RBA HOLDINGS LIMITED - Application for business rescue received and cautionary announcement

Application for business rescue received and cautionary announcement

RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1999/009701/06)
(Share Code: RBA ISIN Code: ZAE000199642)
(“RBA” or “the Company”)

APPLICATION FOR BUSINESS RESCUE RECEIVED AND CAUTIONARY
ANNOUNCEMENT

NOTIFICATION TO THE SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTIONS
131(2)(b) AND 6(11)(b) OF THE COMPANIES ACT NO. 71 OF 2008, AS AMENDED (“the
Act”), AS READ WITH REGULATIONS 7 AND 124 OF THE ACT
1.    Shareholders of the Company are hereby notified that the trustees for the time being
      of the Housing Impact Fund South Africa Trust (“the trustees”) have applied to the High
      Court of South Africa, Gauteng Local Division, Johannesburg (“the High Court”), for an
      order placing the Company under supervision and commencing business rescue
      proceedings in terms of section 131(1) of the Act and appointing Trevor Glaum as the
      business rescue practitioner of the Company (“the application”). A similar application
      has been made in respect of the Company’s wholly owned subsidiary, RBA
      Developments (JHB) Proprietary Limited (“RBA Developments”).

2.    The Housing Impact Fund South Africa (“HIFSA”) is aware that in order for business
      rescue to succeed, the operations of the Company and RBA Developments must
      continue during business rescue proceedings and that this will probably require an
      injection of working capital. HIFSA is willing to make available (within reason and
      subject to appropriate authorisation) such funding as will be necessary during the
      process as post-commencement finance.

3.    The trustees have relied on the following in support of the application:

      3.1.   the trustees are “affected persons” as defined in section 128 of the Act by virtue
             of the fact that the HIFSA is both a shareholder and a creditor of the Company;

      3.2.   the Company is financially distressed in that it is, inter alia, experiencing a cash
             flow crisis. As a result of the aforegoing it is highly unlikely that the Company
             will be able to pay all of its debts as they become due and payable within the
             immediately ensuing six months. In addition, it is likely that the Company will
             become insolvent within the next six months as its assets will be severely
             impaired and will be exceeded by its liabilities;

      3.3.   there is a reasonable prospect for rescuing the Company if the affairs,
             business, property, debt and other liabilities and equity of the Company are
             restructured or, alternatively, that placing the Company in business rescue will
             result in a better return for the creditors or shareholders of the Company than
             would result from the immediate liquidation of the Company; and

      3.4.   it is just and equitable for financial reasons that the High Court grant an order
             placing the Company under supervision and commencing business rescue
             proceedings.

4.    Kindly be advised that the application will be heard at the High Court, Johannesburg
      on Tuesday, 23 February 2016 at 10h00 or so soon thereafter as counsel may be
      heard. In this regard, should you wish to oppose the application you are required to
      deliver your notice of intention to oppose by 11 February 2016 and your answering
      papers by 15 February 2016.

5.    Further be advised that affected persons, such as shareholders, are entitled to
      participate in the proceedings, which proceedings may result in their rights being
      affected.

6.    Copies of the application are available from Juliette de Hutton of Edward Nathan
      Sonnenbergs Inc. on 021 410 2500 or jdehutton@ensafrica.com as follows:

      6.1.   an electronic copy of the application will be transmitted by electronic mail to all
             shareholders of the Company on request by the shareholder for such a copy;
             and

      6.2.   hard copies of the application will be made available to the shareholders of the
             company, free of charge, on request by the shareholder for a such a copy of
             the application.

7.    The board of the Company is considering its position.

8.    The Company has informed the JSE Limited (the “JSE”) of the aforegoing and has
      requested the JSE to suspend the trading in its shares on the JSE with immediate
      effect.

9.    In the light of the aforegoing, shareholders are advised to exercise caution when
      dealing in the Company’s securities until a further announcement is made.


 9 February 2016
 Braamfontein

 Designated Adviser
 Exchange Sponsors

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