NEW CORPCAPITAL LIMITED - TRP Ruling in respect of an application for waiver of the requirement to make a mandatory offer

TRP Ruling in respect of an application for waiver of the requirement to make a mandatory offer

NEW CORPCAPITAL LIMITED
Registration number: 2001/006539/06
Share code: NCA ISIN: ZAE000167375
(“NCC” or “the Company”)


TRP RULING IN RESPECT OF AN APPLICATION FOR WAIVER OF THE REQUIREMENT
TO MAKE A MANDATORY OFFER
Shareholders are referred to the circular and revised listings particulars dated 11 September 2012 (the “Circular”) posted to
Shareholders and the announcement released on SENS on 11 October 2012 advising Shareholders that, inter alia, the Company
would be making an application to the Takeover Regulation Panel (“TRP”) for an exemption from the obligation of the Vendors
to make a Mandatory Offer, as set out in the Circular and that announcement.

Capitalised terms contained in this announcement are as defined in the Circular.

As indicated, the Company has made application to the TRP for an exemption from the obligation of the Vendors to make a
Mandatory Offer.

The TRP having considered the application for waiver has made a ruling that the Vendors be exempted from the obligation to
make a Mandatory Offer (the “Ruling”) as required in terms of the Companies Act and the Regulations to the Companies Act.
The reasons for the Ruling are available to any shareholder of the Company upon receipt by the TRP of a request therefor. Any
such request must be made in writing and addressed to “the Executive Director, Takeover Regulation Panel” at any of the
addresses indicated below.

In addition, pursuant to the provisions of Regulation 118(8) of the Companies Act, any person issued with a Ruling of the TRP
may apply to the Takeover Special Committee for a hearing regarding the Ruling within five business days of this announcement
(i.e. until 17h00 on 5 November 2012); or such longer period as may be allowed by the Takeover Special Committee on good
cause shown. Any such application must be made in writing and addressed to “the Executive Director, Takeover Regulation
Panel” at any of the following addresses:

If delivered by hand or courier:            If posted:                                If faxed:
The Executive Director                      The Executive Director                    The Executive Director
Takeover Regulation Panel                   Takeover Regulation Panel                 Takeover Regulation Panel
1st Floor, Building B                       PO Box 91833                              +27 11 642 9284
Sunnyside Office Park                       Auckland Park
32 Princes of Wales Terrace                 2006
Parktown
2193

After the expiry of the aforementioned five business day period, the TRP waiver proceedings shall be regarded as completed. The
Company will thereafter release an announcement over SENS updating Shareholders as to progress made in regard to each of the
Proposed Acquisition, the Repurchase Offer, the Odd-lot Offer and the Change of Name.

29 October 2012




Corporate advisor and sponsor

Java Capital



Attorneys

Cliffe Dekker Hofmeyr

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