Further information relating to the agreement

4 June 2010

Further information relating to the agreement signed with Dangote Industries Limited (“Dangote”) and reminder of further cautionary

  1. Further details on the agreement signed with Dangote

    Shareholders are referred to the announcement dated 1 June 2010 which included information relating to the heads of agreement signed with Dangote in terms of which, inter alia, Sephaku Cement (Pty) Limited (“Sephaku Cement”), an 80.2% owned subsidiary of Sephaku Holdings, will issue shares to Dangote, subject to various conditions precedent, in an amount of R779 million (“the Dangote issue”) for the funding of its cement project (“the Cement Project”)(“the Dangote agreement”).

    Shareholders are advised that Dangote has agreed to provide a loan to Sephaku Cement in an amount of USD10 million as an initial tranche of the subscription price of R779 million for the Dangote issue by not later than 30 June 2010 in order for the Sephaku Group to progress work on the Cement Project immediately (“the loan”). Provided that Sephaku Holdings secures irrevocable undertakings from the holders of no less than 50.1% of the company`s issued shares to approve the Dangote issue and certain associated transactions, the loan will be settled with a pro rata portion of the total number of Sephaku Cement shares to be issued in terms of the Dangote issue.

    The Dangote issue will be subject to the resolutive condition that the Dangote issue is not approved by the requisite majority of 50.1% of Sephaku Holdings` shareholders by 31 August 2010, in which event the loan shall become repayable by Sephaku Cement to Dangote on commercial terms.

  2. Termination of certain other negotiations

    Shareholders are also advised that, in light of the Dangote agreement, all negotiations with the global financial institution, which were referred to in the announcement released by the company dated 1 February 2010, have been terminated.

  3. Reminder of cautionary

    Shareholders are reminded that the company is trading under a cautionary and, until further announcements providing additional details relating to the funding for the Cement Project, including the relevant financial effects, are released, that they should therefore continue to exercise caution when dealing in their Sephaku Holdings shares.

Sponsor
QuestCo Sponsors (Pty) Limited

Corporate advisor to Sephaku Cement
Capital Hill Corporate Finance (Pty) Limited

Legal advisors to Sephaku Holdings
Cliffe Dekker Hofmeyr