West China Cement Limited (West China Cement) disclosed it will enter the South African market through a combined acquisition and share-subscription agreement that will deliver 100 % ownership of AfriSam Holdings Proprietary Limited.
Transaction structure and value • On 2 April 2026, West China Cement’s wholly-owned Singapore subsidiary signed a Sale of Shares and Subscription Agreement (SSA) with ten selling shareholders and AfriSam. • The purchaser will pay up to ZAR 2.50 billion (USD 145.00 million; HKD 1.13 billion) in aggregate: – Acquisition Price: ZAR 2.50 billion for 99,995,000 AfriSam shares (100 % of issued capital), subject to customary adjustments. – Subscription Consideration: cash to be injected into AfriSam on closing to settle the group’s term facility, unpaid third-party transaction fees and other agreed costs (exact amount not disclosed; deducted from the ZAR 1.00 billion initial cash outlay). • Funding will be provided by internal resources and bank borrowings. • Payment schedule: the adjusted Acquisition Price is split into an initial cash payment on closing and 12 equal quarterly instalments commencing one year after closing.
Security and guarantees • The purchaser pledges and cedes 60 % of AfriSam shares as security until the deferred consideration is fully settled. • West China Cement has executed a parent guarantee covering all purchaser obligations.
AfriSam operating profile • Integrated South African cement producer with annual capacity of 4.50 million t cement, 5.00 million t aggregates and 1.50 million m³ ready-mix concrete. • Post-restructuring pro forma 2024 EBITDA stands at USD 21.15 million, underpinning a negotiated enterprise value of USD 144.93 million, equivalent to 6.9 × EV/EBITDA—within the 6.2–7.1 × range observed for comparable African cement transactions. • FY 2025 unaudited net profit after tax: ZAR 27.11 million, reversing a ZAR 196.44 million loss in FY 2024. Net assets improved to ZAR 364.54 million after a July 2025 debt-to-equity swap.
Strategic rationale Management expects the deal to: 1. Provide immediate scale in Southern Africa, one of the continent’s largest cement markets; 2. Leverage West China Cement’s technical, operational and cost advantages to enhance AfriSam’s profitability; 3. Position the group to capture anticipated long-term demand growth linked to South African infrastructure spending and population expansion.
Regulatory and closing conditions The SSA includes 26 precedent conditions, covering South African exchange-control clearance (FinSurv), local and cross-border competition approvals, debt refinancing, corporate authorisations and absence of material adverse change. As of the announcement date, only the execution of the security pledge and parent guarantee had been completed; all other conditions remain outstanding. Completion will trigger full consolidation of AfriSam into West China Cement’s financial statements.
Listing Rules classification The consideration ratios fall between 5 % and 25 % under Hong Kong Listing Rule 14.07, rendering the transaction “disclosable.” No shareholder vote is required, but investors are advised to exercise caution given outstanding conditions.
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