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INFRASORS HOLDINGS LIMITED - Update on fairness opinion of revised offer

Release Date: 03/07/2013 11:35
Code(s): IRA     PDF:  
Wrap Text
Update on fairness opinion of revised offer

Infrasors Holdings Limited

Incorporated in the Republic of South Africa)

(Registration number: 2007/002405/06)

Share Code: IRA            ISIN: ZAE000101507

("Infrasors” or the “Company”)



UPDATED  FAIR AND REASONABLE OPINON ON  OFFER MADE BY AFRIMAT
LIMITED TO INFRASORS HOLDINGS LIMITED MINORITY SHAREHOLDERS



In an announcement published on the Securities Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) on 7 June 2013,
shareholders of Infrasors  were referred to the announcement
released on SENS on 5 March 2013 and the unconditional mandatory
offer circular posted on 22 April 2013, whereby Afrimat Limited
(“Afrimat” or “the Offeror”) extended a mandatory offer to the
remaining Infrasors shareholders to acquire the ordinary shares
held by  Infrasors shareholders  other  than Afrimat for a
consideration  of 35  cents per share (“the Initial  Offer
Consideration”) (the Initial Offer”) and  were notified  that
Afrimat has increased the offer consideration to 65 cents per
ordinary share (“the Revised Offer Consideration”) (“the Revised
Offer”).



BDO Corporate  Finance Proprietary  Limited(“BDO Corporate
Finance” or “the Independent Expert has been appointed by the
Independent  Board of directors  of Infrasors to  provide
independent  advice to the directors and shareholders  of
Infrasors, in terms  of Regulation  90 of the Companies
Regulations, 2011 (“Companies Regulations”), as read with
Section 117(c) and Section 123 of the Companies Act (No.71 of
2008),   as    amended (“the   Companies Act”),in respect of the
Revised Offer.



Shareholders are now advised that the Independent Expert has
concluded its work and provided an opinion to the  Infrasors
Independent Board.    Based  on the results of the procedures
performed, detailed valuation work and other considerations, the
Independent Expert determined a valuation range of 54 cents to
67 cents per Infrasors Share on a marketable minority basis,
with a most likely value of 60 cents per Infrasors Share.

The   independent board has considered the proposed terms and
conditions of the Revised Offer, and is of the opinion that the
terms and conditions of the Revised Offer, based on quantitative
considerations, are fair to Infrasors  shareholders.  Based  on
qualitative factors, the Independent Board is of the opinion
that the proposed terms and conditions of the Revised Offer are
reasonable from the perspective of the Infrasors shareholders,
as the Revised Offer Consideration is at a premium to the 30 and
60 day VWAP of an Infrasors Share.



The opinion letter of the Independent Expert setting out, inter
alia, the   sources    of   information on which it relied,  its
procedures, valuation approach, assumptions and    opinion    are
available at the Company’s registered office, Lyttelton Dolomite
Mine, Botha avenue, Lyttelton, Centurion for inspection for 28
business   days    starting today, 3 July   2013  until Monday, 12
August 2013, both days inclusive and on the company’s website,
www.infrasors.co.za.
The Infrasors Independent Board accepts responsibility for the
information    contained   in this announcement insofar  as   the
information relates to Infrasors, and confirms that, to the best
of their knowledge and belief, the information is true and does
not   omit   anything   likely   to     affect   the   importance of   the
information




Centurion

3 July 2013

Sponsor and Corporate Advisor to Infrasors:

Sasfin Capital (a division of Sasfin Bank Limited)

Date: 03/07/2013 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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