date announcement        Wednesday, 7 November
published in the South African
press

Last date to trade to be entitled     Friday, 16 November
to participate in the Offer

Ceramic shares trading suspended      Monday, 19 November
with effect from commencement of
trade

Record date to be entitled to         Friday, 23 November
participate in the Offer

Forms of acceptance, surrender and    Friday, 23 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, 23 November
(midday)

Results of the Offer released on      Monday, 26 November
SENS on or about

Last date on which holders of         Monday, 26 November
dematerialised Ceramic shares will
have their accounts credited with
the Offer Consideration

Last date on which holders of        Monday, 26 November
certificated Ceramic shares will
have the Offer Consideration
electronically transferred to them
(cheques will be posted to them on
or about the same date)

Results of the Offer published in    Tuesday, 27 November
the South African press

Delisting of Ceramic shares from     Tuesday, 27 November
the JSE from commencement of trade

Notes:

  1. All times shown in the table above are South African Standard
     Times.
  2. Independent Ceramic Shareholders who accept the Offer may not
     withdraw that acceptance.
  3. Independent Ceramic Shareholders who validly accept the Offer will
     receive the Offer Consideration within six business days of the
     later of Tuesday, 6 November 2012, being the date upon which the
     Offer became 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,
     26 November 2012.

Johannesburg

6 November 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

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