Announcement relating to the joint circular to Ceramic shareholders and notice of Ceramic general meeting

Transcription

1 ITALTILE LIMITED (Incorporated in the Republic of South Africa) (Registration number 1955/000558/06) ISIN: ZAE JSE Share Code: ITE ( Italtile ) CERAMIC INDUSTRIES LIMITED (Incorporated in the Republic of South Africa) ((Registration number 1982/008520/06) ISIN: ZAE JSE Share Code: CRM ( Ceramic ) Announcement relating to the joint circular to Ceramic shareholders and notice of Ceramic general meeting 1 Introduction and background Italtile and Ceramic shareholders ( Shareholders ) are referred to the joint announcement published on the Securities Exchange News Service ( SENS ) of the JSE Limited ( JSE ) on Friday, 31 August 2012 ( Announcement ) which included details of the following: notice of the firm intention by Italtile and Rallen Proprietary Limited ( Rallen ) (collectively the Offerors ) to make an offer ( the Offer ) to acquire, subject to the fulfilment or waiver, as the case may be, of the conditions precedent detailed in the Announcement, all of the ordinary shares held by shareholders of Ceramic, other than Rallen, Rolrose Investments Proprietary Limited, Mr GAM Ravazzotti and subsidiaries of Ceramic ( Independent Ceramic Shareholders ), in the issued share capital of Ceramic ( Target Shares ) at a price of R per Target Share ( Offer Consideration ); and the termination of the listing on the JSE of Ceramic s ordinary shares ( Delisting ). Ceramic Shareholders are hereby advised that a joint circular containing details of, inter alia, the Offer and the Delisting and incorporating a notice of a Ceramic general meeting ( Joint Circular ) was posted to Ceramic shareholders on Monday, 1 October The Joint Circular is

2 available on both Italtile s website at and Ceramic s website at 2 Opinion by an independent expert The independent board of Ceramic comprising of Mr SD Jagoe, Mr EM Mafuna and Mr KM Schultz ( the Independent Board ) were tasked to consider whether the terms and conditions of the Offer are fair and/or reasonable to Independent Ceramic Shareholders. In discharging its obligations, the Independent Board engaged Nodus Capital Proprietary Limited ( the Independent Expert ) to provide an opinion in respect of the terms and conditions of the Offer. In this regard, the Independent Expert has advised the Independent Board that it has considered the terms and conditions of the Offer and is of the opinion that these terms and conditions are fair and reasonable to Independent Ceramic Shareholders. A copy of the Independent Expert s fair and reasonable opinion ( Opinion ) is set out in the Joint Circular. 3 Recommendation of the Independent Board The Independent Board, taking into account the Opinion of the Independent Expert, has considered the terms and conditions of the Offer and is unanimously of the opinion that the terms and conditions of the Offer are fair and reasonable to Independent Ceramic Shareholders. In particular, the Independent Board has considered the fair value range determined by the Independent Expert and is in agreement with the fair value range so determined and has placed reliance on the valuation performed by the Independent Expert. Accordingly, the Independent Board recommends that Independent Ceramic Shareholders vote in favour of the resolutions to be proposed at the Ceramic general meeting and that they accept the Offer. Those Independent Board members who hold Ceramic shares intend to vote in favour of the resolutions to be proposed at the Ceramic general meeting, to be held on Tuesday, 30 October 2012 at 14:00 at Zenele Park, cnr Likewaan and Dr Vosloo Streets, Bartlett Ext 40, Boksburg, and accept the Offer in respect of their entire shareholdings in Ceramic. 5 Conditions precedent The Offer remains subject to the fulfilment or waiver (as the case may be and to the extent any condition is capable of being waived), in writing by the Offerors of the following conditions precedent by no later than 31 October 2012:

3 the Offer having been validly accepted by the Independent Ceramic Shareholders holding no less than Ceramic shares, representing 15% of the issued share capital of Ceramic; the approval by the requisite majority of the shareholders of Ceramic present at the general meeting of the resolutions approving the Delisting and authorising the amendment of two of Ceramic s employee incentive schemes and the amendments that are required, as a result of the Delisting, to Ceramic s agreements with its Black Economic Empowerment shareholders; the issue by the Takeover Regulation Panel ( TRP ) of a compliance certificate in relation to the Offer in accordance with section 121(b)(i) of the Companies Act, 71 of 2008, as amended; and the approval by the JSE of the Delisting. 6 Salient dates and times The salient dates and times relating to the Ceramic general meeting and the Offer and the Delisting are set out below: In respect of the Ceramic general meeting Record date to be entitled to receive notice of the Ceramic general meeting Circular posted to Ceramic shareholders Last date to trade to be entitled to participate in and vote at the Ceramic general meeting Record date to be entitled to participate in and vote at the Ceramic general meeting Last day to lodge forms of proxy for the Ceramic general meeting by 14:00 Ceramic general meeting to be held at 14:00 at Zenzele Park, cnr Likewaan and Dr Vosloo Streets, Bartlett Ext 40, Boksburg Results of the Ceramic general meeting released on SENS Results of the Ceramic general meeting published in the South 2012 Friday, 21 September Monday, 1 October Friday, 12 October Friday 19 October Friday, 26 October Tuesday, 30 October Tuesday, 30 October Wednesday, 31 October

4 African press In respect of the Offer and the Delisting Circular posted to Ceramic shareholders Offer opens at 9:00 Compliance certificate expected to be obtained from the TRP Finalisation date expected to be by 11:00 Finalisation date announcement (including details of the Offer becoming unconditional in accordance with its terms) expected to be published on SENS Finalisation date announcement (including details of the Offer becoming unconditional in accordance with its terms) expected to be published in the South African press Last date to trade to be entitled to participate in the Offer Ceramic shares trading suspended with effect from commencement of trade Record date to be entitled to participate in the Offer Forms of acceptance, surrender and transfer to be received by Computershare Investor Services (Pty) Ltd (Ground Floor, 70 Marshall Street, Johannesburg, 2001 OR PO Box 61763, Marshalltown, 2107)by 12:00 (midday) Closing date of the Offer at 12:00 (midday) Results of the Offer released on SENS on or about Monday, 1 October Tuesday, 2 October Wednesday, 31 October Thursday, 1 November Thursday, 1 November Friday, 2 November Friday, 9 November Monday, 12 November Friday, 16 November Friday, 16 November Friday, 16 November Monday, 19 November

5 Last date on which holders of dematerialised Ceramic shares will have their accounts credited with the Offer Consideration Last date on which holders of certificated Ceramic shares will have the Offer Consideration electronically transferred to them (cheques will be issued to them on Monday, 19 November and posted to them on or about the same date) Results of the Offer published in the South African press Termination of listing of Ceramic shares from the JSE from commencement of trade Monday, 19 November Monday, 19 November Tuesday, 20 November Tuesday, 20 November Notes: 1. All times shown in the table above are South African Standard Times. 2. The above dates and times are subject to change by the Offerors and Ceramic, acting jointly, with the prior approval of the TRP and the JSE. Any material change will be published on SENS and in the South African press. 3. Ceramic shareholders who accept the Offer may not withdraw that acceptance. 4. Should the Offer become unconditional, Ceramic shares may not be dematerialised or rematerialised after the record date to be entitled to participate in the Offer. 5. Independent Ceramic Shareholders who validly accept the Offer will receive the Offer Consideration within six business days of the later of the date upon which the Offer becomes unconditional in accordance with its terms and the date of acceptance of the Offer by such Independent Ceramic Shareholder, with the final payment date expected to be on Monday, 19 November Johannesburg 1 October 2012 Sponsor to Italtile KPMG Services (Pty) Ltd Sponsor to Ceramic One Capital

6 Legal advisor to Italtile Webber Wentzel Legal advisor to Ceramic Edward Nathan Sonnenbergs Legal advisor to Rallen Eversheds Independent expert Nodus Capital (Pty) Ltd Corporate advisor to Rallen Rabin & Associates