ERBACON INVESTMENT HOLDINGS LIMITED - Directors resolution to apply for winding up of the company and further cautionary announcement

Directors resolution to apply for winding up of the company and further cautionary announcement

Erbacon Investment Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 2007/014490/06)
Share code: ERB ISIN: ZAE000111571
(“Erbacon” or “the Company”)

DIRECTORS RESOLUTION TO APPLY FOR WINDING-UP OF THE COMPANY
AND FURTHER CAUTIONARY ANNOUNCEMENT

1.    Exercise of Security over Civcon Shares

1.1    Shareholders are referred to the announcement issued
       on 2 October 2013 notifying them that the Company’s
       major guarantee provider had indicated to the Company
       that it would exercise its rights over the shares in
       Civcon Construction (Pty) Limited (“Civcon”) (“Civcon
       Shares”), which Civcon Shares had been pledged to the
       major guarantee provider as security for the financial
       facilities made available to the Company by the major
       guarantee provider (“Pledge”). The major guarantee
       provider duly exercised its rights in terms of the
       Pledge and is therefore entitled to dispose of the
       Civcon Shares.

1.2    The announcement further indicated that the value to
       be realised by the Company on the transfer of the
       Civcon shares was under negotiation, however the net
       effect was likely to be a material decrease in the net
       tangible asset value of the Company compared to the
       position as at 28 February 2013.

1.3    Shareholders are hereby advised that an agreement has
       been reached with the Company’s major guarantee
       provider,   Civcon,   Civcon   Holdings(Pty)   Limited
       (“Civcon Holdings”) and the Company, in terms of which
       the major guarantee provider disposed of the Civcon
       Shares to Civcon Holdings and in terms of which, in
       exchange for consenting to the disposal, the Company
       has been released of all its indebtedness and other
       potential liabilities relating to its subsidiaries to
       the guarantee provider and its liabilities in respect
       of its loan account with Civcon.

1.4    The above disposal will be implemented with effect
       from 31 October 2013. The effect of implementing the
       above will be that the Company will not have any other
       operational assets left and will therefore be unable
       to continue to conduct its business. The further
       effect will be that the Company’s liabilities will
       exceed its assets.

2.    Directors Resolution to Wind-up the Company

2.1    The remaining directors of the Company have considered
       the financial position of the Company and the
       potential for it to continue to operate. The directors
       have concluded that, taking into account the options
       available to the Company, it is unable to continue as
       a going concern. The directors have therefore resolved
       to take the necessary actions for the Company to be
       wound-up.

3.    Further Cautionary Announcement

      Further announcements regarding the winding-up of the
      Company will be made in due course and shareholders are
      advised to continue to exercise caution when dealing in
      the Company’s securities.


30 October 2013
Johannesburg

Designated adviser: PSG Capital Proprietary Limited

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