Finalisation of Aggregate Ordinary Share Scheme Consideration and Payment of Completion Calculation Amount

Finalisation of Aggregate Ordinary Share Scheme Consideration and Payment of Completion Calculation Amount

ASTRAPAK LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number 1995/009169/06)
Share code: APK
ISIN: ZAE000096962
Share code: APKP
ISIN: ZAE000087201
(“Astrapak” or “the Company”)

FINALISATION OF AGGREGATE ORDINARY SHARE SCHEME CONSIDERATION AND PAYMENT OF COMPLETION CALCULATION AMOUNT

Astrapak Shareholders are referred to the ‘Fulfilment of Outstanding Condition Precedent and Finalisation Announcement’ released on SENS on 5 June 2017 (“Finalisation Announcement”), and to the circular to Astrapak Shareholders dated 7 April 2017 (“Circular”) (and using the terms defined therein unless otherwise stated) regarding, inter alia the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, excluding the 12 837 424 Treasury Shares and 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, as well as the voluntary repurchase by Astrapak of all of the Preference Shares in issue from the holders thereof, both by way of schemes of arrangement in terms of section 114 of the Companies Act proposed by the Astrapak Board to the Astrapak Shareholders.

As set out in the Finalisation Announcement, Astrapak Ordinary Shareholders were advised that as a result of the Existing Litigation Matters having been finally determined or settled prior to the date of such announcement, the relevant Agterskot Litigation Consideration of R40 million, or 33.05 cents per Ordinary Scheme Share, was to be paid to Ordinary Share Scheme Participants in accordance with paragraph 3.2.5.5.1 of the Circular, together with the Ordinary Scheme Minimum Consideration of 640 cents per Ordinary Scheme Share, on 19 June 2017.

The aforementioned aggregated payment in the amount of 673.05 cents per Ordinary Scheme Share is being effected today, 19 June 2017.

Astrapak Ordinary Shareholders are hereby advised that the Ordinary Share Scheme Consideration has now been finally determined at 768.807 cents per Ordinary Scheme Share. Given that the Ordinary Share Scheme Consideration, which has been calculated in accordance with the Ordinary Share Scheme Completion Documents as referred to in the Circular, exceeds the Ordinary Share Scheme Minimum Consideration of 640 cents per Ordinary Scheme Share, the Completion Calculation Amount, less the Denver Property Amount, representing a net amount of 35.347 cents per Ordinary Scheme Share, will be paid to Ordinary Share Scheme Participants in accordance with paragraph 3.2.5.3.1 of the Circular on 27 June 2017.

Astrapak Ordinary Shareholders are reminded that as the purchase price in respect of the Denver Property was not received prior to the Ordinary Share Scheme Conditions Fulfilment Date, the Denver Property Amount, representing an amount of 60.410 cents per Ordinary Share Scheme Share, will accordingly only be paid to Ordinary Share Scheme Participants upon receipt thereof by Astrapak in accordance with paragraph 3.2.5.4.2 of the Circular.

As set out in the Finalisation Announcement, Astrapak Preference Shareholders were advised that the Preference Scheme Consideration of R100.00 per Preference Scheme Share was to be paid to Preference Share Scheme Participants on 19 June 2017.

Such payment is being effected today, 19 June 2017.

Astrapak Ordinary Shareholders further received one Master Plastics Limited share for every one Astrapak Ordinary Share held as part of the Unbundling and Listing of Master Plastics Limited on the Alternative Exchange of the JSE Limited on 24 May 2017.

Johannesburg
19 June 2017

Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital

Legal Advisor to Astrapak
Webber Wentzel

Date: 19/06/2017 05:39:00

Produced by the JSE SENS Department.

The SENS service is an information dissemination service administered by the JSE Limited ('JSE').

The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS.

The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Mylene Paynter