Masonite Africa : 28 January 2016 - Extension of Time to Submit Business Rescue Plan

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MASONITE (AFRICA) LIMITED

(Incorporated in the Republic of South Africa) (Registration number 1942/015502/06) Share code: MAS ISIN: ZAE000004289

("Masonite" or "the Company")

NOTICE TO ALL AFFECTED PERSONS OF MASONITE (AFRICA) LIMITED ("The Company") REGISTRATION NUMBER: 1942/015502/06

(Under supervision)

APPLICATION IN TERMS OF SECTION 150(5) OF THE COMPANIES ACT 71 OF 2008 FOR AN EXTENSION OF TIME TO PUBLISH THE BUSINESS RESCUE PLAN

Application is hereby made by the Business Rescue Practitioner in terms of Section 150(5) of the Companies Act 71 of 2008 ("the Act"), for an Extension of Time to publish the Business Rescue Plan, which is due to be published within 25 days of the appointment of the Business Rescue Practitioner. In this instance, the 4th of February 2016.

In terms of Section 150(5) of the Act, an Extension of Time to publish the Business Rescue Plan can be allowed in one of two ways, namely:

1. By the High Court, on application by the Company.

   
   

2. By the holders of the majority of the Creditors' voting interests, voting in favour of the Extension of Time to publish the Business Rescue Plan.

To curtail costs, I have elected to obtain the extension from Creditors who are requested to vote, for or against the Extension of Time.

At the Creditors' Committee Meeting held on the 27th of January 2016, the Committee unanimously supported the application for an Extension of Time to lodge the Business Rescue Plan.

Attached to this Notice is a Voting Ballot. Kindly complete and indicate your preference (for or against the Extension of Time) and return it to the Business Rescue Practitioner, at the following e-mail address: [e-mail].

The reasons for the request for the Extension of Time within which to publish the Business Rescue Plan are inter alia the following:

1. PCF finance has been provided by a Commercial Bank to meet the Company's obligations including payment of its Creditors, at the date of the commencement of the voluntary Business Rescue proceedings (22nd of December 2015) against registration of a Mortgage Bond over the plantations.

   
   

2. This will allow the business conducted by the Company, including its forestry business and the production mill in Estcourt to continue operating whilst the BRP invites interested parties and investors to bid for the business or parts thereof.

   
   

3. A Transaction Advisor has been appointed to assist with the transaction process.

   
   

4. Due to the complexities of the process, including allowing Investors to conduct a due diligence of the business, coupled with the number of parties who have expressed an interest, it is envisaged that this transaction process will take 3 months before any definitive agreement is signed.

   
   

5. It is premature to formulate the Plan until a transaction is in place and a definitive agreement is signed.

   
   

6. Provided the appropriate securities are registered at the Deeds Registry timeously to secure the PCF loan, agreed Creditors' claims will be settled by 29 February 2016. Creditors will not be prejudiced by allowing the extension and the transparent transaction method will ensure that the best possible price is achieved for the business or parts thereof.

Accordingly, the BRP recommends that the Business Rescue Plan be published on or before the 30th of April 2016. If circumstances permit, it will be done sooner.

Kindly return the attached Voting Ballot before 12 noon on 2 February 2016 specifying your election by returning it by e-mail to: [e-mail] . Should you not respond before the deadline, it will be assumed that you have no objections to the Extension.

Shareholders are reminded that the decision on the Extension of Time to publish the Plan is determined by the holders of a majority of the Cr edit ors' voting interests.

PIERRE DE VILLIERS BERRANGÉ SENIOR BUSINESS RESCUE PRACTITIONER Date: 28 January 2016 Sponsor

Nedbank Corporate and Investment Banking