Last checked at 13 Oct 2011 09:05
AECI LIMITED (Incorporated in the Republic of South Africa) (Registration number 1924/002590/06) JSE ordinary share code: AFE JSE preference share code: AFEP JSE ordinary share ISIN: ZAE000000220 JSE preference share ISIN: ZAE000000238 ("AECI" or "the Group")
FURTHER CAUTIONARY ANNOUNCEMENT: ACQUISITION BY AECI OF THE KTH CONSORTIUM'S 25,1% INTEREST IN AECI'S EXPLOSIVES BUSINESS IN EXCHANGE FOR ORDINARY SHARES IN AECI
Shareholders of AECI ("Shareholders") are referred to the cautionary announcement released on the Securities Exchange News Service ("SENS") on Tuesday, 26 July 2011 and published in the press on Wednesday, 27 July 2011 and the subsequent cautionary announcement released on SENS on Tuesday, 6 September 2011 and published in the press on Wednesday, 7 September 2011 (collectively, "the Cautionary Announcements").
The Cautionary Announcements relate to the proposed acquisition by AECI of the effective 25,1% equity interest in AECI's explosives business, AEL Mining Services Limited, held by an empowerment consortium led by Kagiso Tiso Holdings Proprietary Limited and the Tiso AEL Development Trust, in exchange for the issue of 4 678 667 new AECI ordinary shares ("the proposed KTH Transaction").
In terms of the Listings Requirements of the JSE Limited ("JSE"), the proposed KTH Transaction is deemed a small related party transaction. AECI has appointed Ernst & Young Advisory Services Limited ("E&Y") as Independent Professional Expert to provide the board of directors of AECI ("the Board") with an opinion on the fairness of the proposed KTH Transaction ("Fairness Opinion"). The Board expects to receive the Fairness Opinion by the end of October 2011.
The proposed KTH Transaction remains subject to the fulfilment of a number of conditions precedent, including, but not limited to:
* the execution of the definitive transaction agreements; * obtaining all necessary lender waivers and consents; * receiving a positive fairness opinion from E&Y; * the approval of the fairness opinion by the JSE; and * to the extent necessary, all other regulatory consents and approvals. It is expected that the proposed KTH Transaction will be implemented by nolater than Wednesday, 30 November 2011, once all conditions precedent have beenfulfilled. Accordingly, Shareholders are advised to continue exercising cautionwhen dealing in AECI shares until a further announcement in this regard ismade.Woodmead13 October 2011Investment bank and Attorneys and tax Independent expert transaction sponsor advisers Ernst & Young Advisory The Standard Bank of Webber Wentzel Services Limited South Africa Limited Corporate sponsor Rand Merchant Bank (a division of FirstRand Bank Limited)