PPC LIMITED - Non-Binding Expression of Interest Received from CRH Plc and Further Cautionary Announcement

Non-Binding Expression of Interest Received from CRH Plc and Further Cautionary Announcement

PPC Ltd
(Incorporated in South Africa)
(Company registration number: 1892/000667/06)
JSE and ZSE Code: PPC
ISIN: ZAE000170049
(“PPC” or the “Company”)

NON-BINDING EXPRESSION OF INTEREST RECEIVED FROM CRH PLC AND FURTHER
CAUTIONARY ANNOUNCEMENT

PPC shareholders are referred to the announcements published on SENS by PPC
on 14 September 2017, 3 October 2017, 6 October 2017 and 27 October 2017
regarding, amongst other things, the indicative proposals that PPC has
received from trade bidders in relation to a potential pan-African
combination with PPC, which proposals are in addition to the firm intention
letter received from Fairfax Africa Investments Proprietary Limited,
indicating a firm intention to make a partial offer to acquire ordinary
shares representing a value of R2 billion of the issued ordinary stated
capital of PPC, at an offer price of R5.75 per ordinary share (“Fairfax
Partial Offer”).

PPC shareholders were advised in the announcement published on SENS by PPC
on 27 October 2017 that PPC has received a non-binding expression of interest
from LafargeHolcim, which contemplates a combination of certain African
assets, a partial cash offer and a special dividend.

PPC shareholders are hereby further advised that PPC has received a non-
binding expression of interest from CRH plc (“CRH”), indicating that it is
considering submitting an all-cash proposal to acquire a controlling stake
in PPC. Headquartered in Dublin, CRH is a diversified international building
materials company listed on the London, Dublin and New York stock exchanges
and has a market capitalisation of EUR27 billion.

In an effort to align the CRH process with that of LafargeHolcim and Fairfax,
the independent board of PPC (“Independent Board”) intends to provide CRH an
initial period to conduct due diligence of PPC to allow CRH an opportunity
to, if it resolves to do so, submit an updated expression of interest during
the week commencing 20 November 2017, which will include a value per share
for PPC.

PPC shareholders should note that the process in respect of the Fairfax
Partial Offer, announced by PPC on SENS on 4 September 2017, is still
proceeding in accordance with the Independent Board process described in the
announcement published by PPC on SENS on 3 October 2017, concurrently with
the engagements with LafargeHolcim and CRH.    It should be noted that the
engagements with LafargeHolcim and CRH may or may not lead to the submission
of firm intention letters and that PPC shareholders are advised to continue
to exercise caution when dealing in securities of PPC until a further
announcement is made.

The Independent Board accepts responsibility for the information contained
in this announcement to the extent that it relates to PPC, accepts full
responsibility for the accuracy of such and certifies that, to the best of
its knowledge and belief, the information contained in this announcement is
true and nothing has been omitted which is likely to affect the importance
of the information.

Sandton
13 November 2017

Investor contacts:
PPC:
Anashrin Pillay
Tel: +27 (0) 11 386 9000
Anashrin.Pillay@ppc.co.za

Joint Financial Advisor and Sponsor to PPC
Merrill Lynch South Africa (Pty) Ltd

Joint Financial Advisor to PPC
Identity Advisory (Pty) Ltd

Independent Advisor to the Board of PPC
The Standard Bank of South Africa Limited

Legal Advisor to PPC
Bowmans

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