PPC LIMITED - Disposal by PPC Limited of its 51% Interest in CIMERWA - Rwanda

Disposal by PPC Limited of its 51% Interest in CIMERWA - Rwanda

PPC Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
JSE ISIN: ZAE000170049
JSE code: PPC ZSE code: PPC
("PPC" or "the Company")


DISPOSAL by PPC OF ITS 51% INTEREST IN CIMERWA (RWANDA)

1. INTRODUCTION

PPC shareholders are advised that the Company's wholly-owned subsidiary, PPC International Holdings
Proprietary Limited ("PPCIH"), concluded an agreement (the "Disposal Agreement") on 17 November
2023 ("Signature Date") to dispose of its entire shareholding (the "Disposal Shares") in CIMERWA PLC
("CIMERWA") to National Cement Holding Limited (the "Purchaser"), for a cash consideration of US$42.5
million (the "Disposal Consideration" and the "Disposal").

CIMERWA is a Rwandan-based integrated cement manufacturer in which PPC has held a 51% interest
since 2013. The remaining 49% is held by minority shareholders, and this 49% is listed on the Rwanda
Stock Exchange.

The Purchaser is a privately-owned company and is part of the Devki group that is one of the largest
manufacturers of clinker and cement in East Africa, with operations in Kenya and Uganda.

2. EFFECTIVE DATE

The effective date of the Disposal will be the seventh business day after the day on which the last of the
conditions precedent (as detailed in paragraph 4 below), are fulfilled or waived (the "Effective Date"). On
the Effective Date, all legal risk in and all benefit attaching to the Disposal Shares will pass to the Purchaser
against payment of the Disposal Consideration.

3. RATIONALE FOR THE DISPOSAL AND USE OF PROCEEDS

The Disposal is pursuant to the Company's revised strategy to focus on its core Southern African markets
and results in PPC exiting the last of its Central and East African assets.

PPC believes that the Disposal enables the entry of a new long-term strategic investor in CIMERWA that
has the required financial and technical resources to continue to support and execute CIMERWA's
strategy, which is in line with the Purchaser's strategy to be an expanding regional cement producer.
The use of the Disposal Consideration will be considered by PPC in terms of its capital allocation model
and its optimal gearing levels.

4. CONDITIONS PRECEDENT

The implementation of the Disposal will be subject to the fulfilment and / or waiver of, inter alia, the
following conditions precedent, by no later than 29 February 2024:

4.1    notification by the parties of the Disposal to the Common Market for Eastern and Southern Africa;
4.2    CIMERWA has received tax clearance from the Rwanda Revenue Authority;
4.3    approval of the change of control arising out of the Disposal has been obtained from CIMERWA's
       bankers; and
4.4    a non-objection confirmation has been received from the Rwanda Stock Exchange to conduct the
       Disposal as an off-market sale/transfer.

5. WARRANTIES AND OTHER MATERIAL TERMS

PPCIH has provided the Purchaser with such warranties as are considered standard for a transaction of
this nature.

National Cement Company Limited, a significant operating company within the Devki group, has furnished
PPC with a corporate guarantee in respect of payment of the Purchase Consideration.

6. FINANCIAL INFORMATION

The financial information set out below has not been reviewed or reported on by a reporting accountant
in terms of Section 8 of the JSE Listings Requirements and is the responsibility of PPC's directors.

CIMERWA had a net asset value of R1.2 billion as at 31 March 2023, being the date of the Company's last
financial year-end, and recorded a net profit after tax of R237 million for the year ended 31 March 2023.

At 31 March 2023, PPC had recorded the Disposal Shares at a total book value of US$38.5 million (R275.2
million).

The above financial information has been extracted from PPC's audited and consolidated annual financial
statements for the year ended 31 March 2023, which were prepared in accordance with International
Financial Reporting Standards.

7. CATEGORISATION

The Disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements and,
accordingly, does not require shareholder approval.


Dunkeld
17 November 2023

JSE Sponsor                                    

Questco Corporate Advisory Proprietary Limited 

Corporate Advisor

Standard Chartered Bank

Legal Advisor 

Cliffe Dekker Hofmeyr Inc.

Date: 17-11-2023 02:16:00
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