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DORBYL LIMITED - UPDATE ON GENERAL OFFER

Release Date: 25/01/2013 17:46
Code(s): DLV     PDF:  
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UPDATE ON GENERAL OFFER

Dorbyl Limited                       Naledi Foundry of Republic of
(Incorporated in the Republic        South Africa Proprietary
of South Africa)                     Limited
Registration Number:                 (Incorporated in the Republic
1911/001510/06                       of South Africa)
Share Code: DLV ISIN:                Registration Number:
ZAE000002184                         2012/194053/07
("Company" or "Dorbyl")              (“Naledi”)


UPDATE ON GENERAL OFFER

1. Shareholders are referred to the announcement on SENS on 7
   December 2012 regarding the revised firm intention by Naledi
   to make an offer to Dorbyl shareholders to acquire up to 100%
   of the shares in the issued share capital of Dorbyl (“the
   General Offer”).

2. As announced, in terms of the General Offer Naledi offers to
   acquire from Dorbyl shareholders:

2.1     up to 100% of the total issued ordinary shares in Dorbyl
        for an offer consideration of R0.85 (eighty five cents) per
        ordinary share; and

2.2     by making, in addition to the offer for ordinary shares in
        Dorbyl in paragraph 2.1 above, offers for the:

2.2.1   740 025 5% cumulative preference shares (with Share Code
        (5%): DLVP ISIN code: ZAE000002200 (“the DLVP – Preference
        Shares”)) at a price of R1.00 (one hundred cents) per DLVP
        – Preference Share payable in cash, representing a total
        offer consideration of R740 025.00 for the entire class of
        DLVP – Preference Shares; and

2.2.2   1 250 000 5.5% cumulative preference shares (with Share
        Code (5.5%): DLP1 ISIN code: ZAE000002168 (“the DLP1 –
        Preference Shares”)) at a price of R1.10 (one hundred and
        ten cents) per DLP1 – Preference Share payable in cash,
        representing a total offer consideration of R1 375 000.00
        for the entire class of DLP1 – Preference Shares.

3. The General Offer is subject to a condition as to acceptance
   that Naledi acquires at least 51% (fifty one percent) of the
     entire issued ordinary share capital of Dorbyl (“the Minimum
     Threshold Requirement”).   However, as announced, the Offeror
     received   irrevocable  undertakings   from  Dorbyl   ordinary
     shareholders representing 51.48% of the class of issued
     ordinary shares. As a result of the irrevocable undertakings
     received, it appears that the Minimum Threshold Requirement
     has been met. Accordingly, once all of the relevant
     acceptances applicable to the aforementioned irrevocable
     undertakings are reflected on the Company’s register, the
     General Offer will become unconditional and shareholders would
     be duly informed.


4.   In addition, shareholders are advised that Naledi has decided
     to extend the General Offer period to enable remaining Dorbyl
     shareholders a further opportunity to participate therein.


5.   Full details of the extension and the revised salient dates
     and times will be announced during the course of next week.

Johannesburg

25 January 2013

Transaction advisor     and   sponsor   to   Dorbyl:   PSG   Capital
Proprietary Limited

Date: 25/01/2013 05:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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