ITALTILE LIMITED - Specific Share Repurchase From Four Arrows Investments 256 Proprietary Limited

Specific Share Repurchase From Four Arrows Investments 256 Proprietary Limited

Incorporated in the Republic of South Africa
(Registration number: 1955/000558/06)
Share code: ITE   ISIN: ZAE000099123
("Italtile" or "the Company")


Shareholders are referred to the announcement released on SENS on 8 March 2018 ("Announcement")
relating to the black economic empowerment transaction concluded by Italtile in 2007, the salient details of
which were disclosed in a circular dated June 2007 (the "Transaction").

The Announcement referred to a specific share repurchase of 25 000 000 ordinary shares in Italtile, by Italtile
from Four Arrows Investments 256 Proprietary Limited ("Four Arrows") (the "First Specific Repurchase").

Subsequently, and in accordance with the terms of the Transaction, Four Arrows submitted another share
repurchase offer to Italtile on 18 December 2020 (the "Second Share Repurchase Offer"), in terms of which
Italtile or its nominee will be entitled to repurchase a further 3 500 000 ordinary shares in Italtile (the
"Repurchase Shares") held by Four Arrows (the "Second Specific Repurchase"). The Repurchase Shares
are offered at a price per share based on 83% of the volume weighted average price at which an Italtile
share traded on the JSE Limited ("JSE") for the 10 trading days immediately preceding the date of receipt of
the Second Share Repurchase Offer by Italtile, being R11.70 per Repurchase Share. This equates to a total
consideration of R40 950 000 being payable for the Repurchase Shares (the "Repurchase Consideration").
Payment of the Repurchase Consideration shall be settled in cash.

The First Specific Repurchase and the Second Specific Repurchase (collectively the "Specific
Repurchases") were approved by Italtile shareholders ("Shareholder Approval") by way of a separate special
resolution passed at the general meeting of Italtile shareholders held on 12 July 2007. In terms of the
Shareholder Approval, the Specific Repurchases were conditional upon:

        -    the board of directors of Italtile (the "Board") appointing an independent professional expert,
             acceptable to the JSE, to prepare an opinion, in accordance with Schedule 5 of the JSE Listings
             Requirements, as to whether the consideration proposed to be paid for the repurchase of the
             Italtile shares in question is fair to the shareholders of Italtile; and

        -    such independent professional expert determining that such consideration is fair to the
             shareholders of Italtile.

The Shareholder Approval permitted Italtile to acquire the Repurchase Shares through any of its
subsidiaries. In this regard, the Company has nominated Italtile Ceramics Proprietary Limited ("Italtile
Ceramics"), a wholly owned subsidiary, who has accepted the nomination and who will, after acquiring the
Repurchase Shares, hold the Repurchase Shares as treasury shares.

In addition, the acceptance of the Second Share Repurchase Offer by Italtile Ceramics is conditional upon
the following:

       -    the Board providing the requisite consents and authorisations in terms of or in connection with the
            Transaction; and

       -    the application by the Board (and the board of directors of Italtile Ceramics) of the solvency and
            liquidity test as set out in section 4 of the Companies Act, 71 of 2008, as amended, (the
            "Solvency and Liquidity Test") and the Board (and the board of directors of Italtile Ceramics)
            reasonably concluding that both the Company and Italtile Ceramics will, immediately after Italtile
            Ceramics makes payment of the Repurchase Consideration to Four Arrows, satisfy the Solvency
            and Liquidity Test.

All the aforementioned conditions were fulfilled and Italtile Ceramics has unconditionally accepted the
Second Share Repurchase Offer on 29 December 2020. Accordingly, the Repurchase Consideration will be
paid by Italtile Ceramics to Four Arrows on or about 30 December 2020.

30 December 2020

Merchantec Capital

Date: 30-12-2020 04:00:00
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