RBA HOLDINGS LIMITED - Disposal of Property

Disposal of Property

                                               RBA Holdings Limited
                                   (Incorporated in the Republic of South Africa)
                                       (Registration number 1999/009701/06)
                                   JSE Share Code: RBA ISIN: ZAE000104154
                                                (“RBA” or “the company”)



                                            DISPOSAL OF PROPERTY


1.   INTRODUCTION

     On 18 July 2012, RBA announced that RBA Executive Homes (Pty) Ltd, a wholly owned subsidiary of RBA,
     has accepted an offer to sell Erf 1188, Beverly Extension 64 Township, City of Johannesburg (“the
     property”) (“the disposal”) to Shell South Africa Marketing (Pty) Ltd(“the purchaser”). The offer had been
     subject to certain suspensive conditions which have been fulfilled and a formal sale agreement has
     consequently been entered into by the parties on 10 October 2012.

2.   RATIONALE FOR THE DISPOSAL

     The property was acquired by RBA Executive Homes (Pty) Ltd with a view to establishing a more
     upmarket development. RBA Executive Homes is no longer operational and over time the property has
     become better suited for commercial purposes which is not RBA’s core business and therefore is not
     viewed as a strategic asset for residential development. The proceeds from the sale will provide a cash
     flow injection and will be utilised to settle certain liabilities.

3.   DESCRIPTION OF THE PROPERTY

     The property is situated along William Nicol Drive in Fourways, Johannesburg.

4.   TERMS AND CONDITIONS OF THE DISPOSAL

4.1 RBA agreed to dispose of the property for R 7 410 000, inclusive of VAT, payable upon registration of
    transfer of the property into the name of the purchaser.

4.2 The property was sold voetstoots and without any warranties, but subject to all conditions and servitudes
    mentioned in the title deed or any town planning scheme.


5.   UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL

     The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide
     information about how the disposal may have impacted on RBA’s results and financial position. The pro
     forma financial effects have been prepared in accordance with International Financial Reporting Standards.
     Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the
     company’s results and financial position after the disposal. The unaudited pro forma financial effects are
     based on the unaudited financial information of RBA for the 6 month period ended 30 June 2012. The
     directors of RBA are responsible for the preparation of the unaudited pro forma financial effects.




                                                             Before the            Pro forma After the
                                                              disposal              disposal unaudited
                                                             unaudited                  30 June 2012
                                                            30 June 2012                                    Change

     Earnings per share (cents)                                      0.13                        0.50        284.6%
     Headline earnings per share (cents)                             0.44                        0.44            0%
     Net asset value per share (cents)                              16.21                       16.53          1.97%
     Net tangible asset value per share (cents)                     14.44                       14.76          2.22%
     Weighted average shares in issue                         369 360 312                 369 360 312
     Number of shares in issue at period end                  429 976 189                 429 976 189



    Notes:
         (1) For the purpose of calculating the earnings and headline earnings per share, it is assumed that the disposal
             was implemented on 1 January 2012 and for the purpose of calculating the net asset value and the net
             tangible asset value per share, it is assumed that the disposal was implemented on 30 June 2012.
         (2) The "Before the disposal" column has been extracted without adjustment, from the unaudited interim results
             of RBA for the period ended 30 June 2012.
         (3) The "After the disposal" earnings per share includes an after tax profit on the disposal of R1,4 million. This
             profit has been deducted for the calculation of headline earnings per share.
         (4) The "After the disposal" net asset value and net tangible asset value per share have been adjusted to
             exclude the value of the property.


6   CATEGORISATION OF THE DISPOSAL

    The disposal is categorised, in terms of the JSE Limited’s Listings Requirements, as a Category 2
    transaction and does not require shareholders’ approval.


    16 October 2012
    Johannesburg


    Designated Adviser
    Exchange Sponsors

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