| Fri 29 Jun 2012, 12:14 | | ITE/CRM - Italtile/Ceramic - Joint update announcement regarding the conditional |
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CRM ITE
CRM ITE
ITE/CRM - Italtile/Ceramic - Joint update announcement regarding the conditional
offer to Ceramic shareholders and further cautionary announcements
Italtile Limited
Share code: ITE ISIN: ZAE000099123
Reg. no.: 1955/000558/06
Incorporated in the Republic of South Africa
("Italtile")
Ceramic Industries Limited
Share code: CRM ISIN: ZAE000008538
Reg. no.: 1982/008520/06
Incorporated in the Republic of South Africa
("Ceramic")
JOINT UPDATE ANNOUNCEMENT REGARDING THE CONDITIONAL OFFER TO CERAMIC
SHAREHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENTS
1. Introduction and background
Italtile and Ceramic shareholders ("Shareholders") were advised in
cautionary announcements published on the Securities Exchange News Service
of the JSE Limited ("JSE") on Monday, 28 May 2012 that Italtile had
expressed an interest in making an offer, subject to certain conditions
precedent, to Ceramic shareholders other than Rallen (Pty) Limited
("Rallen") to acquire between 15% and 20% of the issued share capital of
Ceramic for a cash consideration of R130 per Ceramic share. Rallen is the
majority shareholder of both Italtile and Ceramic.
Ceramic shareholders were advised that, should Italtile succeed, this would
lead to a proposal to delist Ceramic from the exchange operated by the JSE.
Ceramic shareholders were further advised that, in terms of the Listings
Requirements of the JSE, Italtile had procured an undertaking from Rallen
to join with Italtile in making an offer to all other Ceramic shareholders
("Offer") to facilitate the potential delisting of Ceramic. In terms of the
Offer, Italtile will acquire between 15% and 20% of the issued share
capital of Ceramic and, to the extent that acceptances are in excess of 20%
of the issued share capital of Ceramic, then Rallen will acquire such
excess.
2. Joint update
Shareholders are advised that Italtile has completed a due diligence
exercise on Ceramic to its satisfaction and can confirm that the price per
Ceramic share at which the Offer will be extended will not be adjusted as a
result of any due diligence findings and will remain at R130 per Ceramic
share. The Italtile board of directors and a committee of Ceramic directors
independent of Italtile and Rallen are working towards finalising the terms
of the Offer and the conditions precedent.
3. Renewal of cautionary announcements
Shareholders are advised to continue to exercise caution when dealing in
their respective Italtile and Ceramic securities until an announcement
reflecting the terms of the Offer is published, which is expected to be by
the end of July 2012.
Johannesburg
29 June 2012
Sponsor to Italtile: KPMG Services (Pty) Limited
Legal advisor to Italtile: Webber Wentzel
Sponsor to Ceramic: One Capital
Legal advisor to Ceramic: Edward Nathan Sonnenbergs
Date: 29/06/2012 12:14:01 Produced by the JSE SENS Department.
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