Wrap Text
Posting of circular, salient dates and time of mandatory offer
AUSTRO GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
JSE share code: ASO ISIN: ZAE000090882
(“Austro” or “the company”)
POSTING OF CIRCULAR, SALIENT DATES AND TIMES OF MANDATORY OFFER
1. INTRODUCTION
Shareholders are referred to the announcements released on SENS on 26 September 2013 and
23 October 2013 wherein shareholders were advised, inter alia, that Ricophase Proprietary Limited
(“Ricophase”) together with the persons with whom Ricophase is acting in concert or deemed to be
acting in concert (collectively the “concert parties”) hold in excess of 35% of the issued share capital
of Austro. In consequence a mandatory offer has been triggered in terms of section 123 of the
Companies Act (71 of 2008) (the “Companies Act”) by Ricophase on its own behalf and on behalf of
the concert parties (collectively the “offeror”) to acquire all of the ordinary shares in Austro not
already owned by the offeror (the “offer”).
A combined offer circular (the “circular”) relating to the offer has been posted to Austro shareholders
dated 5 November 2013. Copies of the circular will be made available for inspection during normal
business hours at the offices of Austro, 1125 Leader Avenue, Stormill Extension 4, Roodepoort, from
5 November 2013 to 20 December 2013. The circular is also available on Austro’s website
www.austrogrouplimited.com.
Terms defined in the circular shall bear the same meaning in this announcement.
2. TERMS OF THE OFFER
The offeror has extended an unconditional cash offer, as required in terms of section 123(4) of the
Companies Act, to Austro shareholders other than the offeror to acquire all or part of such Austro
shareholders’ shares at an offer price of 55.2 cents per share.
3. OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD
In accordance with the provisions of the Companies Act and the Takeover Regulations an independent
sub-committee of the Austro board of directors (the “independent board”) has been appointed to
advise Austro shareholders on the offer.
The independent board has appointed BDO Corporate Finance Proprietary Limited (the “independent
expert”) as its independent expert to provide the independent board with its opinion as to whether the
terms of the offer are fair and reasonable to Austro minority shareholders, in conformity with the
applicable requirements of Regulation 90 of the Takeover Regulations.
On 21 October 2013, the independent expert delivered to the independent board of Austro an opinion
to the effect that, as of the date of the opinion, and based upon and subject to the factors and
assumptions detailed in its letter, the terms and conditions of the offer, and in particular, the offer
consideration are not fair and not reasonable to the offerees.
The independent board, having considered the terms and conditions of the offer and, inter alia, the
opinion of the independent expert, is of the opinion that the offer is not fair and not reasonable to the
offerees. The board recommends that shareholders do not accept the offer. The board however has no
objection to the intentions of Ricophase and its concert parties in respect of Austro as set out in
paragraph 21 of the circular.
4. SALIENT DATES AND TIMES RELATING TO THE OFFER
2013
Record date in order to receive the circular Friday, 25 October
Circular posted to Austro shareholders Tuesday, 5 November
Opening date of the offer (09:00) Wednesday, 6 November
Last day to trade of shareholders wishing to accept the offer Thursday, 12 December
Shares trade “ex” the offer Friday, 13 December
Offer closes at 12:00 on Friday, 20 December
Record date to determine which shareholders may accept the offer Friday, 20 December
Results of offer to be announced on SENS Monday, 23 December
Results of the offer to be announced in the press Tuesday, 24 December
Payment date See notes 6 and 7 below
Notes:
1. Certificated Austro shareholders are required to complete and return the attached form of
acceptance in accordance with the instructions contained therein to be received by the transfer
secretaries by no later than 12:00 on the closing date.
2. Any change to the above dates and times will be agreed upon by the offeror and Austro and
advised to Austro shareholders by release on SENS and, if required, publication in the South
African press.
3. No dematerialisation or rematerialisation of Austro shares will take place between Friday,
13 December 2013 and Friday, 20 December 2013, both days inclusive.
4. All times indicated above are South African times.
5. Offerees should note that acceptance of the offer will be irrevocable.
6. Certificated shareholders who accept the offer will have the offer consideration posted to them
or transferred to them by way of EFT (depending on the election in the form of acceptance) by
no later than the payment date, being within 6 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 offer.
7. Dematerialised shareholders who accept the offer will have their accounts at their CSDP or
broker updated by no later than the payment date, being within 6 business days of the date on
which the CSDP or brokers of such Austro shareholders notify the transfer secretaries of their
acceptance of the offer with final payment being made on the first business day after the closing
of the offer.
5 November 2013
Corporate advisor, legal advisor and sponsor
Java Capital
Independent expert
BDO Corporate Finance
Date: 05/11/2013 03:00:00 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.
Sharenet Sites 
