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SBL - Sable Holdings Limited - Claw-Back Rights Offer To Raise R35 Million SABLE HOLDINGS LIMITED (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA) (REGISTRATION NUMBER 1968/010636/06) ("SABLE" OR "THE COMPANY") SHARE CODE: SBL ISIN: ZAE000006383 CLAW-BACK RIGHTS OFFER TO RAISE R35 MILLION Introduction Sable has finalised the terms to raise approximately R35 million by way of a claw-back rights offer of 1 830 000 new ordinary shares of R0.50 each ("rights offer shares") to Sable ordinary shareholders at a subscription price of R19.13 per rights offer share ("subscription price") and in the ratio of one rights offer share for every one Sable share held ("rights offer"). The subscription price is at a premium of 12.53% to the closing price of Sable ordinary shares on 10 November 2008 of R17.00. 2. Claw-back Isdale Holdings BV ("Isdale"), the controlling shareholder of Sable, has agreed to advance the sum of R35 million and to subscribe for all the shares to the extent that the shareholders of Sable do not "claw back" their entitlement in terms of the rights offer, subject to the conditions precedent as set out in 3 below. 3. Conditions Precedent The subscription by Isdale is subject to the following conditions precedent: Sable shall have applied for the listing of the Letters of Allocation and the listing of the rights offer shares on the JSE, and the JSE shall have granted such listings; the Letters of Allocation and all relevant accompanying documents shall have been registered by the Registrar in accordance with the provisions of the Companies Act; and to the extent required, all necessary approvals shall have been obtained from all relevant regulatory authorities. 4. Purpose of the rights offer and use of proceeds Approximately half of the proceeds of the R35 million rights issue will be used to follow a rights offer in Vierfontein Properties (Pty) Ltd ("Vierfontein"), which owns vacant land in its Hazeldean development in the eastern suburbs of Pretoria. Sable is a 36% shareholder in Vierfontein. Vierfontein will use the cash injected initially to reduce short term loans and to further finance future retail, commercial and residential developments. The balance of the funds will be used in Sable Holdings to reduce short term debt and thereafter to finance further opportunities in the property market which are likely to arise in the next 18 to 24 months. 5. Salient terms of the rights offer The rights offer is being made on the basis that qualifying holders of Sable shares are offered 1 830 000 rights offer shares at a subscription price of R19.13 per rights offer share and in the ratio of one rights offer shares for every one Sable shares held on the record date. The subscription price is at a premium of 12.53% to the closing price of Sable shares on 10 November 2008 of R17.00. Upon their issue, the rights offer shares will be listed on the JSE and rank, pari passu, in all respects with the existing issued Sable shares. 6. Financial effects The pro forma financial effects of the rights offer are set out below. The pro forma financial effects have been prepared for illustrative purposes only to provide information on how the rights offer may have impacted on the results and financial position of Sable. Preparation of the pro forma financial effects is the responsibility of the directors. Because of their nature, the pro forma financial effects may not fairly present Sable`s financial position after the rights offer or the effects on future earnings: Before the After the Percentage rights offer rights change
30 June 2008 offer Earnings per share 376.1 326.21 -13.28 % (cents) Headline earnings per 219.4 200.61 -8.57% share (cents) Net asset value (cents 4 337 3 8803 -10.54% per share) Net tangible asset 4 337 3 8803 -10.54% value (cents per share) Number of shares in 8 170 000 10 000 000 22.40% issue Weighted average 7 378 000 9 208 000 24.80% number of shares in issue Notes and assumptions: Pro forma earnings and headline earnings are based on Sable`s published year end results ended 30 June 2008 after taking into account the following adjustments: R17,500,000 of interest bearing debt bearing interest at a average of 12.49% being repaid; R17,500,000 equity invested in associate company; R 400 000 transaction costs were included; and a company tax rate of 28%. The pro forma earnings figures illustrate the possible financial effects if the rights offer had been implemented on 1 July 2007. The net asset value and net tangible asset figures are based on the assumption that the rights offer happened on 30 June 2008. 7. Documentation A circular providing full details of the rights offer and incorporating the form of instruction to holders of Sable shares in certificated and dematerialised form will be posted to shareholders in due course. Johannesburg 11 November 2008 Sponsor: Sasfin Capital A division of Sasfin Bank Limited Date: 11/11/2008 14:24:01 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. 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.
