STRATCORP LIMITED - DISPOSAL OF PROPERTY AND FURTHER CAUTIONARY ANNOUNCEMENT

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StratCorp Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2000/031842/06)
(Share Code: STA ISIN Code: ZAE00034294)
("StratCorp" or "the Company")



         DISPOSAL OF PROPERTY AND FURTHER CAUTIONARY ANNOUNCEMENT

1.     INTRODUCTION


       Shareholders are referred to the cautionary announcements issued on 28 May 2012 and
       renewed on 10 July 2012. Shareholders are informed that WealthNet (Pty) Limited ('the
       Seller'), a wholly owned subsidiary of StratCorp Property Holdings Limited, which in turn is a
       wholly owned subsidiary of StratCorp, has entered into a Sale Agreement, subject to certain
       conditions precedent, for the sale of the Soldonne sectional title units as described below ('the
       transaction' or 'the disposal').


       The transaction encompasses the sale of 53 sectional title units of the Sectional Scheme
       Soldonne, with the following scheme numbers: SS820/2008, SS1030/2008, SS64/2009
       together with the undivided share in the common property, as well as the relevant exclusive
       use areas, situated on Erf 8611, The Orchards Extension 33, City of Tshwane Metropolitan
       Municipality ('the Property').

2.     RATIONALE FOR THE DISPOSAL


       StratCorp undertook a number of property developments up to 2008. These 53 residential
       units are the remaining units of the 134 units developed by StratCorp through the Seller in
       2007 to 2008. StratCorp recently decided to dispose of the units as a portfolio at the best
       possible price. Various parties were approached.


       The sale proceeds of the Property will be used to reduce the Company's debts and to
       strengthen the Company's cash resources.

3.     TERMS AND CONDITIONS OF THE DISPOSAL


3.1.   On 13 July 2012 the Seller entered into a Sale Agreement for the sale of the Property
       'voetstoots' to SAB&T Properties (Pty) Limited ('the Purchaser').


3.2.   The purchase price payable for the Property is R 15 681 805 inclusive of VAT and any other
       taxes that may become payable as a result of the transaction.


3.3.   The purchase price will be payable in full to the Seller against registration of transfer of the
       Property into the name of the Purchaser.


3.4.   The Purchaser shall, within 5 days after fulfilment or waiver of all suspensive conditions
       (except for condition 4.2 below), lodge a guarantee with the conveyancer for the purchase
       price.


3.5.   Most of the units are let to third parties in terms of incidental short-term lease agreements. The
       Seller ceded and assigned all its rights, title, interest and obligations in terms of the said lease
       agreements to the Purchaser with effect from the date of registration of transfer.


4.     SUSPENSIVE CONDITIONS


       The disposal of the Property is conditional upon the fulfilment of the following outstanding
       Suspensive Conditions by 15 August 2012, or such other date as the parties agree to in
       writing:

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4.1.   approval of the transaction by the board of directors of StratCorp;


4.2.   approval of the transaction by the shareholders of StratCorp;


4.3.   approval of the transaction by the board of directors of the Purchaser;


4.4.   successful completion of a due diligence performed on the Property by the Purchaser;


4.5.   the Purchaser obtaining finance of not less than R12 million in order to fund the purchase; and


4.6.   any other regulatory approvals that may be required to give effect to the transaction.


5.     CATEGORISATION OF THE TRANSACTION AND CIRCULAR TO SHAREHOLDERS


       The transaction is categorised, in terms of the JSE Limited's Listings Requirements, as a
       Category 1 transaction and requires shareholders' approval. Accordingly, a circular, containing
       a notice of a general meeting of shareholders, will be dispatched to shareholders in due
       course.


       The Purchaser is a company owned by the partners of the current auditors of StratCorp.
       Although the Purchaser does not technically fall within the definition of 'related party' as set
       out in Section 10 of the JSE's Listings Requirements, StratCorp decided to treat the
       transaction as a disposal to a related party. The transaction therefore requires a valuation
       report by an independent registered valuer. StratCorp will obtain an independent accountant's
       report in respect of the financial effects of the transaction.


       The transaction is not a disposal as defined in section 112 of the Companies Act, 2008.

6.     FURTHER CAUTIONARY ANNOUNCEMENT


       The financial effects of the transaction will be announced as soon as possible. Shareholders
       are advised to continue exercising caution when dealing in the Company's securities until such
       announcement is made.

7.     FURTHER ANNOUNCEMENT


       Shareholders will be notified once the transaction becomes unconditional.


Centurion
18 July 2012

Designated Adviser
Exchange Sponsors


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