NCS - Nictus - Announcement of sale of Corporate Properties (PRORIETARY) Limited and withdawal of cautionary NICTUS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1981/001858/06) JSE Share code: NCS NSX Share code: NCT ISIN Code NA0009123481 ("Nictus" or "the company") ANNOUNCEMENT OF SALE OF CORPORATE PROPERTIES (PRORIETARY) LIMITED AND WITHDAWAL OF CAUTIONARY Announcement relating to the sale of shareholding of Corporate Properties (Proprietary) Limited ("Properties"), a wholly owned subsidiary Nictus Limited ("Nictus"), to Erastus Shipumba Properties CC ("ESP") in cash ("The Transaction"). Nictus is pleased to advise the finalisation of negotiations for the disposal of shareholding of Properties. Properties is a wholly owned subsidiary owning an office building in Windhoek (Namibia) leasing out office space to group companies. Nictus and its wholly-owned subsidiary Nictus Holdings Limited ("Holdings") have concluded an agreement with ESP to dispose of the shareholding of Properties for a cash amount of R22.2 million. The purchase price is payable on transfer of the shares in the name of ESP. The agreement is subject to the fulfilment of certain conditions, referred to below. This disposal provides the group with the opportunity to upgrade current properties held to achieve longer term growth potential and thus the funds emanating from the Transaction will be applied for development of property held elsewhere in the group. These investments in the other properties of the group, will lead to better utilization and profit growth in future. FINANCIAL IMPACT Based on the 31 March 2011 audited financial results, the net asset value of the subsidiary at group level will be R18.4m. The net profit attributable from the subsidiary at group level was R0.1m. The profit the group will make on the sale of the subsidiary based on the 31 March 2011 audited results will be R3.8m. The financial effect of sale of the property will have the following effect on the Group: Before After the sale of Properties Percentage Earnings per share (cents) 28.97 36.03 24.38% Headline earnings per share 29.12 36.18 24.26% (cents) Net asset value per share 208.51 225.55 8.17% (cents) Net tangible asset value 1 1 728.37 0.17% per share (cents) 725.42 Notes and assumptions: 1. The "Before" column is based on the audited consolidated statement of financial position of Nictus as at 31 March 2011 and consolidated statement of comprehensive income of Nictus for the year ended 31 March 2011 released on SENS on 29 June 2011. 2. The "After the sale of Properties" column presents the unaudited financial position after the disposal of the subsidiary at 31 March 2011, including a group adjustment in terms of IFRS 5 to illustrate the effect on the group after the reclassification and revaluation of the property in terms of the applicable IFRS. 3. The cash proceeds received have been utilised to reduce finance costs of borrowings at 9.75%. 4. Nictus will rent the property from the purchaser at a market related rental The Transaction is classified as a category 2 transaction in terms of the JSE Limited Listings Requirements. CONDITIONS PRECEDINT The Transaction is subject, inter alia, to the following conditions precedent: 1. By not later than 15 October 2011, the seller will issue the announcements in relation to the Transaction on the dates required in terms of the Listings Requirements of the JSE Limited. 2. That approval to this transaction be given by the shareholders of the company before or on 30 November 2011. 3. That approval by the Competition Commission of Namibia to this transaction be obtained on or before 30 November 2011. The Transaction will become effective on the day payment is received for the transfer of the shares. WITHDRAWAL OF CAUTIONARY Shareholders are referred to the cautionary announcement dated 31 August 2011, and are advised that since all the terms of the disposal, as required per section 9.15 of the JSE Listings Requirements, have been disclosed, caution is no longer required to be exercised by shareholders when dealing in their securities. Johannesburg 12 October 2011 Sponsor on the JSE: KPMG Sponsor on the NSX: Namibia Equity Brokers Date: 12/10/2011 09:28:29 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.