Further announcement re clearancy by Competition Commission and withdrawal of Cautionary Alert Steel Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2003/005144/06) (Share Code: AET ISIN Code: ZAE000092847) ("Alert Steel" or "the Company") Further announcement in respect of: - conditional clearance by the Competition Commission of the purchase of shares by Cannistraro; - mandatory offer; - circulars; and - withdrawal of cautionary announcement 1. Introduction and background Shareholders are referred to the further cautionary announcement dated 11 April 2013 in which, inter alia, further details were supplied in respect of the purchase of shares in Alert Steel by Cannistraro Investments 282 (Pty) Limited (“Cannistraro”) from Capital Africa Steel (Pty) Limited (“CAS”) and Nedbank Limited (“Nedbank”) (“the transaction”). 2. Conditional clearance by Competition Commission On 14 May 2013 the Competition Commission issued a clearance certificate in respect of the transaction. The Commission acknowledged the financial situation of Alert Steel and the need to return the business to a profitable state. The transaction was approved subject to certain conditions in respect of employees and retrenchments, which are summarised as follows: 2.1. the number of employees that may be retrenched for a period of two years after the implementation date of the transaction (“the implementation date”) shall be limited to 100 skilled and 50 semi-skilled employees, excluding the board of directors and executive management; 2.2. for a period of 12 months after retrenchment, first preference will be given to such retrenched persons when vacancies occur or new employment opportunities arise in Alert Steel; 2.3. Alert Steel will increase its number of Alert Steel Express container outlets from 29 to 35 sites, and increase the number of containers per site from one to three; 2.4. following finalisation of the Wholesale and Retail Skills Education Training Authorities in South Africa (“SETA”) and within two years after the implementation date, Alert Steel will train 60 to 100 graduates from the SETA at the new Alert Steel Express outlets. 2 3. Mandatory offer In light of the conditional clearance issued by the Competition Commission on 14 May 2013 and the ruling by the Takeover Regulation Panel (“TRP”) dated 9 April 2013: 3.1. Cannistraro is now obliged to make a mandatory offer to all Alert Steel’s shareholders (other than CAS and Nedbank) to acquire all of their shares at 54.58 cents per share (“the Mandatory Offer”); 3.2. the TRP has indicated that it is prepared to waive a potential mandatory offer being required to be made by Cannistraro to the other shareholders in Alert Steel at 200 cents per share to the extent that Cannistraro may exceed the “prescribed percentage” of shares in Alert Steel by virtue of the proposed specific issue of shares for cash to be effected to Cannistaro (as referred to in the announcement dated 11 April 2013) (“the Specific Issue”), provided that independent shareholders in Alert Steel waive the benefits of such mandatory offer by ordinary resolution in terms of Regulation 86(4) of the Companies Regulations, 2011; 3.3. Accordingly, Cannistraro will shortly provide a cash confirmation to the TRP in the amount of R3 746 620, to be held in security by the TRP in relation to the implementation of the Mandatory Offer. 4. Circulars Circulars to shareholders in respect of the Specific Issue and the Mandatory Offer are in the process of being drafted and will be mailed in due course. 5. Withdrawal of cautionary announcement Caution is no longer required to be exercised by shareholders when dealing in their securities. 17 May 2013 Johannesburg Designated Advisor Exchange Sponsors Competition law advisor to Cannistraro Vani Chetty Competition Law (Pty) Ltd Date: 17/05/2013 02:17:00 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.