CAXTON CTP PUBLISHERS & PRINTERS LD - Disposal of remaining 15% shareholding in Pearson Holdings Southern Africa (Pty) Ltd ("the disposal")

Disposal of remaining 15% shareholding in Pearson Holdings Southern Africa (Pty) Ltd ("the disposal")

Caxton and CTP Publishers
and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE000043345
Preference share code: CATP ISIN: ZAE000043352
("Caxton" or "the company")

Disposal of remaining 15% shareholding in
Pearson Holdings Southern Africa (Proprietary) Limited
("the disposal")

1. Introduction
   Shareholders are advised that Caxton has entered into an unconditional agreement
   in terms of which it will dispose of 7 500 ordinary shares (15% of the issued share
   capital) in Pearson Holdings Southern Africa (Proprietary) Limited ("PHSA") to
   Longman Group (Overseas Holdings) Limited ("Longman"), the holding company
   of PHSA.

2. Rationale for the disposal
   In 2009 Caxton disposed of 35% of its 50% shareholding in PHSA ("the initial
   disposal") to Longman. The agreement entered into on or about 22 October 2008
   governing the initial disposal contained put and call options on the remaining
   shareholding of 15% ("the residual shareholding") and the company has now
   exercised its option to dispose of the investment.

3. Details of the disposal
    3.1 Caxton will dispose of the residual shareholding to Longman for R703,3 million
        in cash, payable on delivery of the share certificates evidencing the residual
        shareholding to Longman. The fair value of the residual shareholding is
        R353.2 million.
    3.2 The agreement governing the disposal contains limited warranties that are
        usually found in agreements regarding transactions of this nature.
    3.3 The proceeds of the disposal will be added to the existing cash reserves of
        the company.

4. Financial effects of the disposal
   The table below sets out the pro forma financial effects of the disposal on the
   headline earnings and earnings and net asset value per share in Caxton, based
   on the published audited results of the company for the financial year ended on
   30 June 2013, as if the disposal had been implemented on 1 July 2012. The
   financial effects are the responsibility of the directors of the company, are prepared
   for illustrative purposes only and, because of their nature, may not fairly present
   the financial position of the company, changes in its equity or the results of its
   operations or cash flows after the disposal.

                                                                     Pro forma
                                                   Before the        After the        Percentage
                                         Notes       disposal         disposal          increase
   Headline earnings per share
   (cents)                                   1          116.2            125.9               8.3
   Earnings per share (cents)                1          122.6            186.3              52.0
   Net asset value per share
   (cents)                                   2          1 226            1 339               9.2
   Number of shares in issue                      467 052 949      467 052 949                 
   Number of shares in issue,
   excluding treasury shares                      422 657 008      422 657 008                 

   Notes:
   1. The headline earnings and earnings per share in the "After the disposal" column have been based
      on the assumption that the disposal had been effective for the year ended on 30 June 2013.
   2. The net asset value per share has been based on the assumption that the disposal was effective
      on 30 June 2013 and that all transaction costs were paid and required write-downs and
      provisions were made on the effective date.

5. Categorisation of the disposal
   The disposal is categorised as a Category 2 transaction in terms of the Listings
   Requirements of the Johannesburg Stock Exchange.

By order of the board

Johannesburg
30 August 2013

Sponsor   
ARCAY Moela Sponsors

Attorneys
Fluxmans
Attorneys


Date: 30/08/2013 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.