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ERM / Sable - Investment in a Property Portfolio and withdrawal of cautionary Enterprise Risk Management Sable Holdings Limited Limited Incorporated in the Republic of Incorporated in the Republic of South Africa South Africa (Registration number (Registration number: 1968/010636/06) 1995/001603/06) Share code: SBL Share code: ERM ISIN: ZAE000006383 ISIN: ZAE000037701 ("SABLE" or "the company") ("ERM" or "the company") INVESTMENT IN A PROPERTY PORTFOLIO AND WITHDRAWAL OF CAUTIONARY 1. Introduction Further to the joint cautionary announcement dated 23 October 2006, shareholders are advised that a new entity, Amrich 58 Properties (Proprietary) Limited ("Amrich"), which will focus on income producing properties and property development, has been formed. In terms of the shareholders agreement, ERM and SABLE each hold 50% of the issued share capital of Amrich. Shareholders are further advised that agreement has been reached with one of the vendors of Rotaflex Investments (Proprietary) Limited ("Rotaflex"), being Saprop Investments (Proprietary) Limited, in terms of which Amrich will acquire 34% of the issued share capital of Rotaflex. Rotaflex is a company with a diversified portfolio of retail, commercial, residential and industrial properties. 2. Rationale for the acquisition As previously reported, ERM has indicated its intention to pursue property transactions in order to enhance shareholder value. SABLE has been involved in the property industry in excess of 40 years and both companies have a common vision to develop their property interests. 3. Salient terms of the acquisition The purchase consideration, which amounts to R32,30 million, will be settled by way of a cash contribution of R16,15 million each by ERM and SABLE to Amrich. These contributions will be treated as shareholders" loans. No arrangement for a deferred payment exists. The net value of the Rotaflex portfolio of properties is approximately R95 million. The effective date of the acquisition is 1 December 2006. 4. Conditions precedent The acquisition is conditional upon inter alia: -the delivery of the share certificates in respect of the shares sold to Amrich; and -delivery of a resolution passed by the directors of Rotaflex approving the transfer of the shares sold to Amrich. 5. Pro forma financial effects The pro forma financial effects of the acquisition, being less than 3%, are insignificant on both ERM and SABLE"s net asset value, earnings per share and headline earnings per share. Withdrawal of cautionary Further to the above, shareholders are advised that they no longer need to exercise caution when dealing in the respective companies" securities on JSE Limited. Randburg 30 November 2006 Sponsor to ERM Merchant Sponsors (Proprietary) Limited Sponsor to Sable Sasfin Capital A division of Sasfin Bank Limited Date: 30/11/2006 05:05:03 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
