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BASIL READ HOLDINGS LIMITED - Update regarding the disposal by Basil Read of 100% of TWP Holdings (Pty) Ltd to Worleyparsons RSA (Pty) Ltd

Release Date: 06/03/2013 11:13
Code(s): BSR     PDF:  
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Update regarding the disposal by Basil Read of 100% of TWP Holdings (Pty) Ltd to Worleyparsons RSA (Pty) Ltd

Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number 1984/007758/06
Share Code: BSR ISIN: ZAE000029781
("Basil Read" or "the Company")


UPDATE REGARDING THE DISPOSAL BY BASIL READ OF 100% OF TWP HOLDINGS (PTY) LTD TO WORLEYPARSONS RSA (PTY) LTD

Basil Read shareholders are referred to the circular dated Friday, 8 February 2013,
regarding the agreement dated 23 October 2012 entered into between Basil Read and
WorleyParsons RSA (Pty) Ltd (“WorleyParsons SA”), a subsidiary of WorleyParsons Ltd
(“WorleyParsons”), whereby WorleyParsons SA will acquire the entire issued share capital
held by Basil Read in TWP Holdings (Pty) Ltd (“TWP”), for a cash consideration of ZAR900
million (“Purchase Consideration”), hereinafter the “Proposed Transaction”. Using the
terms as defined in the circular, Basil Read shareholders are advised that all the conditions
precedent relating to the Proposed Transaction have been fulfilled, apart from the following:

     - the Shareholders of Basil Read approving the Proposed Transaction, as required in
       terms of the Listings Requirements of the JSE on or before 8 March 2013; and
     - within a period of 24 hours after the last of all of the other Conditions Precedent
       being fulfilled or waived, as the case may be, no Material Adverse Change having
       occurred, provided that if WorleyParsons SA advises Basil Read that a Material
       Adverse Change has occurred, and if Basil Read disputes same, the fulfilment of this
       Condition Precedent shall be extended until such time as the dispute has been
       resolved in accordance with the terms as set out in the Sale Agreement (which is
       standard for an agreement of this nature).

Shareholders are reminded that the general meeting in respect of the Proposed Transaction
will be held at the registered office of Basil Read, being The Basil Read Campus, 7 Romeo
Street, Hughes Extension, Boksburg 1459, at 10:00 South African Time on Friday, 8 March
2013, for the purpose of considering and, if deemed fit, passing with or without modification,
the ordinary resolutions relating to the Proposed Transaction.

Johannesburg
6 March 2013

Financial Adviser, JSE Transaction Sponsor and JSE Sponsor
Macquarie First South Capital (Pty) Limited

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