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)
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