INFRASORS HOLDINGS LIMITED - update on revised offer announced by Afrimat

update  on revised offer announced by Afrimat

     Infrasors Holdings Limited

     Incorporated in the Republic of South Africa)

     (Registration number: 2007/002405/06)

     Share Code: IRA         ISIN: ZAE000101507

     ("Infrasors”)



     REVISED OFFER BY AFRIMAT LIMITED TO INFRASORS HOLDINGS LIMITED
     MINORITY SHAREHOLDERS


1.   REVISED OFFER (“Revised Offer”)

     Infrasors shareholders are referred to the announcement released
     on SENS on 5 March 2013 (“Initial Offer”) and the unconditional
     mandatory offer circular posted on 22 April 2013 which stated
     that   the   unconditional mandatory offer by Afrimat Limited
     (“Afrimat”) to Infrasors Holdings Limited minority shareholders
     was expected to close at 12:00 on Friday 7 June 2013. Afrimat
     has (with the prior approval of the Takeover Regulation Panel)
     extended the closing date of the Initial Offer’s and the Revised
     Offer’s closing date is 12:00 on Friday, 5 July 2013.



     Afrimat has also  increased the offer consideration for the
     Infrasors shares from 35 cents per ordinary share (“Initial
     Offer Consideration“) to 65 cents per ordinary share (“Revised
     Offer Consideration”), in order to encourage Infrasors’ minority
     shareholders to accept the  Revised Offer Consideration  and
     simplify the incorporation of Infrasors into the Afrimat stable.
     Infrasors shareholders who accepted the Initial Offer
     Consideration, prior to the increase in the Initial Offer
     Consideration will be paid the increased Revised Offer
     Consideration reflected in this Revised Offer. Shareholders who
     have accepted the Initial Offer should note the amended salient
     dates for payment of the offer consideration detailed in
     paragraph 4 below.


2.   FUNDING OF THE REVISED OFFER CONSIDERATION

     Afrimat has confirmed to Infrasors that sufficient cash
     resources are available for the payment of the Revised Offer
     Consideration in terms of the Initial Offer and the  Revised
     Offer, and, as required in terms of the Companies Act, 71 of
     2008  and the Companies Regulations, 2011. The  Standard Bank
     South Africa Limited has provided the necessary guarantees to
     the Takeover Regulatory Panel to satisfy the full Revised Offer
     Consideration payable in terms of the Initial Offer and the
     Revised Offer.


3.   INFRASORS INDEPENDENT BOARD OF DIRECTORS

     The Infrasors Independent Board of Directors will consider the
     terms of the Revised Offer Consideration within the required
     period and will in due course announce to shareholders its views
     thereon together with other relevant information.


4.   SALIENT DATES AND TIMES

     The salient dates and times of the Revised Offer are set out
     below:

     Last day to trade in Infrasors shares in order to participate
     in the unconditional mandatory Revised Offer        Friday, 28 June 2013


     Shares trade “ex” the unconditional mandatory
     Revised Offer                                    Monday, 1 July 2013


    Unconditional mandatory Revised Offer closes
    at 12:00 on                                      Friday, 5 July 2013


    Record Date to determine which shareholders may accept the
    unconditional mandatory Revised Offer            Friday, 5 July 2013


    Results of unconditional mandatory Revised Offer to be released
    on SENS                                       Monday, 8 July 2013


    Final (see note 3) Revised Offer Consideration
    credited to the Revised Offer participant’s
    accounts at his CSDP or stockbroker (as the
    case may be) in cases where the shares
    surrendered in terms hereof are held by such
    CSDP or stockbroker as nominee for the Revised
    Offer participant on                             Monday, 8 July 2013


    Final (see note 3) cheques posted to or
    credited to the bank accounts of the Revised
    Offer participants (Who hold their shares in
    their own names) at the Revised Offer
    participant’s own risk, in settlement of the
    Revised Offer Consideration (subject to receipt
    by the transfer secretaries of the relevant share
    certificates) on
    or about                                         Monday, 8 July 2013


Results of the unconditional mandatory
Revised Offer to be published in the
press on                                              Tuesday, 9 July 2013


Notes:

1. The above dates and times are subject to amendment  by
   Afrimat. Any such amendment will be released on SENS and
   published in the press.

2. All times indicated above are South African times.

3. The Revised Offer consideration will be credited or posted to
   shareholders within six business days of receipt of the
   acceptance of the Revised Offer by the transfer secretaries.

4. Share certificates  may not be dematerialised or
   rematerialised between, Monday, 1 July 2013 and Friday, 5
   July 2013, both days inclusive.


Certificated Shareholders who accept the Revised Offer will have
the Revised Offer consideration posted to them or transferred to
them by way of EFT within six business days of the date on which
such shareholders deliver forms of acceptance and documents of
title to the transfer secretaries with final payment being made
on the first business day after the closing of the Revised
Offer.


Dematerialised Shareholders who accept the Revised Offer will
have their accounts at their CSDP or broker updated within six
business days of the date on which the CSDPs or brokers of such
Infrasors shareholders notify the Transfer Secretaries of their
acceptance of the Revised Offer with final payment being made on
the first business day after the closing of the Revised Offer.


Amended salient dates and times of the Initial Offer are set out
below:
Those Certificated shareholders who have accepted the Initial
Offer will note that payment of the revised offer consideration
will be made on or about 12 June 2013 and not on final payment
date as per the previous timetable.


Those Dematerialised shareholders who have accepted the Initial
Offer will note that payment of the revised consideration will
be made on or about 12 June 2013 and not on final payment date
as per the previous timetable.




Johannesburg

7 June 2013

Sponsor and Corporate Advisor to Infrasors:
Sasfin Capital (a division of Sasfin Bank Limited)

Date: 07/06/2013 05:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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