SHERBOURNE CAPITAL LIMITED - Unaudited pro forma financial effects regarding the acquisition of Applemint Properties 116 (PTY) Limited

Unaudited pro forma financial effects regarding the acquisition of Applemint Properties 116 (PTY) Limited

Sherbourne Capital Limited
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: SHB ISIN: ZAE000165403
("Sherbourne" or the “Company”)

UNAUDITED PRO FORMA FINANCIAL EFFECTS REGARDING THE ACQUISITION OF APPLEMINT PROPERTIES 116 (PTY)
LIMITED

1. Introduction

On 22 April 2013, Sherbourne entered into an agreement with 1886 Holdings (Pty) Ltd (“1886”) to acquire the
entire issued ordinary share capital of Applemint Properties 116 (Pty) Ltd (“Applemint”), (the "Agreement”), for a
total purchase consideration of R3 700 000 to be settled by a cash payment of R3 000 000 (Three Million Rand) and
the remaining R700 000 (Seven Hundred Thousand Rand) through the issue of 70 000 000 Sherbourne ordinary
shares (the "Transaction”), resulting in 1886 holding 8.22% of the proposed enlarged shareholding of Sherbourne.

2. Financial Effects of the transaction on Sherbourne for the six months ended 30 June 2013

The unaudited pro forma financial effects of Sherbourne before and after the Transaction are based on the
reviewed interim results of Sherbourne for the six months ended 30 June 2013. The financial information utilised
for Applemint was their reviewed interim results for the six months ended 31 August 2013. The unaudited pro
forma financial effects are the responsibility of Sherbourne’s Directors.

Due to the nature of the unaudited pro forma financial effects, they may not fairly present Sherbourne’s financial
position and the results of its operations after the Transaction. The financial effects do not purport to be indicative
of what the financial results would have been had the Transaction been implemented on a different date. The
unaudited pro forma financial information has been presented in a manner consistent in all respects with IFRS and
Sherbourne’s accounting policies applied consistently through out the period.

The financial effects of the Transaction calculated on Sherbourne are set out below

                                          SHB Reviewed       Pro Forma After Applemint        % change
                                                Before             acquisition "After A"

Earnings per share (cents)                         (0.09)                        (0.11)         -22%

Headline earnings per share (cents)                (0.09)                        (0.11)         -22%

Net asset value per share (cents)                   0.98                          0.95            3%
Net tangible asset value per share
(cents)                                             0.98                          0.52           47%

Weighted number of shares                    781,875,000                   851,875,000            9%

Number of shares in issue                    781,875,000                   851,875,000            9%
Notes:

    1.   The “% Change” column of the table is the result of the actual calculations whereas the “Before the
         Transaction” and “After the Transaction” columns of the table are rounded figures, as reflected in the
         interim reviewed results of Sherbourne for the six months ended 30 June 2013.
    2.   The EPS and HEPS in the “Before the Transaction” column of the table are based on the reviewed
         statement of comprehensive income of Sherbourne for the six months ended 30 June 2013, based on 781
         875 000 Sherbourne shares in issue (being the weighted number of ordinary shares in issue for period
         ended 30 June 2013.

    3.   The EPS and HEPS in the “After the Transaction” column of the table are based on 851 875 000
         Sherbourne ordinary shares in issue and the assumptions that:

                  the Transaction became effective on 1 January 2013 and the purchase price was settled on that
                  date;

                  the purchase price was settled through the issue of 70 000 000 Sherbourne ordinary shares at 1
                  cents and R3 000 000 in cash.
    4.   The NAV and TNAV in the “Before the Transaction” column of the table are based on the reviewed
         statement of financial position of Sherbourne for the six months ended 30 June 2013 with 781 875 000
         Sherbourne shares in issue.
    5.   The NAV and TNAV in the “After the Transaction” column of the table are based on the assumptions that
         the Transaction was completed on 30 June 2013 with 851 875 000 Sherbourne ordinary shares in issue
         and the purchase price was settled through the issue of 70 000 000 Sherbourne ordinary shares at 1 cent.

    6.   No amortisation of intangibles or impairment of goodwill has been assumed.
    7.   All share transactions have been accounted for in terms of IFRS3 at fair value at the ruling price of 1 cent.
    8.   The pro forma financial effects have been reviewed by Sherbourne’s auditors.


Sandton
23 January 2014
Designated Advisor: Bridge Capital

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