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SBL - Sable - Financial effects of transactions previously announced and withdrawal of cautionary SABLE HOLDINGS LIMITED ("Sable") (Registration No. 1968/010636/06) Share code: SBL & ISIN: ZAE000006383 (Incorporated in the Republic of South Africa) FINANCIAL EFFECTS OF TRANSACTIONS PREVIOUSLY ANNOUNCED WITHDRAWAL OF CAUTIONARY 1 Introduction Sable and Enterprise Risk Management Limited ("ERM") jointly announced on 1 December 2006 and 16 February 2007 a series of transactions through Amrich 58 Properties (Pty) Ltd ("Amrich"). Amrich, which is jointly held in equal shares by Sable and ERM is the holding company of Rotaflex Investments (Pty) Ltd ("Rotaflex"), which owns a portfolio of properties with a net value of approximately R95 million. The transactions so announced were: (i) In November 2006 Amrich acquired 34% of the issued capital of Rotaflex for R32.30 million; (ii) In January 2007 Amrich acquired the balance of the issued capital of Rotaflex for R62.70 million ("the Rotaflex acquisition"); and (iii)In terms of two agreements signed on 16 February 2007: (a) ERM agreed to sell its 50% shareholding in Amrich to Sable in exchange for an issue of 1 187 500 new Sable shares at R40.00 per share ("the sale of shares agreement");and (b) ERM further agreed to subscribe for an additional 392 500 shares in Sable at R40.00 per share ("the subscription agreement"). Collectively ("the transactions"). The transactions will result in ERM holding a 21.49% interest in Sable, which in turn will hold 100% of Amrich. On 15 May 2007 shareholders were advised that Sable had entered into an option agreement ("the option agreement") with Sable giving ERM the option to subscribe for 3 948 822 new Sable shares at R40.00 per share before 30 November 2007. The purpose of this announcement is to present the financial effects of the transactions. The financial effects of the option agreement will be announced once Sable has been notified by ERM that it will exercise the option. 2 Financial effects The unaudited pro forma financial effects of the transactions, based on the published unaudited group results of Sable for the half-year ended 31 December 2006, and the unaudited results of Rotaflex for the half - year ended 28 February 2007 are set out below. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the transactions may have impacted on the results and financial position of Sable. Preparation of the unaudited pro forma financial effects is the responsibility of the directors. Because of their nature, the pro forma financial effects may not fairly present Sable`s financial position after the transactions or the effect on future earnings: Before(1) After 1(2) After 2(3) 2 % change Earnings and 550,56 567,49(4) (12,57)% diluted earnings (cents per share) 481,35(4) Headline and 152,97 169,91(4) 0,60% diluted headline earnings (cents per share) 153,89(4) Net asset value 3018,41 3018,41(5) 5,59% (cents per share) 3187,07(5) Net tangible asset 3018,41 3018,41(5) 2,52% value (cents per share) 3094,34(5) Average and 7,378 7,378 weighted average number of shares in issue (000) 8,958 Number of shares in 7,378 7,378 issue (000) 8,958 Notes: 1 Based on the published unaudited consolidated results of Sable for the half-year ended 31 December 2006; 2 Pro forma financial effects of the Rotaflex acquisition using the equity method. Interest paid in an amount of R4 million has been excluded from the earnings of Rotaflex being interest paid on a loan account in favour of the former shareholders of Rotaflex, which loan account was acquired by Amrich as part of the Rotaflex acquisition; 3 Pro forma financial effects of the sale of shares agreement and the subscription agreement; 4 The earnings and headline earnings were calculated on the assumption that the transactions were effected from 1 July 2006 taking into account the assumption that no interest has been accrued on the proceeds of the shares issued in terms of the subscription agreement as the proceeds would have been utilised in operating activities; 5 The Net Asset value and Net Tangible Asset value per share and the number of shares in issue were calculated on the assumption that the transactions were effected as at 31 December 2006. Costs in an amount of R400 000 directly related to the corporate action have been provided for. Withdrawal of cautionary Shareholders are advised that in the light of the above, caution is no longer required to be exercised by shareholders when dealing in their securities. Randburg 22 June 2007 Corporate Adviser and Sponsor to Sable Sasfin Capital A division of Sasfin Bank Limited Date: 22/06/2007 09:33:44 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
