DORBYL LIMITED - Third quarterly update regarding the suspension of Dorbyl

Third quarterly update regarding the suspension of Dorbyl

Dorbyl Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")

THIRD QUARTERLY UPDATE REGARDING THE SUSPENSION OF DORBYL

Shareholders are referred to the announcements on SENS on:

  -   1 November 2012 in which shareholders were advised that the
      listing of Dorbyl’s securities have been suspended
      following the Company’s failure to comply with JSE
      Limited’s (“JSE”) Listings Requirements (“the Listings
      Requirements”) by not submitting its annual financial
      statements timeously (“the Suspension Announcement”);

  -   5 April 2013 and 9 July 2013, in which shareholders were
      provided with a first and quarterly update, respectively,
      regarding the suspension (“the Quarterly Updates”); and

  -   24 June 2013 in which shareholders were advised of the
      posting of a notice in terms of section 60 of the Companies
      Act, 2008, as amended, containing an ordinary resolution
      proposed by the board of directors of Dorbyl (“the Board”)
      in respect of an increase in the borrowing powers of the
      Company (“the Section 60 Notice”).

As indicated in the Quarterly Updates, subsequent to the release
of the Suspension Announcement, Dorbyl submitted its annual
financial statements (“AFS”) to the JSE and distributed same to
shareholders on 19 November 2012 which AFS contained an adverse
audit opinion (“Adverse Audit Opinion”). The Adverse Audit
Opinion was based on the outcome of a going concern assessment
of Dorbyl at the time which assessment indicated that the
Company would be dependent upon a recapitalisation during 2013
to continue its operations (“the Recapitalisation”). The Adverse
Audit   Opinion  further   indicated  non-compliance   with  the
International Financial Reporting Standards and thus non-
compliance with paragraph 8.62(b) of the Listings Requirements,
which non-compliance must be remedied in order to pursue the
lifting of Dorbyl’s suspension. In pursuance of, inter alia, the
Recapitalisation, the Company distributed the Section 60 Notice
to shareholders to seek their approval of the ordinary
resolution proposed by the Board to increase Dorbyl’s borrowing
powers which approval was obtained by the requisite majority of
shareholders as announced on SENS on 31 July 2013. Accordingly,
shareholders are advised that the Company is still engaged in
the process of pursuing the Recapitalisation which is required
to simultaneously address the Adverse Audit Opinion and the
lifting of the suspension.

Discussions relating to the Recapitalisation remain ongoing and
shareholders will be kept duly informed of any further
developments insofar as the lifting of the suspension is
concerned.


Johannesburg
18 November 2013

Sponsor to Dorbyl:   PSG Capital Proprietary Limited

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