RBA HOLDINGS LIMITED - Acquisition of property and development rights

Acquisition of property and development rights

RBA Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
JSE Share Code: RBA ISIN: ZAE000104154
(“RBA” or “the company”)


Acquisition of property and development rights


1. INTRODUCTION

      In February 2011, Groundbase Professional Land Development Services (Pty) Ltd (“Groundbase”), a
      subsidiary of RBA, entered into an agreement with the City of Tshwane to acquire Portion 10 of the farm
      Atteridgeville 744 JR (“the property”) and simultaneously also purchased the development rights on the
      property from Terre Investments No 8 (Pty) Ltd subject to certain suspensive conditions. The acquisition of
      the property and of the development rights will jointly be referred to hereinafter as “the acquisition”. The
      suspensive conditions have now been fulfilled and transfer of the property will be effected shortly.


2. RATIONALE FOR THE ACQUISITION

      The property was acquired by Groundbase with a view to build and sell affordable housing.


3.    DESCRIPTION OF THE PROPERTY

      The property is 24.8590 hectares in size and is situated in Atteridgeville, Tshwane.


4.    TERMS AND CONDITIONS OF THE ACQUISITION

4.1   The property was acquired at a purchase price of R 1 500 000 (excluding VAT) and the development rights
      at a price of R10 300 000 (excluding VAT).

4.2   The acquisition was subject to the following conditions which have now been fulfilled:

        4.2.1   Obtaining of a loan by Groundbase;
        4.2.2   Obtaining of a favourable geotechnical report on the property;
        4.2.3   Agreement with the City of Tshwane regarding the provision of internal and external services;
        4.2.4   Obtaining a favourable record of decision from the Gauteng Department of Agriculture and Rural
                Development.


5.    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 unaudited financial information of RBA for the 6 month period ended 30 June 2012. The
      directors of RBA are responsible for the preparation of the unaudited pro forma financial effects.

                                                         Before the          Pro forma After the
                                                         acquisition              acquisition
                                                         unaudited                  unaudited
                                                        30 June 2012              30 June 2012                 Change
      Earnings per share (cents)                               0.13                      0.04                   -69%
      Headline earnings per share (cents)                      0.44                      0.35                   -20%
      Net asset value per share (cents)                       16.21                     16.21                    0%
      Net tangible asset value per share (cents)              14.44                     14.44                    0%
      Weighted average shares in issue                     369 360 312               369 360 312
      Number of shares in issue at period end              429 976 189               429 976 189


     Notes:
          (1) For the purpose of calculating the earnings and headline earnings per share, it is assumed that the
              acquisition was implemented on 1 January 2012. The effect of the net interest expense that would have
              potentially been incurred during the period 1 January 2012 to 30 June 2012 is R327 000. 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 2012.
          (2) The "Before the acquisition" column has been extracted without adjustment, from the unaudited interim
              results of RBA for the period ended 30 June 2012.


6.   CATEGORISATION OF THE ACQUISITION

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


     1 November 2012
     Johannesburg


     Designated Adviser
     Exchange Sponsors

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