SENS Note - 3 July 2013

 

Infrasors Holdings Limited

Incorporated in the Republic of South Africa)

(Registration number: 2007/002405/06)

Share Code: IRA    ISIN: ZAE000101507

("Infrasors” or the “Company”)

 

UPDATED FAIR & REASONABLE OPINON ON OFFER MADE BY AFRIMAT LIMITED TO INFRASORS HOLDINGS LIMITED MINORITY SHAREHOLDERS

 

In an announcement published on the Securities Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 7 June 2013, shareholders of Infrasors were referred to the announcement released on SENS on 5 March 2013 and the unconditional mandatory offer circular posted on 22 April 2013, whereby Afrimat Limited (“Afrimat” or “the Offeror”) extended a mandatory offer to the remaining Infrasors shareholders to acquire the ordinary shares held by Infrasors shareholders other than Afrimat for a consideration of 35 cents per share (“the Initial Offer Consideration”) (the “Initial Offer”) and were notified that Afrimat has increased the offer consideration to 65 cents per ordinary share (“the Revised Offer Consideration”) (“the Revised Offer”).

BDO Corporate Finance Proprietary Limited (“BDO Corporate Finance” or “the Independent Expert”) has been appointed by the Independent Board of directors of Infrasors to provide independent advice to the directors and shareholders of Infrasors, in terms of Regulation 90 of the Companies Regulations, 2011 (“Companies Regulations”), as read with Section 117(c) and Section 123 of the Companies Act (No.71 of 2008), as amended (“the Companies Act”), in respect of the Revised Offer.

Shareholders are now advised that the Independent Expert has concluded its work and provided an opinion to the Infrasors Independent Board. Based on the results of the procedures performed, detailed valuation work and other considerations, the Independent Expert determined a valuation range of 54 cents to 67 cents per Infrasors Share on a marketable minority basis, with a most likely value of 60 cents per Infrasors Share.

The independent board has considered the proposed terms and conditions of the Revised Offer, and is of the opinion that the terms and conditions of the Revised Offer, based on quantitative considerations, are fair to Infrasors shareholders. Based on qualitative factors, the Independent Board is of the opinion that the proposed terms and conditions of the Revised Offer are reasonable from the perspective of the Infrasors shareholders, as the Revised Offer Consideration is at a premium to the 30 and 60 day VWAP of an Infrasors Share.

The opinion letter of the Independent Expert setting out, inter alia, the sources of information on which it relied, its procedures, valuation approach, assumptions and opinion are available at the Company’s registered office, Lyttelton Dolomite Mine, Botha avenue, Lyttelton, Centurion for inspection for 28 business days starting today, 3 July 2013 until Monday, 12 August 2013, both days inclusive and on the company’s website, www.infrasors.co.za.

The Infrasors Independent Board accepts responsibility for the information contained in this announcement insofar as the information relates to Infrasors, and confirms that, to the best of their knowledge and belief, the information is true and does not omit anything likely to affect the importance of the information

 

Centurion

3 July 2013

Sponsor and Corporate Advisor to Infrasors:

Sasfin Capital (a division of Sasfin Bank Limited)