METAIR INVESTMENTS LIMITED - Application to the capital markets board of Turkey for a MTO

Application to the capital markets board of Turkey for a MTO

Metair Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1948/031013/06
Share code: MTA
ISIN: ZAE000090692
(“Metair”)


APPLICATION TO THE CAPITAL MARKETS BOARD OF TURKEY FOR A MTO


Shareholders of Metair (“Shareholders”) are referred to the announcements released on the
Stock Exchange News Service on 10 October 2013, 29 October 2013, 4 November 2013, 21
November 2013, 3 December 2013, 5 December 2013 and 11 December 2013 pertaining to,
inter alia, the acquisition by the Metair Group of the Mutlu Sale Shares and the remaining
shares in Mutlu Plastik and Mutlu Aku, a category 1 transaction in terms of the Listings
Requirements of the JSE Limited.


Shareholders are hereby notified that closing of the transaction involving the Mutlu Sale
Shares which occurred on 11 December 2013 has triggered an obligation to make a
mandatory tender offer (“MTO”) to the remaining minority shareholders in Mutlu Aku, as per
the regulations of the Capital Markets Board of Turkey (“CMB”). As of 19 December 2013,
Metair has applied to the CMB to make a MTO to the minority shareholders of Mutlu Aku.


Under CMB regulation, if a change of management control in a public company is triggered
through the indirect acquisition of shares, one of the factors used to determine the tender
offer price is a valuation report to be prepared by an institution complying with the CMB’s
guidelines. Is Yatirim Menkul Degerler AS (“Is Yatirim”) has been appointed for this purpose
and the valuation report prepared by Is Yatirim for 100% of Mutlu Aku corresponds to an
equity value of US$211 million (based on USD/TRY rate of 2.0423 as of 18 December
2013). The price implied by Is Yatirim’s report does not reflect the MTO offer price. However,
this price is one of the factors that will be used by the CMB in determining the MTO offer
price.


Shareholders will be advised of any updates pertaining to the MTO in due course.




Johannesburg
20 December 2013
Financial advisor to Metair: Absa Bank Limited (acting through its Corporate and Investment
Banking Division) and Barclays Bank PLC (acting through its investment bank)

Sole bookrunner, sole debt advisor and transaction sponsor to Metair: Absa Bank Limited
(acting through its Corporate and Investment Banking Division)
Independent Sponsor to Metair: One Capital

South African corporate law advisors to Metair: Taback and Associates (Pty) Ltd
Independent reporting accountants: PricewaterhouseCoopers Inc.
Turkish legal advisors to Metair: Taboglu & Demirhan Attorneys at Law

Legal advisors to Absa Bank Limited and Barclays Bank PLC: Bowman Gilfillan Inc.

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