Mandatory Offer to the remaining shareholders of Infrasors Holdings Limited Afrimat Limited Infrasors Holdings Limited Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa (Registration number: 2006/022534/06) (Registration number: 2007/002405/06) Share code: AFT ISIN: ZAE000086302 Share Code: IRA ISIN: ZAE000101507 (“Afrimat” or “the Company”) ("Infrasors") MANDATORY OFFER TO THE REMAINING SHAREHOLDERS OF INFRASORS HOLDINGS LIMITED 1. INTRODUCTION Afrimat shareholders are referred to the cautionary announcements published between 29 June 2012 and 19 December 2012, the terms announcement on 18 January 2013 and the fulfilment of the conditions precedent on 8 February 2013 in respect of Afrimat making an offer to acquire 50.4% of Infrasors Holdings Limited (“Infrasors”), being 93 461 108 Infrasors shares, from Hanchurch Asset Managers (“Hanchurch”) and certain retiring management of Infrasors (“the Sellers”), which has been accepted by the Sellers (“the Transaction”). Afrimat shareholders are advised that following the transfer of the Infrasors shares, Afrimat purchased 94 171 108 shares. The change of control took place on 1 March 2013 and Afrimat is now the controlling shareholder of Infrasors. 2. MANDATORY OFFER As a result of Afrimat’s holding of Infrasors surpassing 35% of the issued ordinary share capital of Infrasors, Afrimat is required, in terms of section 123 of the Companies Act, No. 71 of 2008 (the “Act”), to extend a mandatory offer to the remaining Infrasors ordinary shareholders (the “Offer”). 3. MATERIAL TERMS OF THE OFFER Under the terms of the Offer, Infrasors minority shareholders are entitled to receive 35 cents per Infrasors share held. 4. CONDITIONS PRECEDENT The implementation of the Offer is subject to the fulfilment of the following condition precedent: * Receipt of the necessary approvals required from the Takeover Regulation Panel (“TRP”) and the JSE. 5. FUNDING OF THE MANDATORY OFFER CONSIDERATION Afrimat has confirmed to Infrasors that sufficient cash resources are available for the payment of the offer consideration in terms of the Offer, and, as required in terms of the Companies Act and the Companies Regulations, 2011, The Standard Bank South Africa Limited has provided the necessary guarantee to the TRP to satisfy the full offer consideration payable in terms of the Offer. 6. INDEPENDENT BOARD OF INFRASORS The Offer is classified as an affected transaction in terms of the Companies Act. Infrasors have not formed an Independent Board as yet, due to there being insufficient Directors to form the Independent Board but are in the process of rectifying this. Infrasors shareholders will be kept up to date regarding this process. Infrasors are also in the process of appointing an independent expert, for the purposes of providing a fairness opinion on the terms of the Offer. The opinion of the independent expert and the opinion and recommendation of the Independent Board will be included in the circular to be distributed to Infrasors shareholders. 7. RESPONSIBILITY STATEMENT The Afrimat Board and the Infrasors Board accept responsibility for the information contained in this announcement, and to the best of their respective knowledge and belief, the information is true and, where appropriate, this announcement does not omit anything likely to affect the importance of the information included. 8. CIRCULAR TO INFRASORS SHAREHOLDERS A joint circular containing details of the Offer and the terms and timing thereof will be posted to Infrasors shareholders in due course. Cape Town Johannesburg 4 March 2013 4 March 2013 Sponsor and Corporate Advisor to Afrimat: Bridge Sponsor to Infrasors: Capital Advisors (Pty) Limited Sasfin Capital (a division of Sasfin Bank Limited) Date: 04/03/2013 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.