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VUN - Vunani Limited - Finalisation information relating to the claw-back offer

Release Date: 29/01/2010 11:04
Code(s): VUN
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VUN - Vunani Limited - Finalisation information relating to the claw-back offer VUNANI LIMITED (formerly Vunani Capital Holdings (Proprietary) Limited) (Incorporated in the Republic of South Africa) (Registration number 1997/020641/06) JSE code: VUN ISIN: ZAE000110359 JSE code for LA`s: VUNN ISIN for LA`s: ZAE000143251 ("Vunani" or "the Company") FINALISATION INFORMATION RELATING TO THE CLAW-BACK OFFER 1. Introduction The directors of Vunani are pleased to announce the salient dates and times of the recapitalisation of the Company. Finalisation of the recapitalisation will allow Vunani to move forward with confidence and on a sustainable basis. Vunani will retain its black ownership in excess of 50% and as a stronger group, will continue to focus on growing its financial services businesses in the areas of asset management, investment banking and properties. Shareholders are referred to previous announcements, in particular those dated 1 July 2009, 27 November 2009 and 9 December 2009 and are advised that the relevant claw-back offer documentation has been registered by CIPRO and accordingly, Vunani will proceed with the renounceable claw-back offer of 3 136 000 000 new ordinary shares at R0.10 per new ordinary share ("the claw-back offer shares") in the ratio of 233.9317 claw-back offer shares for every 100 Vunani shares held on Friday, 12 February 2010 ("the claw-back offer"). 2. Conditions precedent All the conditions precedent to the claw-back offer have been fulfilled. 3. Salient dates and times The salient dates and times for the claw-back offer are as follows: 2010 Last day to trade in Vunani shares in order to qualify to participate in the claw-back offer (cum entitlement) on Friday, 5 February Listing of letters of allocation on the JSE under JSE code VUNN and ISIN ZAE000143251 at commencement of trading on Monday, 8 February Vunani shares commence trading ex-rights on the JSE at commencement of trading on Monday, 8 February Record date for participation in the claw-back offer at the close of trade on Friday, 12 February Claw-back offer circular and form of instruction posted to shareholders, where Monday, 15 February applicable, on Claw-back offer opens at commencement of Monday, 15 February trading on Listing of claw-back offer shares from the Monday, 15 February commencement of trade on Accounts of dematerialised shareholders at their CSDP or broker automatically credited with their entitlements on Monday, 15 February Certificated shareholders` entitlements will be credited to an account held with the transfer secretaries on Monday, 15 February Last day to trade in letters of allocation on the JSE on Friday, 26 February Claw-back offer closes at 12h00 - payments to be made and form of instruction in respect of letters of allocation lodged by certificated shareholders by 12:00 on Friday, 5 March Record date for letters of allocation on Friday, 5 March Entitlements in terms of the claw-back offer available on Monday, 8 March Claw-back offer shares issued and share certificates posted to holders of certificated shares on or about Monday, 8 March CSDP/broker accounts in respect of holders of dematerialised shareholders debited and updated on (see note 5) Results of claw-back offer announcement Tuesday, 9 March released on SENS on or about Refund cheques in respect of excess applications, where applicable, will be posted to certificated shareholders on or about Tuesday, 9 March Claw-back shares issued and share certificates in respect of excess shares allocated, if applicable, posted to holders of certificated shares on or about Tuesday, 9 March Notes: 1. Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their acceptance of the claw-back offer in the manner and time stipulated in the agreement governing the relationship between the shareholder and his CSDP or broker. 2. All times indicated are South African times unless otherwise stated. 3. Share certificates may not be dematerialised or rematerialised between Monday, 8 February 2010 and Friday, 12 February 2010, both days inclusive. 4. The CSDP / broker accounts of dematerialised shareholders will be automatically credited with new Vunani shares to the extent to which they have accepted the claw-back offer. Vunani share certificates will be posted, by registered post at the shareholders` risk, to certificated shareholders in respect of the claw-back offer shares which have been accepted. 5. CSDPs or brokers effect payment in respect of dematerialised shareholders on a delivery versus payment method. 4. Letters of Allocation The claw-back rights to new Vunani shares are negotiable and can be dealt in on the JSE. Vunani has issued all claw-back rights to new Vunani shares in dematerialised form. The electronic record for certificated shareholders is being maintained by Computershare Investor Services (Pty) Limited, making it possible for certificated shareholders to enjoy the same rights and opportunities as those shareholders holding dematerialised Vunani shares. Dematerialised shareholders entitled to participate in the claw- back offer must make the necessary arrangements through their CSDP or broker regarding their acceptance or otherwise of the claw-back offer. 5. Excess applications All claw-back offer shares not subscribed for in terms of the claw-back offer will be available for allocation, on the same terms and conditions as the claw-back offer shares allocated to them in terms of the claw-back offer, to shareholders who wish to apply for a greater number of claw-back offer shares than those offered to them in terms of the claw-back offer. The right to apply for additional claw-back offer shares is transferable on renunciation. The allocation of claw-back offer shares in respect of excess applications will be equitable and will take cognisance of the number of Vunani shares held by each applicant prior to such allocation and the number of claw-back offer shares for which application is made by such applicant. 6. Foreign shareholders Foreign shareholders may be affected by the claw-back offer, having regard to prevailing laws in their respective jurisdictions. Such foreign shareholders should inform themselves about and observe any applicable legal requirements of such jurisdiction in relation to the claw-back offer. 7. Documentation A circular, giving full details of the claw-back offer, will be posted to shareholders on Monday, 15 February 2010. Sandton 29 January 2010 Independent Financial Adviser to Vunani Rand Merchant Bank (A division of FirstRand Bank Limited) Independent Lead Designated Adviser Grindrod Bank Limited Corporate Adviser and Joint Designated Adviser Vunani Corporate Finance Legal adviser to the restructuring Edward Nathan Sonnenbergs Legal adviser to the claw-back offer Fluxmans Inc. Date: 29/01/2010 11:04:02 Supplied by www.sharenet.co.za 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.

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