METAIR INVESTMENTS LIMITED - Launch of the MTO to the minority shareholders of Mutlu Aku

Launch of the MTO to the minority shareholders of Mutlu Aku

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


LAUNCH OF THE MTO TO THE MINORITY SHAREHOLDERS OF MUTLU AKU


Shareholders of Metair (“Shareholders”) are referred to the following announcements
released on the Stock Exchange News Service on:


    -   11 December 2013 pertaining to the acquisition by the Metair Group of the Mutlu
        Sale Shares in Mutlu Aku and the remaining shares in Mutlu Plastik, a category 1
        transaction in terms of the Listings Requirements of the JSE Limited; and


    -   19 December 2013 pertaining to Metair’s application (acting through its subsidiary
        Metair Aku Holding A.S ("Metair Aku")), in terms of Turkish regulations, to the
        Capital Markets Board of Turkey (“CMB”) in respect of a mandatory tender offer
        (“MTO”) to the minority shareholders of Mutlu Aku (“MTO Transaction”).


The CMB has approved the MTO Transaction subject to the following conditions:


   -    The MTO price will be expressed in the Turkish Lira in an amount equal to
        USD 4.1185 per share ("MTO Price"), which will be finally determined using the
        higher of the Forex Buying rate quoted by the Central Bank of Turkey as at
        11 December 2013 and the Forex Buying rate quoted by the Central Bank of Turkey
        announced on the business day immediately before the commencement date of the
        MTO Transaction.


   -    If the launch of the MTO is delayed beyond 13 February 2014 (being 45 business
        days from the date of transfer of the Mutlu Sale Shares and the remaining shares in
        Mutlu Plastik to Metair Aku which occurred on 11 December 2013), the MTO price
        will be adjusted to include interest which will be calculated as 30% higher than the
        weekly LIBOR rate as announced by The Banks Association of Turkey, for every day
        that the launch of the MTO is delayed.

If all the shares offered under the MTO is accepted, then the total consideration payable by
Metair Aku will amount to USD 58 million.
Shareholders will be advised from time to time of developments pertaining to the MTO.


Johannesburg
10 February 2014


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.

Date: 10/02/2014 04:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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