28 February 2013
Shareholders are referred to the previous announcements released on SENS, the last of
which was dated 11 January 2013, regarding the acquisition by the Company of 100% of
the issued ordinary shares in Métier Mixed Concrete (Pty) Ltd (the Acquisition),
further information pertaining to which was included in the circular to the Companys
shareholders dated 30 November 2012 (the Circular).
Shareholders are advised that on 5 February 2013, the Competition Commission approved
the Acquisition without any conditions. Shareholders are further advised that on 27
February 2013 definitive funding agreements in respect of the Acquisition were signed
and as such all suspensive conditions to the Acquisition as set out in the Circular
have now been met.
As a result of the above, as consideration for the Acquisition, the following shares
in Sephaku Holdings (Sephaku Shares) were concurrently issued to the Sellers (as
defined in the Circular):
- 5 000 000 Sephaku Shares to the at an issue price of R6 each (amounting
to R30 000 000); and - 11 111 111 Sephaku Shares at an issue price of R9 per share (amounting
to R100 000 000).
The JSE Limited has approved the listing of the additional 16 111 111 Sephaku Shares at
the respective issue price per notes (i) and (ii) above with effect from today, 28 February
2013.
On the same date (being 28 February 2013), a cash payment amounting to R110 million was
advanced by Standard Bank to the Sellers in terms of the acquisition finance, the salient
terms of which are contained in the Circular.
The Board of Directors Sephaku Holdings Limited
Centurion
28 February 2013
Sponsor to Sephaku Holdings
QuestCo (Pty) Limited
Corporate adviser and transaction sponsor to Sephaku Holdings
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal advisers to Sephaku Holdings
Brink Falcon Hume Inc.
Reporting Accountants and Auditors
Moore Stephens BKV Inc
Mandated Lead Arranger and Debt Provider
The Standard Bank of South Africa Limited