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Binding Offer to Acquire Shares in Ceramic, Rights Offer Declaration and Withdrawal of Cautionary Announcement
Italtile Limited
Incorporated in the Republic of South Africa
(Registration number 1955/000558/06)
Share code: ITE ISIN: ZAE000099123
(“Italtile” or “the Company” or “the Group”)
BINDING OFFER TO ACQUIRE SHARES IN CERAMIC, RIGHTS OFFER DECLARATION AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Italtile shareholders are referred to the “Offer to Acquire Shares in Ceramic, Details of the Italtile Rights
Offer and Renewal of Cautionary” announcement released on SENS on 26 April 2016 (and using the
terms defined therein unless otherwise stated) wherein shareholders were advised that Italtile had
submitted a non-binding expression of interest to Ceramic to acquire the Target Shares and that Italtile
intended to undertake a Rights Offer in order to ensure equitable treatment of all shareholders and afford
minority shareholders the opportunity to avoid dilution of their shareholding as a result of the Acquisition.
The Italtile Board is pleased to announce that Italtile, through its wholly-owned subsidiary, Italtile
Ceramics, has submitted a binding offer letter (“Offer”) to Ceramic and has entered into a written
implementation agreement with Ceramic on 16 July 2016 (“Implementation Agreement”) in respect of
the acquisition of the entire issued share capital of Ceramic, other than for those issued shares in
Ceramic (“Ceramic Shares”) held by:
- Italtile Ceramics;
- National Ceramic Industries South Africa Proprietary Limited (“NCISA”); and
- any dissenting Ceramic shareholders who validly exercise their rights of appraisal and who have not
withdrawn their demand made in terms of sections 164(5) to 164(8) of the Companies Act, or
allowed any offers made to them in terms of section 164(11) of the Companies Act to lapse
(“Dissenting Shareholders”),
(“Acquisition Shares”)
provided that the maximum number of Ceramic Shares to be acquired by Italtile Ceramics shall not
exceed 14 941 977 (“Acquisition”).
The final terms of the Acquisition and declaration announcement in respect of the Rights Offer are set
out hereafter.
2. THE ACQUISITION
2.1 Acquisition Consideration
Following receipt by Ceramic of the Offer, a portion of the Ceramic Shares held by “the
Empowerment Shareholders”, being Aka Ceramic Holdings Proprietary Limited (“Aka”),
Peotona Ceramics Proprietary Limited (“Peotona”) and the Trustees of the Ceramic Foundation
Trust (“the Foundation Trust”), may need to be repurchased and cancelled by Ceramic in
accordance with the terms and subject to the conditions set out in the relevant subscription
agreements (“Settlement Shares”).
The number of Settlement Shares cannot as of the date of this announcement be calculated and
on the assumption that no Ceramic Shares are repurchased and cancelled by Ceramic, the
maximum number of Ceramic Shares to be acquired by Italtile Ceramics, being 14 941 977 shares
at a price of R241.46 per Ceramic Share, equates to a maximum aggregate consideration payable
to “Scheme Participants”, being all of the holders of Ceramic Shares who are recorded in the
securities register of Ceramic on the record date of the Ceramic Scheme, other than for Italtile
Ceramics, NCISA and Dissenting Shareholders, of R3.61 billion (“Acquisition Consideration”).
The Acquisition Consideration is to be settled as follows:
2.1.1 50% of the Acquisition Consideration by the issue to Scheme Participants, on the “Scheme
Implementation Date”, being the first business day of the month following the month in
which the fulfilment or waiver of the last of the conditions precedent referred to in paragraph
2.3 below (“Conditions Precedent”) takes place, of such number of Italtile ordinary shares
(credited as fully paid, at an issue price of R11.57 per share, being the volume weighted
average price of Italtile shares traded on the JSE for the month of February 2016, the month
in which negotiations commenced) which, in the aggregate, are equal in value to 50% of the
Acquisition Consideration payable to Scheme Participants; and
2.1.2 The balance of the Acquisition Consideration in cash as follows:
2.1.2.1 the cash portion, which is payable to Rallen as a Scheme Participant (“the Rallen
Cash Consideration”) shall be paid in five equal instalments, together with interest
accrued thereon, the first of which instalments shall be made on the 28th day of the
month succeeding the month in which the last of the Conditions Precedent has been
fulfilled or waived, as the case may be (“the First Payment Date”), and the
remaining four instalments shall be paid on the 28th day of each successive four
month period. Interest shall accrue on the Rallen Cash Consideration outstanding
from time to time at a fixed annual rate of 8.25%, nominal annual compounded
annually, payable from the date that the last of the Conditions Precedent was fulfilled
or waived, as the case may be; and
2.1.2.2 the cash portion, which is payable to Scheme Participants, other than Rallen, shall
be paid in full, together with interest accrued thereon mutatis mutandis on the basis
set out in paragraph 2.1.2.1 above, on the First Payment Date.
The first instalment of the Rallen Cash Consideration will be settled from available cash
resources with the remaining four instalments of the Rallen Cash Consideration being settled
from the cash generated from the operations of the Italtile Group going forward.
2.2 Implementation of the Acquisition
The Acquisition is to be implemented by way of a scheme of arrangement in terms of section 114,
as read with section 115 of the Companies Act.
The Ceramic Scheme will be proposed by the Ceramic Board and shall be between Ceramic and
all holders of Ceramic Shares, other than those holders of Ceramic Shares which are precluded in
terms of the provisions of the Companies Act from voting in respect of the Ceramic Scheme.
2.3 Conditions Precedent and effective date
The Acquisition is subject to the fulfilment or waiver, as the case may be, of inter alia the following
Conditions Precedent:
2.3.1 by no later than 22 September 2016 or such later date as may be agreed in writing between
Italtile, Italtile Ceramics and Ceramic on or before such date:
2.3.1.1 the Ceramic shareholders passing a special resolution approving the Ceramic
Scheme at the meeting of Ceramic shareholders convened in connection with the
Ceramic Scheme (“Ceramic Scheme Meeting”) in terms of section 115(2)(a) of the
Companies Act (“Scheme Special Resolution”) and (i) to the extent required in
terms of section 115(3) of the Companies Act, the implementation of such Scheme
Special Resolution having been approved by the court and (ii) if applicable, Ceramic
not electing to treat the Scheme Special Resolution as a nullity in terms of section
115(5)(b) of the Companies Act;
2.3.1.2 if the Scheme Special Resolution has been passed at the Ceramic Scheme Meeting
by the requisite majority of Ceramic shareholders entitled to vote on the Ceramic
Scheme and any person who voted against the Scheme Special Resolution applies
to court after the vote for a review of the Ceramic Scheme in accordance with the
requirements of section 115(3)(b) of the Companies Act, (i) no leave having been
granted by the court to such person to apply to court for a review of the Ceramic
Scheme in accordance with the requirements of section 115(7) of the Companies
Act or (ii) if leave is granted by the court to apply to court for a review of the Ceramic
Scheme in accordance with the requirements of section 115(6) of the Companies
Act, the court not setting aside the Scheme Special Resolution in terms of section
115(7) of the Companies Act;
2.3.2 not more than 5% of Ceramic Shares held by Scheme Participants voting at the Ceramic
Scheme Meeting, exercising their rights of appraisal in terms of and within the time period
prescribed in section 164 of the Companies Act;
2.3.3 by no later than 22 September 2016 or such later date as may be agreed in writing between
Italtile, Italtile Ceramics and Ceramic on or before such date:
2.3.3.1 an addendum to the respective subscription agreements pertaining to each of the
Empowerment Shareholders entitling Ceramic to exercise its rights to repurchase
the respective Settlement Shares, having been executed in writing on terms
acceptable to Italtile;
2.3.3.2 all of the Settlement Shares held by the Empowerment Shareholders and all of the
Ceramic Shares held by the Trustees of the Ceramic Industries BEE Staff
Empowerment Trust (“the BEE Staff Empowerment Trust”) having been
repurchased by Ceramic in accordance with the terms of the relevant subscription
agreements;
2.3.3.3 Ceramic having delivered a written waiver and undertaking to Italtile pursuant to
which Ceramic waives any pre-emptive or other analogous rights which it may have
in respect of any residual shares which will not be repurchased by Ceramic from the
respective Empowerment Shareholders pursuant to the terms set out in the
addendum agreements referred to in paragraph 2.3.4.1 above, arising out of or in
connection with the subscription agreements pertaining to the Empowerment
Shareholders, as applicable;
2.3.3.4 the Italtile Board and the board of directors of Italtile Ceramics having passed all
such resolutions required in order to give effect to the implementation of the
Acquisition;
2.3.3.5 the Fairness Opinion having been completed and the Italtile Board confirming in the
circular to be sent to Italtile shareholders in relation to the Acquisition (“Acquisition
Circular”) that the Acquisition is fair insofar as Italtile shareholders are concerned;
2.3.3.6 the Italtile shareholders having passed in general meeting all such resolutions as are
required to approve the implementation of the Acquisition, including the issue of
ordinary shares in Italtile in terms of sections 41(1) and 44(3)(a)(ii) of the Companies
Act; and
2.3.3.7 the requisite approvals having been obtained from the relevant regulatory bodies,
including:
2.3.3.7.1 unconditional approval by the relevant competition authorities, or
conditional approval on terms and conditions which Italtile confirms in
writing to be acceptable to it;
2.3.3.7.2 approval by the JSE of the Acquisition Circular and the listing of the
Italtile shares to be issued in respect of the Acquisition; and
2.3.3.7.3 to the extent necessary, approval by the South African Reserve Bank.
The effective date of the Acquisition shall be the Scheme Implementation Date.
2.4 Termination
2.4.1 Termination by Ceramic
2.4.1.1 Ceramic may, in its absolute discretion, terminate the Implementation Agreement
forthwith if, without breaching the Implementation Agreement, it has received a bona
fide proposal or offer regarding any merger, amalgamation, share exchange,
business combination, take-over bid, scheme of arrangement, sale or other
disposition of all or substantially all of the assets of Ceramic, acquisition of a
beneficial interest in the voting securities of Ceramic, recapitalisation, reorganisation,
liquidation or any similar transaction, or series of transactions, which, if completed,
would mean a person (other than Italtile Ceramics), would directly or indirectly:
- acquire or agree to acquire all or a substantial part of the assets or business of
Ceramic and/or its subsidiaries; or
- acquire or agree to acquire 10% or more of the Ceramic Shares not held by it at
the date of signature of the Implementation Agreement;
excluding any repurchase by Ceramic of the Settlement Shares and the Ceramic
Shares held by BEE Staff Empowerment Trust in accordance with the terms and
subject to the conditions, if any, set out in the respective subscription agreements
(“Alternative Proposal”),
before voting on the Scheme Special Resolution has taken place, which the Ceramic
Board determines to be a “Superior Proposal”, being an Alternative Proposal
received by Ceramic which the Ceramic Board determines in good faith and in order
to satisfy what the Ceramic Board reasonably considers to be its fiduciary or
statutory duties (and having taken written advice from its external advisers):
- is reasonably capable of being valued and implemented, taking into account all
aspects of the Alternative Proposal, including its conditions precedent; and
- would, if completed substantially in accordance with its terms, be more
favourable to Ceramic Shareholders than the Acquisition, taking into account all
the terms and conditions of the Alternative Proposal,
and, after following the process set out in Implementation Agreement, such
Alternative Proposal has not been matched by Italtile Ceramics; and/or
2.4.1.2 Upon service of a written notice by Ceramic to Italtile or Italtile Ceramics, as the case
may be, in the event of a breach by Italtile or Italtile Ceramics of any of its
obligations, representations or warranties set out in the Implementation Agreement,
which is material in the context of the Acquisition and, if capable of remedy, Italtile or
Italtile Ceramics, as the case may be, has failed to remedy such breach within 7
days of receipt of such written notice.
2.4.2 Termination by Italtile or Italtile Ceramics
2.4.2.1 Italtile or Italtile Ceramics may, in its absolute discretion, terminate the
Implementation Agreement forthwith without any claim for damages or any other
claim of whatsoever nature if any company in the Ceramic Group is provisionally or
finally liquidated or becomes subject to a business rescue process (or any
application is launched in that regard), subject to the terms of the Implementation
Agreement; and/or
2.4.2.2 Upon service of a written notice by Italtile or Italtile Ceramics, as the case may be, to
Ceramic in the event of a breach by Ceramic of any of its obligations,
representations or warranties set out in the Implementation Agreement, which is
material in the context of the Acquisition and, if capable of remedy, Ceramic has
failed to remedy such breach within 7 days of receipt of such written notice.
2.4.3 Termination by Italtile, Italtile Ceramics or Ceramic
2.4.3.1 Subject to the provisions of the Companies Act, the Implementation Agreement may
be terminated by Italtile, Italtile Ceramics or Ceramic (“Parties”) by delivery of a
written notice of termination to the other Parties if:
- any Condition Precedent becomes incapable of fulfilment so as to cause the
Ceramic Scheme not to proceed; and/or
- an Alternative Proposal which constitutes a Superior Proposal is accepted by
Ceramic and (i) an Alternative Proposal agreement is entered into and (ii) Italtile
does not exercise its right to match such Superior Proposal in terms of the
Implementation Agreement.
2.5 Unaudited Pro forma financial effects
The unaudited pro forma financial effects have been prepared to illustrate the impact of the
Acquisition on the reported financial information of Italtile for the six months ended
31 December 2015, had the Acquisition occurred on 1 July 2015 for statement of comprehensive
income purposes and as at 31 December 2015 for statement of financial position purposes. The
unaudited pro forma financial effects have been prepared using accounting policies that comply
with International Financial Reporting Standards and that are consistent with those applied in the
annual financial statements of Italtile for the year ended 30 June 2015.
The unaudited pro forma financial effects, which are the responsibility of the Directors, are provided
for illustrative purposes only and, because of their pro forma nature may not fairly present Italtile’s
financial position, changes in equity, results of operations or cash flow.
Before the After the Percentage
Acquisition Acquisition change (%)
Basic earnings per share (cents) 44.3 44.2 0.0
Headline earnings per share (cents) 43.4 43.4 0.0
Net asset value per share (cents) 331.7 249.6 (24.8)
Tangible net asset value per share (cents) 331.0 248.4 (25.0)
Weighted average number of shares in issue for
statement of comprehensive income purposes (millions) 925 1 081 16.9
Weighted average number of shares in issue for
statement of financial position purposes (millions) 925 926 0.1
Notes:
1. The amounts in the “Before the Acquisition” column relate to the reviewed Group results of Italtile for the
six month period ended 31 December 2015 released on SENS on 11 February 2016.
2. The amounts in the “After the Acquisition” column reflect the unaudited pro forma financial effects of the
Acquisition on Italtile as if it had occurred on 1 July 2015 for statement of comprehensive income
purposes and on 31 December 2015 for statement of financial position purposes, and are based on the
following assumptions:
2.1 14 941 977 Ceramic Shares being acquired as detailed in paragraph 2.1 of the announcement
above for a total Acquisition Consideration of R3.61 billion;
2.2 Italtile will obtain a controlling interest in Ezee Tile Adhesive Manufacturing Proprietary Limited
(“Ezee Tile”) as a result of the Acquisition. Prior to the Acquisition, Italtile Ceramics and Ceramic
each hold a 35.6% interest in Ezee Tile. Post the Acquisition, Italtile will hold an effective interest
of 68.5% in Ezee Tile;
2.3 Italtile adopting a pooling of interest accounting policy to account for the Acquisition which is a
common control transaction and thus scoped out of IFRS 3, Business Combinations (“IFRS 3”).
Under the pooling of interest method, the carrying amounts of the assets and liabilities of Ceramic
and Ezee Tile will be included in the statement of financial position of Italtile, with any difference
between the Acquisition Consideration and the net assets of Ceramic and Ezee Tile being
included directly in equity as a Common Control Reserve (no goodwill is recognised);
2.4 Intercompany transactions and balances between Italtile, Ceramic and Ezee Tile being eliminated
for consolidation purposes. These include sales, unrealised profits on inventory, rebate and other
charges, and receivable and payable balances;
2.5 Acquisition transaction costs of R10 million being incurred;
2.6 A fair valuation adjustment of R36 million to the Acquisition Consideration value being recorded to
account for the difference in the Italtile share price at 31 December 2015 (R11.80) and the
Acquisition Consideration issue price of R11.57 in terms of IFRS 3;
2.7 A fair valuation adjustment of R20 million to the cash portion of the Acquisition Consideration
payable in instalments being recorded to account for the difference between a market related
fixed rate of interest of 10% and the fixed 8.25% used for the Acquisition in terms of IAS 39,
Financial Instruments: Recognition and Measurement;
2.8 The fair value adjustments per 2.6 and 2.7 above being recorded in the Common Control
Reserve, and not income;
2.9 Finance costs of R51 million on the cash portion of the Acquisition Consideration payable in
instalments being incurred; and
2.10 a tax rate of 28% has been taken into account.
3. All financial effects are ongoing with the exception of transaction costs and fair value adjustments to the
Acquisition Consideration value which are once-off.
4. The most recent reviewed financial results of Ceramic for the six month period ended 31 December 2015
have been used. The Company is satisfied that these are reliable and consistent with the IFRS
accounting policies of Italtile. Italtile will adopt the accounting policies applied by Ceramic related to
manufacturing (for example, manufacturing plant depreciation).
5. The effects on basic earnings per share and headline earnings per share are calculated based on the
assumption that the Acquisition was effected on 1 July 2015, and the related weighted average number of
shares used in the per share calculation is based on the assumption that the shares issued as part of the
Acquisition Consideration have been issued on this date.
6. The effects on net asset value per share and tangible net asset value per share are calculated based on
the assumption that the Acquisition was effected as at 31 December 2015, and the related weighted
average number of shares used in the per share calculation is based on the assumption that the shares
issued as part of the Acquisition Consideration have been issued on this date.
2.6 Related party implications
A portion of the Acquisition Shares will be acquired from Rallen. As Rallen is a material
shareholder of Italtile, it is therefore considered to be a related party in terms of the JSE Listings
Requirements. Accordingly, in terms of paragraph 10.4(f) of the JSE Listings Requirements, as the
Acquisition is from a related party, the Company is required to obtain a fairness opinion on the
Acquisition from an independent expert and the Italtile Board are required to include a statement in
the Acquisition Circular to be issued to shareholders confirming whether the Acquisition is fair to
shareholders.
Furthermore, Rallen and its associates are precluded from voting on the Acquisition at the general
meeting. However, as shareholders in Italtile, they may be taken into account in determining a
quorum for the purposes of the general meeting.
2.7 Classification of the Acquisition and Acquisition Circular
The Acquisition, which is classified as a related party Category 1 transaction in terms of the JSE
Listings Requirements, requires shareholder approval. Accordingly, an Acquisition Circular
containing full details of the proposed Acquisition, the Fairness Opinion and, a notice to convene a
general meeting of Italtile shareholders in order to consider and if deemed fit, to pass with or
without modification, the resolutions necessary to approve and implement the Acquisition, will be
sent to Italtile shareholders on or about 23 August 2016.
3 RIGHTS OFFER
3.1 Salient terms of the Rights Offer
In terms of the Rights Offer, Italtile will offer a total of approximately 227.3 million Rights Offer
Shares at a subscription price of R11.57 per Rights Offer Share in the ratio of 22 Rights Offer
Shares for every 100 shares held in Italtile on the close of business on the record date. Given the
rationale and motivation for the Rights Offer, Rallen, the current majority shareholder of Ceramic
and majority shareholder of Italtile, has undertaken not to follow or dispose of its rights in terms of
the Rights Offer. Therefore, the maximum number of Rights Offer shares that can be taken up in
terms of the Rights Offer is approximately 104.5 million. Shareholders will not have the right to
apply for Rights Offer Shares in excess of their entitlements. Fractions will be treated in terms of
the standard rounding convention.
The purpose of the Rights Offer is to afford minority shareholders the opportunity to limit the
dilution of their shareholding as a result of the Acquisition. The maximum capital raised from the
Rights Offer, being approximately R1.2 billion, will be used to satisfy future working capital
requirements and fund further capital expenditure in terms of the Group’s future strategy.
Upon their issue, the Rights Offer Shares will rank pari passu in all respects with the existing Italtile
shares.
3.2 Salient dates and times of the Rights Offer
2016
Rights Offer declaration data announcement released on SENS Wednesday, 20 July
Rights Offer Finalisation Announcement released on SENS Thursday, 15 September
Last day to trade in Italtile shares in order to settle trades by the
Record Date for the Rights Offer and to qualify to participate in the
Right Offer (cum entitlement) on Tuesday, 20 September
Rights Offer circular and Form of Instruction made available on the
Italtile website uesday, 20 September
Listing of and trading in the Letters of Allocation on the JSE
commences at 09:00 on (see note 2) Wednesday, 21 September
Italtile shares commence trading ex-rights on the JSE at 09:00 on Wednesday, 21 September
Rights Offer circular and Form of Instruction posted to Certificated
Shareholders Thursday, 22 September
Record date for the Rights Offer for purposes of determining the
Italtile Shareholders entitled to participate in the Rights Offer at the
close of business on Friday, 23 September
Rights Offer opens at 09:00 on Monday, 26 September
Holders of Dematerialised Italtile shares will have their accounts at
their CSDP or broker automatically credited with their Letters of
Allocation on Monday, 26 September
Holders of Certificated Italtile shares will have their Letters of
Allocation credited to an electronic register at the Transfer
Secretaries on Monday, 26 September
Rights Offer circular and Form of Instruction distributed to
Dematerialised Shareholders, who have elected to receive such
documents Tuesday, 27 September
Last day to trade in Letters of Allocation in order to settle trades by
the Record Date for the Letters of Allocation and participate in the
Rights Offer at the close of business on Tuesday, 4 October
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of Certificated Italtile shares wishing to sell
all or part of their Rights Offer entitlement by 12:00 on Tuesday, 4 October
Listing and trading of Rights Offer shares commences on the JSE
at 09:00 on Wednesday, 5 October
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of Certificated Italtile shares wishing to
subscribe for or renounce all or part of their Rights Offer
Entitlement by 12:00 on (see note 3) Friday, 7 October
Record date for Letters of Allocation Friday, 7 October
Rights Offer closes at 12:00 and payment to be made on Friday, 7 October
CSDP/broker accounts credited with Rights Offer shares and
debited with the payments due in respect of holders of
Dematerialised Italtile shares on Monday, 10 October
Rights Offer share certificates in terms of the Rights Offer posted to
holders of Certificated Italtile shares via registered post on or about Monday, 10 October
Results of Rights Offer announced on SENS on Monday, 10 October
Notes:
1. The above dates and times, which times are local times in South Africa, are subject to amendment. Any such
amendment will be released on SENS.
2. Shareholders will be advised as to the JSE code and ISIN of the Letters of Allocation in due course.
3. Holders of Dematerialised Italtile shares are required to notify their CSDP or broker of the action they wish to
take in respect of the Rights Offer in the manner and by the time stipulated in the agreement governing the
relationship between the Dematerialised Shareholder and his CSDP or broker.
4. Italtile share certificates may not be dematerialised or rematerialised between Tuesday, 4 October 2016 and
Friday, 7 October 2016, both days inclusive.
5. CSDPs effect payment in respect of holders of Dematerialised Rights Offer shares on a delivery versus
payment basis.
6. To the extent that the rights are accepted, Dematerialised Shareholders will have their accounts at their CSDP
automatically credited with their rights and Certificated Shareholders will have their rights credited to an account
at Computershare Investor Services.
7. Rights Offer share certificates to be issued in terms of the Rights Offer will be posted to persons entitled thereto,
by registered post, at the risk of the Certificated Shareholders concerned.
3.3 Restrictions on the Rights Offer
Any shareholder resident outside the Common Monetary Area, being the Republics of South Africa
and Namibia and the Kingdoms of Lesotho and Swaziland, who receives the Rights Offer circular
and accompanying form of instruction, should obtain advice as to whether any governmental and/or
any other legal consent is required and/or any other formality must be observed to enable such a
subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an
offer and the Rights Offer circular and accompanying form of instruction should not be forwarded or
transmitted to any person in any territory other than where it is lawful to make such an offer.
The Rights Offer shares have not been and will not be registered under the United States
Securities Act of 1933 (“the Securities Act”). Accordingly, the Rights Offer shares may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to,
or for the account or benefit of, United States persons, except pursuant to exemptions from the
registration requirements of the Securities Act. The Rights Offer circular and the accompanying
documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from
the United States. The Rights Offer circular does not constitute an offer of any securities for sale in
the United States or to United States persons.
The Rights Offer contained in the Rights Offer circular does not constitute an offer in the District of
Columbia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in
any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an
offer (“Non-qualifying Shareholder”). Non-qualifying Shareholders should consult their
professional advisers to determine whether any governmental or other consents are required or
other formalities need to be observed to allow them to take up the Rights Offer, or trade their
entitlement. To the extent that Non-qualifying Shareholders are not entitled to participate in the
Rights Offer, such Non-qualifying Shareholders should not take up their Rights Offer entitlement or
trade in their Rights Offer entitlement and should allow their rights in terms of the Rights Offer to
lapse.
3.4 Further announcement and Rights Offer circular
The Rights Offer Finalisation Announcement is expected to be released on SENS on or about
Thursday, 15 September 2016.
The Rights Offer circular, and accompanying form of instruction for use by certificated
Shareholders only, containing full particulars of the Rights Offer will be made available on the
Italtile website from Tuesday, 20 September 2016 and distributed to shareholders on or about
Thursday, 22 September 2016.
The Rights Offer circular containing full particulars of the Rights Offer will be distributed to
dematerialised Shareholders who have elected to receive such documents on or about Tuesday,
27 September 2016.
4 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement released on SENS on 11 February 2016, the
subsequent renewals thereof, the last of which was dated 9 June 2016, and the “Offer to Acquire Shares
in Ceramic, Details of the Italtile Rights Offer and Renewal of Cautionary” announcement released on
SENS on 26 April 2016, and are hereby advised that further to the details and pro forma financial effects
contained in this announcement, caution is no longer required to be exercised by shareholders of Italtile
when dealing in the Company’s securities.
Johannesburg
20 July 2016
Sponsor and Corporate Advisor to Italtile Corporate and Legal Advisor to Rallen
Merchantec Capital Rabin and Associates Proprietary Limited
Legal Advisor to Italtile Corporate and Legal Advisor to Ceramic
Hogan Lovells (South Africa) Inc. Prinsloo, Tindle and Andropoulos Inc.
Date: 20/07/2016 07:05:00 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.
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