M CUBED HOLDINGS LIMITED - Delisting Announcement

Delisting Announcement

M Cubed Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/014568/06
Share code: MCU
ISIN: ZAE000033353
("m Cubed" or "the Company")

DELISTING ANNOUNCEMENT

1.   INTRODUCTION

1.1. Shareholders are advised that m Cubed made an application to
     the JSE Limited (“JSE”) on 27 August 2012 to delist the
     Company for the reasons set out below, which application has
     subsequently been approved by the JSE on 26 October 2012.

1.2. Accordingly the Company will no longer proceed with the
     application for (i) the reverse listing; (ii) the lifting of
     the suspension of m Cubed, and (iii) the mirror listing of
     m Cubed into a new entity, named Trinity Investment Holdings
     Limited (collectively “the Listing Process”), as set out in
     more detail in the announcements released on SENS on
     21 December 2011 and 26 April 2012, respectively (“Previous
     Announcements”).

1.3. The purpose of this announcement is to advise shareholders
     on the rationale as well as the salient times and dates for
     the delisting.

2.   RATIONALE FOR DELISTING

2.1. m Cubed began the Listing Process in September 2011. Given
     the length of time it has taken to complete the Listing
     Process, m Cubed has decided not to proceed with the Listing
     Process at this stage.

2.2. The   reason   for  the   delay   in   the  completion and
     implementation of the Listing Process is that m Cubed has
     not been able to meet certain regulatory requirements in
     order to implement the Listing Process of the JSE.

2.3. In light of m Cubed’s current status as a JSE cash shell, it
     cannot implement the proposed acquisitions (as set out in
     the Previous Announcements) without obtaining shareholder
     and JSE approval. These transactions are incurring expenses
     and interest charges which, given the delay, the Company
     cannot continue to justify to shareholders.
2.4. The m Cubed board of directors has therefore taken the view
     that it is in the interest of shareholders to delist the
     Company. It is possible that m Cubed may seek a listing at a
     later stage, should the investments it has made justify
     same. It is the goal of the board to return significant
     value back to shareholders in the near term.

2.5. Accordingly the board of directors applied for the approval
     of the delisting which has been granted and will be
     implemented on the dates and times set out in paragraph 4
     below.

3.   POST DELISTING

3.1. Shareholders should note that after the delisting they will
     remain shareholders in the unlisted Company.

3.2. Post the delisting, m Cubed intends to consider alternative
     opportunities to return value back to shareholders.

4.   SALIENT DATES AND TIMES

     The salient dates and times relating to the delisting are as
     follows:

                                         Tuesday, 30 October 2012
     Finalisation Date for publication
     of delisting information
                                         Friday, 16 November 2012
     Record Date for delisting
                                         Monday, 19 November 2012
     Delisting Date at commencement of
     trade


30 October 2012
Cape Town
Sponsor
PSG Capital (Pty) Limited

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