CONSOLIDATED INFRASTRUCTURE GROUP LIMITED - TRP ruling on the waiver of the requirement to make a mandatory offer

TRP ruling on the waiver of the requirement to make a mandatory offer

Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL
ISIN: ZAE000153888
("CIG" or “the Company”)

TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER
                                   
Unless otherwise defined, all capitalised terms have the same meaning as defined in the below mentioned announcements.


 CIG Shareholders are referred to the announcements released on the SENS of the JSE on:

    -    Friday, 18 May 2018, stating that it had entered into the Definitive Agreements, entered into to give effect to
         the Proposed Transaction with FSA in order to achieve CIG’s strategic objectives and strengthen its long-
         term capital structure;
    -    Monday, 30 July 2018 which advised CIG Shareholders that the EGM Circular detailing the Proposed
         Transaction, incorporating the notice of General Meeting and Form of Proxy was posted to CIG
         Shareholders; and
    -    Wednesday, 29 August 2018 announcing the results of the General Meeting held to approve the Transaction
         Resolutions pertaining to the Proposed Transaction (the “Results of General Meeting Announcement”).

The Results of the General Meeting Announcement stated, inter alia, that the Mandatory Offer Waiver Resolutions
was approved by the requisite majority of independent CIG Shareholders in terms of Regulation 86(4) of the
Company Regulations.

On Thursday, 30 August 2018, an application was made to the TRP for an exemption from the obligation of FSA
to make a Mandatory Offer to the remaining CIG Shareholders and for the TRP Waiver Ruling.

CIG Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for granting the TRP
Waiver Ruling are available from the TRP on request by any CIG Shareholder. Any such request must be made
in writing and addressed to "The Executive Director, Takeover Regulation Panel" at any of the addresses indicated
below.

CIG Shareholders are also advised that they may request the Takeover Special Committee to review the TRP
Waiver Ruling within five business days of the publication of this announcement (i.e. by no later than Thursday,
6 September 2018). Any such request must be made in writing and addressed to "The Executive Director, Takeover
Regulation Panel" at any of the addresses indicated below:


 If delivered by hand or courier:            If E-mailed:                             If Faxed:
 The Executive Director Takeover             admin@trpanel.co.za                      The Executive Director Takeover
 Regulation Panel                                                                     Regulation Panel
 1st Floor, Block 2, Freestone Park                                                   + 27 (0) 11 784 0062
 135 Patricia Road
 Atholl Johannesburg
 2196                                                                       


The TRP waiver proceedings will be regarded as completed in respect of the TRP Waiver Exemptions and the
relevant TRP Waiver Exemptions confirmed (i) after the expiry of the five Business Day notice period, if no CIG
Shareholders requests the Takeover Special Committee to review the applicable TRP Waiver Exemptions or (ii) on
the date that the Takeover Special Committee confirms the applicable TRP Waiver Exemptions, if any CIG
Shareholders request the Takeover Special Committee to review the TRP Waiver Exemptions.

Assuming that the TRP Waiver proceedings will be regarded as complete after the expiry of the aforesaid
five business day period, it is expected that the CIG Shares can be potentially listed in due course.

Johannesburg
30 August 2018

Financial adviser and transaction sponsor to CIG
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser to CIG
ENS Africa

Date: 30/08/2018 05:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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