• Growth strategy for Engineering, Procurement and Construction (EPC) business unchanged
  • Cash consideration to be applied to reduction of debt, organic growth, and capital management initiatives 23 October 2012 - Basil Read is pleased to announce that it has entered into an agreement with WorleyParsons Limited (WP) whereby WorleyParsons RSA Group (Pty) Limited, a wholly-owned subsidiary of WP, will acquire the entire issued share capital of TWP Holdings (Pty) Limited (TWP) for a cash consideration of R900 million.

The acquisition of TWP excludes Basil Read Matomo Projects (Pty) Limited, TWP Investments (Pty) Limited and LYT Architecture (Pty) Limited, formerly TPS.P Architects Limited. The excluded companies will continue to operate autonomously and as wholly-owned subsidiaries of Basil Read.

Marius Heyns, chief executive officer of Basil Read commented, "We are pleased to announce the acquisition of TWP by WorleyParsons. We believe the transaction creates value for our shareholders and fits perfectly into our evolving strategy of increased focus on EPC business."

Mr Heyns added, "We will be able to concentrate on our core business with increased emphasis on our special projects. In addition, we will focus on positioning Basil Read for organic growth, reduce our debt levels, and have sufficient cash reserves to start investing in resources for the planned local infrastructure roll-out which we believe will build momentum during 2013."

Basil Read will pursue its growth into value-added EPC services through its continued ownership of Basil Read Matomo. Basil Read Matomo will lead the growth strategy of the Group's current focus in the energy and renewable sectors, among others.

The agreement with WP makes provision for TWP executives currently seconded to Basil Read Matomo projects to complete these projects on arms-length terms. The agreement also specifically allows for Basil Read Matomo to provide Engineering, Procurement and Construction Management (EPCM) services within the scope of its existing activities and consistent with its growth strategy.

Marius explains, "Basil Read Matomo, which is excluded from the transaction, was established during the three-year relationship with TWP, leading to the creation of the EPC business which now has a pipeline of projects in excess of R1billion."

The purchase consideration is payable in cash by WP on the implementation date. The implementation of the proposed transaction is subject to the fulfillment of a number of conditions precedent common to a transaction of this nature, including Competition Commission approval and approval by Basil Read shareholders.

The cautionary announcements released by Basil Read on the Securities Exchange News Service remain in effect until the pro forma financial effects of the proposed transaction on the reported financial information of Basil Read, as well as the salient dates and times relating to the implementation of the transaction are announced.
-Ends-

Enquiries

Basil Read Limited: 011 418 6300 - Marius Heyns, CEO

College Hill: 011 447 3030
Amelia Soares: 082 610 1156
Jacques de Bie: 082 691 5384

NOTE TO EDITORS

About TWP

TWP, a wholly owned subsidiary of South African incorporated and JSE Limited listed Basil Read, is a resource and infrastructure focused engineering project entity providing a full range of engineering, procurement and construction management (EPCM) solutions to the mining and minerals industries, and the infrastructure environment. TWP has offices in South Africa, Mozambique, Australia and Peru.
www.twp.co.za

Basil Read

Basil Read is a JSE-listed company and a leader in the South African construction sector. It has a proven track record in offering best-in-class design solutions and the most cost effective construction techniques. Its subsidiary companies are active in the areas of civil engineering, road construction, building, mixed integrated housing developments, property development, bitumen distribution, opencast mining, blasting operations and engineering design, procurement and construction management. The Group operates throughout Africa, Australia and South America.
www.basilread.co.za

About WorleyParsons

WorsleyParsons is an Australian company, listed on the Australian Stock Exchange Limited. The company is a leading provider of professional services to the energy, resources and complex process industries. WorleyParsons has a complement of 40 800 employees in 41 countries, including seven offices in South Africa. Its service capability spans the entire project lifecycle from identifying the opportunity to the operating phase. WPL has a market capitalisation of more than AUD$6 billion and contributes about 0.55% of the S&P/ASX 200 Index.
www.worleyparsons.com

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