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Small Related Party Transaction
Afrimat Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/022534/06)
Share code: AFT ISIN: ZAE000086302
(“Afrimat” or “the Company”)
PROVISION OF FUNDING BY AFRIMAT TO THE AFRIMAT BEE TRUST TO PURCHASE SHARES
FROM MEGA OILS SPV (PTY) LIMITED (“Transaction”)
1. INTRODUCTION
Mega Oils SPV (Pty) Limited (“Mega Oils SPV“) currently own 6 392 575 Afrimat shares (“BEE Shares”)
in terms of an agreement between Mega Oils (Pty) Limited (“Mega Oils”) and the shareholders of Prima
Quarries dated 30 August 2006. The purpose of the agreement was to ensure that Afrimat complies
with the requirements of the Department of Mineral Resources regarding BEE shareholding from the
date when Afrimat Limited was established and listed on the JSE. The BEE Shares held by Mega Oils
SPV is subject to a lock-in for a period of 7 years that ends during November 2013. Mega Oils have
indicated that they will not retain the BEE Shares held by Mega Oils SPV when the above lock-in
expires.
The optimal solution is to continue with Afrimat’s proven strategy of empowering its black employees and
therefore funding will be provided by Afrimat to the Afrimat BEE Trust for purposes of purchasing the
BEE Shares. The Trustees of the Afrimat BEE Trust have resolved to purchase the 6 392 575 shares
from Mega Oils SPV. As a result of this, Afrimat’s board of directors has resolved, to provide the funding
on behalf of the Afrimat BEE Trust to purchase 6 392 575 Afrimat shares at R6.18 per share in terms of
the amended BEE Trust Deed that was approved by Afrimat shareholders on 24 February 2010 (“the
Transaction”).
The board of directors of Afrimat is required to obtain a fairness opinion in relation to the Transaction as,
in terms of Section 10 of the JSE Listings Requirements, the Mega Oils SPV beneficiaries and certain of
the Mega Oils SPV funding parties are considered to be related parties to Afrimat. The related parties are
Mr. Loyiso Dotwana and Mr. Francois Du Toit who are both non-executive Directors of Afrimat.
2. RATIONALE OF THE TRANSACTION
Afrimat embarked on a process to place the BEE Shares with a new BEE shareholder, in advance of the
expiry date of the lock-in, to ensure that Afrimat Limited is not exposed to any BEE shareholding risk in
terms of its mining rights after November 2013.
3. CONDITIONS PRECEDENT
There is no outstanding conditions precedent.
4. EFFECTIVE DATE
The effective date of the Transaction is 10 December 2012 and was conditional upon approval of the
fairness opinion by the JSE - approval was received on 14 January 2013.
5. FUNDING OF THE TRANSACTION
The Transaction will be funded from existing cash reserves.
6. FINANCIAL EFFECTS
The pro forma financial effects of the Transaction on Afrimat’s earnings, headline earnings, net asset
value and net tangible asset value per share are less than 3% and, therefore, have not been presented.
7. SMALL RELATED PARTY TRANSACTION
The Transaction is classified as a small related party transaction in relation to Afrimat. Bridge Capital
Advisors (Pty) Limited has confirmed that the Transaction is fair to Afrimat shareholders and
their fairness opinion is available for inspection at Afrimat`s registered offices.
Johannesburg
16 January 2013
Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited
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