RBA HOLDINGS LIMITED - Acquisition of properties for development purposes

Acquisition of properties for development purposes

RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
(JSE code: RBA ISIN: ZAE000104154)
(“RBA” or “the company”)



ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES

    1.   Introduction and rationale for the acquisition

         Shareholders are advised that a wholly owned subsidiary of RBA, namely Groundbase Professional Land
         Development Services (Pty) Ltd (the “Purchaser”) has entered into an agreement with Plot 66 Sterkloop (Pty)
         Ltd (the “Seller”) for the acquisition of two properties (the “Properties”) for purposes of developing affordable
         housing (the “Acquisition”) with the effective date 31 January 2014, subject to the fulfilment of a suspensive
         condition.

         The Properties are adjacent to RBA’s current developments in Southern Gateway, Polokwane, where
         approximately 350 units have already been sold to date. The Property will add substantial further
         opportunities over and above the remaining 100 stands in the existing phases of this development.

    2.   Description of the Properties

         The Properties are the remaining extent of portion 3 of the farm Sterkloop number 688 (14,8193 Hectares)
         and portion 66 of the farm Sterkloop number 688 (21,7374 Hectares).

    3.   Terms and conditions of the acquisition

         The aggregate purchase price of the Properties amounts to R20 500 000,00 (excluding VAT) and the
         agreement is subject to the Purchaser obtaining acceptable loan finance on or before 30 April 2014 of an
         amount of not less than the purchase price. Shareholders will be informed once the suspensive condition
         has been fulfilled.

    4.   Unaudited pro forma financial effects of the acquisition

         The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide
         information about how the acquisition 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 acquisition. The unaudited pro forma financial effects are
         based on the financial information of RBA for the 6 month period ended 30 June 2013. The directors of RBA
         are responsible for the preparation of the unaudited pro forma financial effects.




                                                 Before the acquisition   Pro forma After the     Change
                                                 reviewed 30 June         acquisition 30 June
                                                 2013                     2013

 Earnings / (loss) per share (cents)             (2.53)                   (2.70)                  (6.72%)

 Headline earnings / (loss) per share            (2.68)                   (2.84)                  (5.97%)
 (cents)

 Net asset value per share (cents)               10.34                    10.34                   -

 Net tangible asset value per share              10.07                    10.07                   -
 (cents)
 Weighted average shares in issue             443 191 659               443 191 659            -

 Number of shares in issue at period end      560 115 176               560 115 176            -



Notes:
             1.   For the purpose of calculating the earnings and headline earnings / (loss) per share, it is assumed
                  that the acquisition was implemented on 1 January 2013 and for the purpose of calculating the net
                  asset value and the net tangible asset value per share, it is assumed that the acquisition was
                  implemented on 30 June 2013.
             2.   The “Before the acquisition” column has been extracted without adjustment, from the results of RBA
                  for the period ended 30 June 2013.
             3.   The “After the acquisition” net asset value per share and net tangible asset value per share includes
                  the asset acquired and an increase in short term liabilities of R20,5 million.
             4.   The “After the acquisition” earnings / (loss) per share and headline earnings / (loss) per share
                  includes the after tax effect of an interest charge at 10% for the period 1 January 2013 to 30 June
                  2013.

   5.    Categorisation of the acquisition

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



Johannesburg
3 February 2014
Designated Adviser: Exchange Sponsors

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