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SENS

Fulfillment of conditions precedent

Tuesday, 28 January 2014

AECI LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1924/002590/06)
Share code: AFE ISIN No. ZAE000000220
(“AECI”)

Shareholders of AECI (“Shareholders”) are referred to the announcement released on the Securities Exchange News Service of the JSE Limited on Monday, 4 November 2013 which provided details of the disposal by AECI of its surplus property assets at Modderfontein and its property development business, to Shanghai Zendai Property Limited (“Shanghai Zendai”) (“the Transaction”).

Shareholders are advised that the following conditions precedent to the Transaction have been fulfilled:

  1. the approval in writing of the Competition Commission in South Africa, in terms of the Competition Act No. 89 of 1998, as amended;
  2. the passing by the shareholders of Shanghai Zendai of all resolutions required to approve the Transaction;
  3. the passing of all the necessary Directors’ and shareholders’ resolutions of the AECI parties to the Transaction; and
  4. Heartland Leasing Proprietary Limited, acting as an agent for AECI, and ImproChem Proprietary Limited (“ImproChem”) have entered into a lease in respect of the ImproChem building in a form satisfactory to both Shanghai Zendai and AECI.

The AECI parties to the Transaction have now commenced the process to transfer properties subject to the Transaction which have an aggregate acquisition price of R513 million (including VAT) or such lesser amount as agreed by Shanghai Zendai (“First Tranche”), to the South African subsidiaries of Shanghai Zendai, namely Zendai Development (South Africa) Proprietary Limited and Zendai Investment Management (South Africa) Proprietary Limited. AECI anticipates this transfer should be completed by no later than 31 July 2014, subject to the relevant extension provisions of the Transaction.  The Transaction will become effective on transfer of the First Tranche. Shareholders will be updated once this process has completed.

Woodmead, Sandton
28 January 2014

Investment Bank, Structuring Adviser and Transaction Sponsor
The Standard Bank of South Africa Limited


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