RBA HOLDINGS LIMITED - Further operational update

Further operational update

RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
(JSE code: RBA ISIN: ZAE000104154)
(“RBA” or “the company”)

FURTHER OPERATIONAL UPDATE

Steps to improve liquidity

The company would like to advise shareholders that in order to further improve the company's
liquidity and working capital position in anticipation of a planned recapitalisation transaction, the
company has raised R 7 million; R 4 million via a general issue of shares for cash at 10 cents per
share to various investors as set out below and a R 3 million short term loan from a major
shareholder.

General issue for cash

In accordance with ordinary resolution number 6 (General Authority to Issue Shares for Cash) as
approved at the company’s annual general meeting held on 29 July 2014, the company raised R 4
million via a general issue of shares for cash at 10 cents per share.

As the issues of the new shares represent a 6.51% increase in the issued ordinary share capital of
the company, this disclosure is made in terms of Section 11.22 of the JSE Limited’s Listings
Requirements:

   -    10 000 000 ordinary shares in the company were issued in equal portions to J Pienaar, JDL
        Pienaar and Wielie Walie Trust on 14 August 2014 at an issue price of 10 cents per ordinary
        share which represented a 6.45% premium to the 30 day volume weighted average price
        ('VWAP') for the period ended 20 June 2014, being the date the issue price was agreed upon
        by the directors.

   -    30 000 000 ordinary shares in the company will be issued to Zachary Capital LP on 3 October
        2014 at an issue price of 10 cents per ordinary share which represented a 39% premium to
        the 30 day VWAP for the period ended 22 September 2014, being the date the issue price
        was agreed upon by the directors.

Financial effects of the general issues of shares

The table below sets out the unaudited pro forma financial effects of the general issues of shares
for cash on the earnings, headline earnings, net asset value and tangible net asset value per RBA
share:


                                                     Before           After          Change (%)
                                                    (cents) (1)    (cents) (2) (3)

 Earnings per share (cents)(2)                        (3.32)          (3.11)           6,3%

 Headline earnings per share (cents) (2)              (3.27)          (3.07)           6,3%

 Net asset value per share (cents) (3)                (2.77)          (3.22)           16,4%
                                                
 Tangible net asset value per share (cents) (3)       (2.77)           (3.22)          16,4%

 Weighted average number of shares in issue         599,182,577     639,182,577         6,7%
 (‘000)

 Total shares in issue – excl. share incentive      599,182,577     639,182,577         6,7%
 scheme


1. The “before” column is extracted from the unaudited interim results of RBA for the period ended 30 June 2014.
2. The earnings and headline earnings per share “after” column was calculated as if the issues took place on 1 January
2014.
3. The net asset value and net tangible asset value per share “after” column was calculated as if the 40 000 000 shares
were issued and the cash was received on 30 June 2014.



The pro forma financial effects above are the responsibility of the company’s directors and have
been prepared for the purposes of illustrating how the general issues for cash would have affected
the relevant financial results and position of RBA for the historical financial period indicated and on
a pro forma basis. Accordingly, such effects do not necessarily represent a true reflection of the
financial effects of the general issues on RBA’s current and future earnings.


Johannesburg
30 September 2014

Designated Adviser
Exchange Sponsors

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