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")
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 dated Tuesday, 26 July 2011 and the further cautionary announcements dated Tuesday, 6 September 2011 and Thursday, 13 October 2011, respectively (collectively, "the Cautionary Announcements") relating 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").
The proposed KTH Transaction, a small related party transaction in terms of the Listings Requirements of the JSE Limited ("JSE"), 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 Ernst & Young Advisory Services
Limited, the Independent Professional Expert;
* 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 no later than Friday, 30 December 2011, once all conditions precedent have been fulfilled.
Accordingly, Shareholders are advised to continue exercising caution when dealing in AECI shares until a further announcement in this regard is made.
Woodmead
24 November 2011
Investment bank and Attorneys and tax Reporting accountants and
transaction sponsor advisers auditors
The Standard Bank of South Webber Wentzel KPMG Inc.
Africa Limited
Independent professional Corporate sponsor
expert
Rand Merchant Bank (a
Ernst & Young Advisory division of FirstRand Bank
Services Limited Limited)