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ITALTILE LIMITED - Update on Acquisition of Ceramic Industries Proprietary Limited

Release Date: 17/03/2017 14:00
Code(s): ITE     PDF:  
Wrap Text
Update on Acquisition of Ceramic Industries Proprietary Limited

Italtile Limited
Incorporated in the Republic of South Africa
(Registration number 1955/000558/06)
Share code: ITE ISIN: ZAE000099123
(“Italtile” or “the Group”)


UPDATE ON ACQUISITION OF CERAMIC INDUSTRIES PROPRIETARY LIMITED (“CERAMIC”)


Further to the SENS announcements published on 26 April 2016, 9 June 2016 and 20 July 2016, Italtile
submitted a binding offer (“Binding Offer”) on 16 July 2016 to Ceramic, to acquire up to a further 73.5%
of the company’s issued share capital (“the Acquisition”). In terms of the Acquisition, the purchase
consideration equates to R3.61 billion which will be settled in cash (50%) and the balance by the issue
of Italtile shares at R11.57 per share.

The Acquisition remains subject to attainment of certain conditions precedent and approval from the
competition authorities. Shareholders are referred to the SENS announcements published on 20 and
28 July 2016, 11 August 2016, 14 and 21 September 2016, 10 February 2017, as well as the Acquisition
circular dated 23 August 2016, for further detail in this regard.

Following the Competition Commission’s (“the Commission’s”) prohibition of the Acquisition, the Group
filed a Request for Consideration with the Competition Tribunal (“the Tribunal”) and subsequently an in
limine hearing was held with the Tribunal on 25 and 26 October 2016 to consider certain circumscribed
aspects of the proposed merger.

On 10 February 2017 the Group advised in its Reviewed Condensed Results announcement for the six
months ended 31 December 2016 that a full hearing with the Tribunal was scheduled to take place
between 6 and 15 March 2017.

Shareholders are advised that subsequent to that announcement, following a request from the
Commission, proceedings scheduled for between 6 and 15 March 2017 have been delayed to enable
the Commission additional time to prepare for the hearing, including verifying key industry information
which the Commission indicated may be dispositive to its concerns regarding the proposed Acquisition.
Accordingly, it has been confirmed that the new Tribunal hearing dates are 10 to 14 July 2017 and 31
July 2017.

These dates are beyond the current agreed extension date of 30 June 2017 stipulated in the Binding
Offer and Implementation Agreement (terms defined therein shall, unless otherwise stated, bear the
same meaning in this announcement), whereby:

    -   The Binding Offer and the implementation of the Proposed Transaction are subject to the
        fulfilment or waiver of the Conditions set out in paragraph 9 of the Binding Offer on or before
        30 June 2017. Paragraph 12 of the Binding Offer provides that by no later than 30 June 2017
        Italtile and Ceramic ("the Parties") may from time to time, by written agreement between them,
        extend the date/s for the fulfilment of the Conditions to a later date/s.

    -   The implementation of the Scheme is subject to the fulfilment or waiver of the Conditions set
        out in clause 5.1 of the Implementation Agreement by no later than 30 June 2017. Clause 5.4
        of the Implementation Agreement provides that by no later than 30 June 2017, the Parties may
        from time to time, by written agreement between them, extend the date/s for the fulfilment of
        the Conditions to a later date/s.

In this regard Italtile has obtained approval from the Boards of Italtile and Ceramic to:

    -   further extend the date for fulfilment of the Conditions contained in paragraphs 9.4(a), 9.4(f),
        9.4(h) and 9.4(m) of the Binding Offer to 30 September 2017.

    -   further extend the date for fulfilment of the Conditions contained in clauses 5.1(c)(v), 5.1(c)(vii)
        and 5.1(c)(xii) of the Implementation Agreement to 30 September 2017.
Shareholders will be apprised of progress following the Tribunal hearings on 10 to 14 July 2017 and 31
July 2017.


Johannesburg

17 March 2017

Sponsor
Merchantec Capital


Legal Advisor to Italtile
Hogan Lovells (SA) Inc.

Corporate and Legal Advisor to Rallen
Rabin & Associates Proprietary Limited

Corporate and Legal Advisor to Ceramic
Prinsloo, Tindle and Andropoulos Inc.

Date: 17/03/2017 02:00:00 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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