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Rolfes Holdings Limited - Dealings By Associates Of A Director Of Rolfes And Notification In Terms Of Section 122 (3) Of The Companies Act And

Release Date: 03/03/2016 09:20:00      Code(s): RLF     
ROLFES HOLDINGS LIMITED
Registration number 2000/002715/06
Share Code: RLF
ISIN Code: ZAE000159836
(?Rolfes?)


DEALINGS BY ASSOCIATES OF A DIRECTOR OF ROLFES AND NOTIFICATION IN TERMS OF SECTION
122 (3) OF THE COMPANIES ACT AND SECTION 3.83 (B) OF THE JSE LISTINGS REQUIREMENTS

An associate entity of M Teke, a director of Rolfes, Masimong Group Holdings Proprietary Limited (?Masimong
Group?) has transferred its investment in Masimong Chemicals Proprietary Limited (?Masimong Chemicals?) into a
new entity, Business Venture Investments No. 1875 Proprietary Limited (?Business Venture?) (also an associate of
M Teke and wholly owned by Masimong Group). In addition, Business Venture has acquired a further economic
interest in Rolfes through the acquisition of participating preference shares in Masimong Chemicals linked to the
value of Rolfes? shares. Masimong Chemicals continues to hold a shareholding in Rolfes of 52 749 000 ordinary
shares.

In accordance with the requirements of paragraph 3.63 to 3.74 of the JSE Limited Listings Requirements the
following dealings in Rolfes Ordinary Shares should be noted:

 Name of director                                        M Teke

 Name of associate of director                           Business Venture
 Nature of transaction                                   Purchase of preference shares in Masimong
                                                         Chemicals. The rights attached to the preference
                                                         shares are linked to the performance of Rolfes
                                                         ordinary shares*

 Nature of interest                                      Indirect beneficial

 Clearance to deal                                       n/a

 Date of transaction                                     29 February 2016

 Number of shares                                        1 429 Masimong Chemicals preference shares
                                                         providing economic exposure to 7 500 000 Rolfes
                                                         ordinary shares

 Total value of transaction                              R23 518 517.81

 Price                                                   R3.14 (implied price per Rolfes ordinary share to
                                                         which the preference shares provide economic
                                                         exposure)

* Sabvest Finance and Guarantee Corporation Proprietary Limited simultaneously acquired an equal amount of
shares to those acquired by Business Venture.

 Name of director                                        M Teke

 Name of associates of director                          Business Venture (purchaser) and Masimong Group
                                                         (seller)

 Nature of transaction                                   Purchase and sale by the respective associates
                                                         above of preference shares and ordinary shares in
                                                         Masimong Chemicals. The rights attached to the
                                                         preference shares are linked to the performance of
                                                         Rolfes ordinary shares

 Nature of interest                                      Indirect beneficial

 Clearance to deal                                       n/a

 Date of transaction                                     29 February 2016
 Number of shares                                        4 284 Masimong Chemicals preference shares
                                                         providing economic exposure to 22 479 000 Rolfes
                                                         ordinary shares

                                                         120 Masimong Chemicals ordinary shares
 Total value of transaction                              R67 437 000.00

 Price                                                   R2.99 (implied price per Rolfes ordinary share to
                                                         which the preference shares provide economic
                                                         exposure)

                                                         R0.01 (implied price per Rolfes ordinary share to
                                                         which the ordinary shares provide economic
                                                         exposure)


The above transactions took place off market.

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (?the Act?), and section 3.83(b) of the JSE
Limited Listings Requirements, holders of ordinary shares in the Company are advised that as set out above,
Business Venture has acquired a beneficial interest in Rolfes by virtue of the provisions of section 56(2)(d) of the
Act. Therefore, as Masimong Chemicals has a beneficial interest in Rolfes then Masimong Group and Business
Venture are deemed to have a beneficial interest in the Company in terms of section 56(2)(d) of the Act.

Rolfes hereby confirms that it has received the required notices in terms of section 122(3)(a) of the Act, and that it
has filed the required notices with the Takeover Regulation Panel.


3 March 2016
Johannesburg

Sponsor
Grindrod Bank Limited

Date: 03/03/2016 09:20:00 Supplied by www.sharenet.co.za                     
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