Afrimat Limited (JSE:AFT) News - Results of Accelerated Bookbuild

AFRIMAT LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2006/022534/06)
Share code: AFT
ISIN: ZAE000086302
(“Afrimat” or “the Company”)


THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.


THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.


RESULTS OF ACCELERATED BOOKBUILD


Shareholders are referred to the announcement released yesterday on the Stock Exchange News Services of the JSE
Limited (“JSE”), regarding the launch of an equity raising (“the Equity Raise”).


Afrimat is pleased to announce that it has successfully closed its Equity Raise of R680 million, being approximately 8.5% of
the Company’s current market capitalisation, implemented through an accelerated bookbuild announced yesterday, 27 July
2022 (“Bookbuild”). Following strong demand, Afrimat elected to increase the size of the Bookbuild, which remained
oversubscribed at close.


13,372,665 new ordinary shares (“Bookbuild Shares”) were placed pursuant to the Bookbuild at an issue price of R50.85
per Bookbuild Share. The issue price represents a discount of 7.2% to the close price of Afrimat shares on the JSE as at
market close on 27 July 2022.


Subject to approval by the JSE, listing and trading of the Bookbuild Shares is expected to commence at 09h00 on 2 August
2022.


Cape Town
28 July 2022


Sole Bookrunner and Transaction Sponsor
Investec Bank Limited


South African Legal Counsel to the Sole bookrunner
DLA Piper


This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer
or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent
financial adviser.
The Equity Raise is made to qualifying investors, outside the United States in reliance on Regulation S being investors to
whom the Equity Raise may be lawfully made without having to file or register any offering or related documentation with any
securities regulatory authority in any relevant jurisdiction.


This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States including
its territories and possessions, any State of the United States and the District of Columbia, Australia, Canada, Japan or any
other jurisdiction in which such release, publication or distribution would be unlawful. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is for information
purposes only and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities
in the United States or any other jurisdiction it would be unlawful to do so. To the fullest extent permitted by applicable law,
the Company and the Sole Bookrunner disclaim any responsibility or liability for the violation of such requirements by any
person. The Equity Raise is not to be regarded as an offer or invitation to any person in any jurisdiction to the extent that any
applicable legal requirement in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make
such an offer or invitation in such jurisdiction.


The securities referred to herein (the “Shares”) may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any offering document relating to the Bookbuild in such jurisdiction. The
Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), unless offered and sold in a transaction exempt from, or not subject to, the registration requirements of
the Securities Act. The Equity Raise will be offered to qualifying institutional investors outside the United States in reliance on
Regulation S under the Securities Act. The Bookbuild may not be offered to the public in the United States. The offer and
sale of the Shares has not been, and will not be, registered under the Securities Act or under the applicable securities laws of
Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or
Japan. There will not be any offer of Shares in the United States, Canada, Australia and Japan.


THE BOOKBUILD SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED,
SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S.
PERSON (AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER
THE SETTLEMENT OF THE BOOKBUILD AND BY ACQUIRING BOOKBUILD SHARES IN THE BOOKBUILD FROM
OUTSIDE THE UNITED STATES, YOU WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.


This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an
offer to buy and/or subscribe for, shares as defined in the South African Companies Ac, and will not be distributed to any
person in South Africa in any manner that could be construed as an offer to the public in terms of the South African
Companies Act. This announcement does not, nor is it intended to constitute a “registered prospectus” as contemplated in
the South African Companies Act.

In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act and only (i)
persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons who
propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than R1 000 000, as
envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer to participate in the
Bookbuild is specifically addressed (all such persons in (i) and (ii) being referred to as “Relevant Persons”), will be entitled to
apply for Shares in the Bookbuild. Any investment activity to which this announcement relates will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act on this announcement
or any of its contents. This announcement does not, nor does it intend to, constitute any offering document relating to the
Bookbuild. Information made available in this announcement should not be considered as “advice” as defined in the South
African Financial Advisory and Intermediary Services Act, 2002, and nothing in the document should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa.


This announcement is for information purposes only and in member states of the European Economic Area (other than the
United Kingdom), is directed only at, and the Equity Raise will only be made to, persons who are qualified investors (as
defined in article 2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and the relevant implementing rules and
regulations adopted by each Member State). In the United Kingdom, this announcement is directed only at and the Equity
Raise will only be made to, the following persons: (i) investment professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who fall within Article 49(2)(A) to(D) of
the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will
only be engaged in with such persons and it should not be relied on by anyone other than such persons.


This announcement has been issued by and is the sole responsibility of Afrimat. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any
of their respective directors, officers, employees, advisers affiliates or agents as to, or in relation to, the accuracy,
completeness or verification of the information set forth in this announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed and
nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as
to the past or the future. Neither Investec nor any of its respective directors, officers, employees, advisers affiliates or agents
accepts any responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent
permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this announcement
or any such statement.


This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. No representation or warranty is made by Afrimat or Investec in connection with the Equity
Raise, and any investment decision to buy securities in terms of the Equity Raise must be made solely on the basis of
publicly available information which has not been independently verified by Investec.


Investec is acting for Afrimat, and no one else, in connection with the Equity Raise and will not be responsible to anyone
other than Afrimat for providing the protections offered to clients of Investec, nor for providing advice in relation to the Equity
Raise.

Date: 28-07-2022 08:00:00
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