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Conduit Capital Limited - Financial Effects Of Anthony Richards & Associates (Proprietary) Limited ("ARA") Transaction And Further Cautionary Announcement Conduit Capital Limited (formerly IMR Investments Limited) Incorporated in the Republic of South Africa (Registration number 1998/017351/06) Share code: CND ISIN: ZAE000073128 ("Conduit") FINANCIAL EFFECTS OF ANTHONY RICHARDS & ASSOCIATES (PROPRIETARY) LIMITED ("ARA") TRANSACTION AND FURTHER CAUTIONARY ANNOUNCEMENT As announced on 16 January 2006, Conduit has concluded agreements in terms of which: a. it acquired a 40% stake in ARA ("the acquisition"); and b. it has been granted a conditional option ("the option") to acquire a further 10% stake in ARA. All of the conditions relating to the acquisition have been fulfilled and the pro forma financial effects of the acquisition and the option (collectively the "transactions") on Conduit"s historical earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset value ("NAV") per share and tangible net asset value ("TNAV") per share for the 6 (six) months ended 31 August 2005, are set out in the table below. The pro forma financial effects have been prepared for illustrative purposes only, to provide information on how the transactions may have impacted on the historical results and financial position of Conduit. Because of their nature, they may not give a fair reflection of Conduit"s financial position after the transactions or the effect of the transactions on Conduit"s future earnings. The pro forma financial effects are the responsibility of the directors. Historic Pro Change Pro Change
al forma after forma after before after the after the the the acquisit the acquisit transact acquisit ion acquisit ion and
ions ion (%) ion and the (cents) (cents) the option option (%) (cents)
EPS 0.55 1.64 198.2 1.61 192.7 HEPS 0.50 1.93 286.0 1.89 278.0 NAV per share 7.94 18.70 135.5 19.01 139.4 TNAV per 7.94 4.85 -38.9 2.07 -73.9 share Notes and assumptions: 1. Conduit"s right to exercise the option is not absolute and is conditional upon at least 30% of the shares in Conduit being held by Black Economic Empowerment shareholders on the date on which the option is exercised. Accordingly, financial effects have been calculated on two different bases, namely: a. if only the acquisition takes place and no value is attributed to the option; and b. the acquisition takes place and the option is exercised immediately. 2. EPS and HEPS, as set out in the "Historical before the transactions" column, are based on the unaudited income statement of Conduit for the six months ended 31 August 2005 and a weighted average number of 81 881 887 shares in issue. 3. EPS and HEPS, as set out in the "Pro forma after the acquisition" column, are based on the unaudited consolidated income statements of Conduit and ARA for the six months ended 31 August 2005 and a weighted average number of 87 748 553 shares in issue and on the assumptions that: a. the issue was effective on 1 March 2005; b. the cash portion of the purchase consideration was paid from existing cash resources and the amount of interest that was lost was calculated at an after tax rate of 3.91% per annum for the six months ended 31 August 2005; and c. transaction costs of R309 111 were incurred. 4 EPS and HEPS, as set out in the "Pro forma after the acquisition and the option" column, are based on the unaudited consolidated income statements of Conduit and ARA for the six months ended 31 August 2005 and a weighted average number of 89 215 219 shares in issue and on the assumptions that: a. the issue was effective on 1 March 2005; b. the cash portion of the purchase consideration was paid from existing cash resources and the amount of interest that was lost was calculated at an after tax rate of 3.91% per annum for the six months ended 31 August 2005; and c. transaction costs of R312 425 were incurred. 5. NAV and TNAV per share, as set out in the "Historical before the transactions" column, are based on the unaudited balance sheet of Conduit at 31 August 2005 and 81 881 887 shares in issue. 6. NAV and TNAV per share, as set out in the "Pro forma after the acquisition" column, are based on the unaudited consolidated balance sheets of Conduit and ARA at 31 August 2005, 87 748 553 shares in issue and the assumption that the issue became effective on 31 August 2005 at 90,4 cents per share, which is the 30 day volume weighted average price of Conduit"s shares at 16 January 2006. 7. NAV and TNAV per share, as set out in the "Pro forma after the acquisition and the option" column, are based on the unaudited consolidated balance sheets of Conduit and ARA at 31 August 2005, 89 215 219 shares in issue and the assumption that the issue became effective on 31 August 2005 at 90,4 cents per share, which is the 30 day volume weighted average price of Conduit"s shares at 16 January 2006. The transactions collectively constitute a category 2 transaction according to the Listings Requirements of the JSE Limited and a circular containing further details in relation to the transactions will be sent to shareholders within 28 days of the date of this announcement. FURTHER CAUTIONARY ANNOUNCEMENT Although shareholders are no longer required to exercise caution in the context of the transactions, shareholders are advised that Conduit has entered into unrelated negotiations which, if successfully concluded, may have a material effect on the price of Conduit"s shares. Accordingly, shareholders are advised to exercise caution when dealing in Conduit shares until a further announcement is made. Melrose Arch 13 March 2006 Corporate advisor and transaction sponsor Java Capital (Proprietary) Limited Sponsor Merchant Sponsors (Proprietary) Limited Date: 14/03/2006 04:40:42 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
