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Ceramic finalisation announcement
Italtile and Ceramic shareholders are referred to the joint circular distributed to Ceramic shareholders on Monday, 1 October 2012 and to the joint announcement published on SENS on Tuesday, 30 October 2012 relating to the results of the Ceramic general meeting that was held on that day ("General Meeting").
Pursuant to the Circular, Rallen (Pty) Ltd. ("Rallen") and Italtile ("the Offerors") extended a conditional offer ("the Offer") to acquire all or part of the ordinary shares held by Ceramic Shareholders, other than Rallen and its associates and subsidiaries of Ceramic ("Independent Ceramic Shareholders"), in the issued share capital of Ceramic ("Target Shares") at a price of R130.00 per Target Share ("Offer Consideration").
Fulfilment of the conditions precedent to the Offer
Shareholders are advised that all conditions precedent to the Offer as set out in the Circular have either been fulfilled or waived and, therefore, the Offer has become unconditional. The Offer will close at 12:00 on Friday, 23 November 2012. Independent Ceramic Shareholders who still wish to accept the Offer should do so in accordance with the procedure set out in the Circular.
Holders of dematerialised Target Shares whose central securities depository participants or brokers do not make a valid election on their behalf to sell all of their Target Shares to the Offerors in terms of the Offer will retain an interest in the unlisted Ceramic. Holders of certificated Target Shares who do not make a valid election to sell all of their Target Shares to the Offerors in terms of the Offer will retain an interest in the unlisted Ceramic.
Revised salient dates and times in relation to the Offer and the delisting
As one of the conditions precedent to the Offer, Ceramic shareholders approved the delisting of the Company's ordinary shares from the JSE ("Delisting") at the General Meeting. The revised salient dates and times of the Offer and Delisting are set out below:
- Finalisation date announcement published in the South African press: Wednesday, 7 November
- Last date to trade to be entitled to participate in the Offer: Friday, 16 November
- Ceramic shares trading suspended with effect from commencement of trade: Monday, 19 November
- Record date to be entitled to participate in the Offer: Friday, 23 November
- 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): Friday, 23 November
- Closing date of the Offer at 12:00 (midday): Friday, 23 November
- Results of the Offer released on SENS on or about Monday, 26 November
- Last date on which holders of dematerialised Ceramic shares will have their accounts credited with the Offer Consideration: Monday, 26 November
- Last date on which holders of certificated Ceramic shares will have the Offer Consideration electronically transferred to them (cheques will be posted to them on or about the same date): Monday, 26 November
- Results of the Offer published in the South African press: Tuesday, 27 November
- Delisting of Ceramic shares from the JSE from commencement of trade: Tuesday, 27 November.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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