CULLINAN HOLDINGS LIMITED - Proposed acquisition of the tourism interests of the Imperial Group Limited and Further Cautionary Announcement

Proposed acquisition of the tourism interests of the Imperial Group Limited and Further Cautionary Announcement

Cullinan Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Share code: CUL ISIN: ZAE000013710
("Cullinan" or "the company")

Proposed acquisition of the tourism interests of
the Imperial Group Limited and further cautionary announcement

1. INTRODUCTION
   The board of directors of the company wishes to advise that Cullinan has
   entered into an agreement with Imperial Holdings Limited ("Imperial") in terms of
   which it will acquire the business of Springbok Atlas Coach Charter, Springbok
   Atlas Touring and Safaris (including Grosvenor Tours and Eastgate Safaris) and
   74.9% of the issued share capital of Silverton Travel (Pty) Ltd t/a Edusport ("the
   acquisition"). The acquisition is subject to the conditions precedent set out in
   paragraph 5 below.

2. NATURE OF BUSINESS AND RATIONALE FOR THE ACQUISITION
   The Imperial group operates a diversified tourism portfolio including Inbound
   Tourism, coach and vehicle charter as well as incentive, events and sports travel.
   The portfolio includes well-established brands in each of these sectors within
   South Africa and Namibia.

   The acquisition is in line with Cullinan's commitment to grow its portfolio of
   travel interests, both domestically and internationally. It increases the company's
   investment in tourism in South Africa and Namibia, and is particularly well
   timed to take advantage of the anticipated recovery in Inbound Tourism. The
   various business units will continue to operate independently under the current
   management team.

3. THE ACQUISITION
   Cullinan has, subject to the conditions precedent referred to in paragraph 5 below,
   acquired these tourism interests from Imperial for a consideration of R90 million, to
   be settled by the issue of 81 818 818 ordinary shares in the company at an issue
   price of 110 cents per share.

   The effective date of the acquisition is the first day of the month subsequent to the
   approval of the transaction by the Competitions Board.

   The agreement between the parties contains warranties that are usually found in
   agreements regarding transactions of this nature.

4. FINANCIAL EFFECTS OF THE ACQUISITION
   A further announcement will be issued detailing the financial effects of the
   acquisition once Competition Commission approval has been received.

5. CONDITIONS PRECEDENT
   The acquisition is subject to fulfilment or waiver of the following conditions
   precedent:
    - approval of the acquisition by the board of directors of the company;
    - approval of the disposal by Imperial; and
    - approval of the acquisition by the Competition Commission insofar as this may
      be necessary.

6. FURTHER CAUTIONARY ANNOUNCEMENT
   Shareholders are advised to continue to exercise caution when dealing in the
   company's securities until a further announcement containing the pro forma
   financial effects of the acquisition is published.

By order of the board

Johannesburg
17 July 2013

Sponsor
Arcay Moela Sponsors Proprietary Limited


Date: 18/07/2013 07:05:00 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.