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ALERT STEEL HOLDINGS LIMITED - TRP Ruling Announcement

Release Date: 14/07/2014 09:30
Code(s): AET     PDF:  
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TRP Ruling Announcement

ALERT STEEL HOLDINGS LIMITED (IN BUSINESS RESCUE)
(Incorporated in the Republic of South Africa)
(Registration number 2003/005144/06)
JSE code: AET ISIN: ZAE000170395]
(“Holdings”)


Ruling by the Takeover Regulation Panel

Shareholders are informed that Holdings, Carlmac Steel Proprietary Limited and Wynand Schalekamp
(‘the Applicants’) lodged separate but similar complaints with the Takeover Regulation Panel (‘TRP’)
during May and June 2014, requesting a ruling on a mandatory offer to shareholders of Holdings as
required by Section 123 of the Companies Act 71 of 2008 (‘the Act’) and in particular in accordance
with regulation 85 of the Companies Regulations 2011.

The complaints arose as a result of an alleged change of control which had occurred in Cannistraro
Investments 282 Proprietary Limited (‘Cannistraro’) a pyramid company of Holdings, as result of the
subscription of shares by South African Investment Partnership, Duo Investment Partnership, Capital
Works Private Equity Partnership, Duro Coinvestment Partnership, and Metropolitan Duro Investment
Partnership (‘the Funds’) in Cannistraro. Capital Works Private Equity Fund Proprietary Limited
(‘Capitalworks’) manage the Funds and represents the five funds in this matter.

On 26 June 2014 the TRP found that, on the facts, the takeover was aborted and ruled that:

-   there is no requirement in the Act or in the regulations that Cannistraro as a pyramid of Holdings
    must be a regulated company for regulation 85 to apply, and
-   no change of control occurred in Cannistraro, and therefore no mandatory offer should be extended
    to the shareholders of Holdings.

One of the applicants has informed the TRP that it wishes to lodge an appeal against the ruling. The
TRP has consequently constituted the Takeover Special Committee to hear the appeal. Shareholders
will be advised as soon as a date for the hearing has been determined.

14 July 2014
Pretoria


Designated Adviser
Exchange Sponsors

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