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TAS - Taste Holdings Limited - Financial effects and funding of the acquisition of the Fish & Chip Co. business and withdrawal of the cautionary announcement TASTE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/002239/06) JSE code: TAS ISIN: ZAE000081162 Taste" or "the company" FINANCIAL EFFECTS AND FUNDING OF THE ACQUISITION OF THE FISH & CHIP CO. BUSINESS AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders are referred to the announcement, dated 8 November 2011, relating to the proposed acquisition by Taste, through its wholly owned subsidiary Buon Gusto Cuisine (Pty) Limited, of the business operated by the The Traditional Fish & Chips (Pty) Limited under the name The Fish & Chip Co. ("the acquisition"). 2. FUNDING OF THE ACQUISITION Taste will fund the purchase consideration through a vendor consideration placing of 24 million Taste ordinary shares at R1.54 per share ("the vendor consideration placing shares") and debt funding for the balance. Taste has received irrevocable commitments from an investor to subscribe for the vendor consideration placing shares. 3. UNAUDITED PRO FORMA FINANCIAL EFFECTS The unaudited pro forma financial effects set out below are provided for illustrative purposes only to assist the shareholders of Taste to assess the impact of the acquisition on the earnings per share ("EPS"), headline earnings per share ("HEPS"), diluted earnings per share ("DEPS"), diluted headline earnings per share ("DHEPS"), net asset value per share ("NAVPS") and net tangible asset value per share ("NTAVPS") of Taste. These unaudited pro forma financial effects have been disclosed in terms of the JSE Listings Requirements and because of their nature may not give a fair presentation of Taste`s results and financial position after the acquisition. The unaudited pro forma financial effects are the responsibility of the directors of Taste and are presented in a manner consistent with the accounting policies adopted by Taste. Before After Change EPS (cents) 3.1 4.7 51.6% HEPS (cents) 3.1 4.7 51.6% DEPS(cents) 3.0 4.4 46.7% DHEPS(cents) 3.0 4.4 46.7% NAVPS(cents) 69.6 80.1 15.1% NTAVPS (cents) 29.4 15.4 (47.6)% Weighted average number of 170 161 194 161 shares in issue (000) Diluted weighted average 179 815 203 815 number of shares in issue (000) Shares in issue at period 170 161 194 161 end (000) Notes: 3.1 The EPS, HEPS, DEPS, DHEPS, NAVPS and NTAVPS, as set out in the "Before" column of the table, have been extracted from Taste`s interim results for the six months ended 31 August 2011. 3.2 EPS, HEPS, DEPS and DHEPS effects are based on the following assumptions and information: - the acquisition was effective on 1 March 2011; - the maximum purchase price of R66 million was paid on 1 March 2011 by way of a cash payment, which cash payment was financed through a vendor consideration placing of 24 million Taste shares at R1.54 per share (totaling R36.96 million) and borrowings of R29.04 million incurring interest at 9% per annum pre tax; - estimated transaction costs of R0.5 million were expensed; - an intangible asset amortisation charge of R0.6 million for the period; and - total after tax profit attributable to The Fish & Chip Co. of R5.8 million for six months based on management accounts for the six months ended 31 August 2011, adjusted to be consistent with the accounting policies adopted by Taste. Taste is satisfied with the quality of the management accounts; and - all adjustments, with the exception of the transaction cost adjustment, are expected to have a continuing effect. 3.3 NAVPS and TNAVPS effects are based on the following assumptions and information: - the acquisition was effective on 31 August 2011; - the maximum purchase price and transaction costs were paid on 31 August 2011 in the manner described in 3.2 above; and - the revaluations and allocations that may arise from the application of IFRS 3 (Business Combinations) have not been made as this will only be finalised in due course. The pro forma financial information has thus been prepared on the basis that the excess of the purchase price over the net asset value acquired will comprise intangible assets to the value of R12 million, which are amortised over 10 years, and goodwill of R44.6 million, which is not amortised. 4. CLASSIFICATION OF THE ACQUISITION In terms of the JSE Listings Requirements, the acquisition is classified as a category 2 transaction and accordingly shareholder approval is not required. 5. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT Having regard to the information set out above, the cautionary announcement is hereby withdrawn. Johannesburg 8 December 2011 Sponsor Vunani Corporate Finance Legal advisor to Taste Mahons Attorneys Date: 08/12/2011 08:30:01 Supplied by www.sharenet.co.za 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. 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