AFRIMAT LIMITED - Indicative proposal regrading the purchase of shares of Infrasors Holdings Limited

Indicative proposal regrading the purchase of shares of Infrasors Holdings Limited

Afrimat Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/022534/06)
Share code: AFT     ISIN: ZAE000086302
(“Afrimat” or “the Company”)


INDICATIVE PROPOSAL REGARDING THE PURCHASE OF SHARES OF INFRASORS HOLDINGS LIMITED


Shareholders are advised that Afrimat has made an offer to acquire 50.4% of Infrasors Holdings Limited
(“Infrasors”) from Hanchurch Asset Management (“Hanchurch”) and certain retiring management of
Infrasors (“the Sellers”), being 93 461 108 ordinary shares of Infrasors which has been accepted by the
Sellers (“Proposed Transaction”). The Proposed Transaction will grant Afrimat control of Infrasors.


INFRASORS – BRIEF COMPANY PROFILE

Infrasors is a South African resources group, involved in the mining and beneficiation of a range of minerals
used in the industrial, metallurgical, mining and construction sectors.

Infrasors was initially listed on the AltX market of the JSE Limited in April 2007, and subsequently
transferred to the Main Board under the general mining sector in February 2010.

The Infrasors mining interests include the following:

    *   Lyttelton Centurion Mine – opencast mining and beneficiation of a dolomite ore-body.
    *   Marble Hall Mine – opencast mining and beneficiation of a limestone (metamorphosed dolomite)
        ore-body.
    *   Delf Sand – sand extraction and beneficiation of alluvial silica sand. Delf Silica Coastal – sand
        extraction and beneficiation of alluvial silica sand.

CONDITIONS PRECEDENT

The transaction was unconditionally approved by the Competition Commission (In terms of Chapter 3 of the
Competition Act 1998) on 24 October 2012.


The finalisation of the Proposed Transaction will be subject, inter alia, to the following remaining conditions
precedent:

     *   Approval of the Proposed Transaction by Afrimat's board of directors;
     *   Approval by the JSE, the Takeover Regulation Panel (TRP) and other relevant authorities (if
         any) of the Proposed Transaction and all of the documents associated with implementing the
         Proposed Transaction; and
     *   ABSA Bank, being the debt providers to Infrasors, providing support and consent to the
         Proposed Transaction and agreeing that no material changes to the debt facilities, pricing and
         debt repayment terms currently in effect will be required.

The transaction was unconditionally approved by the Competition Commission (In terms of Chapter 3 of the
Competition Act 1998) on 24 October 2012.

OFFER PRICE AND PAYMENT TERMS

Afrimat has offered 35 cents per share in terms of the Proposed Transaction and will settle the purchase
price in cash on implementation of the Proposed Transaction.

RATIONALE FOR THE PROPOSED TRANSACTION

The Proposed Transaction will complement and augment Afrimat’s industrial minerals and aggregates
product offerings and further expand its geographical footprint across South Africa.

Afrimat intends to take control of the board of directors and to implement its proven management practices
and business processes throughout the Infrasors group.

With Afrimat’s management expertise and marketing input, opportunities exist to leverage the strength of
the Infrasors’ assets for more effective distribution of a wider product range to the marketing channels
Afrimat has identified. The acquisition will also enable Afrimat to grow its foothold in the industrial minerals
and aggregates supply markets in the northern provinces of South Africa without the need to create more
capacity in these industries.

EFFECTIVE DATE

The effective date, being the date of implementation of the Proposed Transaction, will be the first business
day following the end of the calendar month during which all conditions precedent have been fulfilled.

MANDATORY OFFER

Should the Proposed Transaction become unconditional, Afrimat will make an unconditional mandatory
offer to all remaining Infrasors ordinary shareholders in terms of section 123 of the Companies Act.

FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

In compliance with paragraph 9.15 of the JSE Limited Listings Requirements, pro forma financial effects
must be disclosed to provide information on the impact of the Proposed Transaction on Afrimat’s reported
financial statements. Shareholders are advised to continue exercising caution when dealing in the shares in
the Company pending the release of such financial effects.

CATEGORISATION

In terms of the JSE Listings Requirements, the Proposed Transaction is a Category 2 transaction where a
circular is required. Afrimat will continue to inform shareholders of developments with regard to the circular.

MEMORANDUM OF INCORPORATION

Afrimat undertakes that the Memorandum of Incorporation of Infrasors will conform to Schedule 10 of the
JSE Listings Requirements, as required.

RESPONSIBILITY STATEMENT

The directors of Afrimat accept responsibility for the information contained in this announcement and
confirm that to the best of their knowledge and belief, the information is true and correct and that it does not
omit anything likely to affect the importance of the information.

Johannesburg
18 January 2013
Sponsor and Corporate Advisor: Bridge Capital Advisors (Pty) Limited

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