Disposal of the Business of East Rand Plastics ASTRAPAK LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1995/009169/06) Share Code: APK ISIN: ZAE000096962 Share Code: APKP ISIN: ZAE000087201 ("Astrapak") DISPOSAL OF THE BUSINESS OF EAST RAND PLASTICS 1. Introduction & Rationale Astrapak has today entered into agreements ("Transaction Agreements") to dispose of East Rand Plastics (a division of Astrapak Manufacturing Proprietary Limited) ("East Rand Plastics") and the property occupied by East Rand Plastics ("the Property") to Transpaco Limited ("Transpaco") ("the Transaction"). The decision to dispose of East Rand Plastics accords with Astrapak's strategic objective to focus on operations of scale within the food, beverage, personal care, pharmaceutical and petrochemical markets. 2. Overview of East Rand Plastics East Rand Plastics operates as a manufacturer of polyethylene flexible packaging materials predominantly active in the production of refuse bags. The business also has the ability to produce multi-layered industrial film and tubing. The majority of its products are marketed through all major national retail stores in South Africa under its own brand Garbie and individual retailer house brands. East Rand Plastics was devastated by a fire in January 2013 and the business was downsized significantly post the rationalization of Astrapak's Flexible Division in 2014. The insurance proceeds from this event were retained and applied mainly to reduce the net gearing position of Astrapak. 3. Nature of the Transaction In terms of the Transaction Agreements, Astrapak will dispose of all the fixed assets, including the associated long-term liabilities, inventory and goodwill, of East Rand Plastics ("the Business"), as well as the Property in Vulcania Springs, from which the business of East Rand Plastics currently operates. 4. Disposal consideration The disposal consideration in respect of the Transaction is based on an estimated value of R77.5m as at the closing date for the Business and R14.0m for the Property, representing an aggregate cash consideration for the Business and the Property of R91.5m. This represents a premium of R33.2m to the book value of the total net assets being disposed of in terms of the Transaction. Transpaco will further assume an estimated R13.2m in long term liabilities associated with the fixed assets being disposed of in terms of the Transaction. Transpaco will be financing the Transaction through a combination of existing facilities and cash resources and the proceeds will be utilised by Astrapak to reduce its current level of gearing. 5. The value of the net assets and the profits attributable to the net assets As at the financial year ended 28 February 2015, the value of the total net assets, including the Property, that are the subject of the Transaction was R54.3m. The Business generated turnover of R188.5m and had an attributable profit of R9.4m for the financial year ended 28 February 2015. 6. Conditions precedent The Transaction is subject to the following conditions precedent: - approval of the Transaction by the financiers of Astrapak; - consents of counterparties to material contracts: and - approval of the Transaction by the Competition Commission Authority. 7. Effective date The effective date of the Transaction will be the first day of the month following the fulfilment of all the conditions precedent, which is expected to be on or about 30 June 2015. 8. JSE categorisation The Transaction is a category 2 transaction in terms of paragraph 9.5(a) of the JSE Limited Listings Requirements and accordingly no shareholder approval is required. 9. Cautionary announcement Shareholders are referred to the renewal of cautionary announcement released on the Stock Exchange News Service on 25 March 2015. Given the various negotiations referred to therein, Astrapak shareholders are advised to continue exercising caution when trading in their Astrapak shares. Johannesburg 31 March 2015 Merchant bank and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 31/03/2015 11:32:00 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.