BFS - Blue - Clarification regarding the inter-conditionality provisions

BFS - Blue - Clarification regarding the inter-conditionality provisions        
relating to the proposed Early Conversion transaction                           
Blue Financial Services Limited                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration Number: 1996/006595/06)                                           
JSE Share code:  BFS                                                            
ISIN: ZAE000083655                                                              
("Blue" or the "Company")                                                       
CLARIFICATION REGARDING THE INTER-CONDITIONALITY PROVISIONS RELATING TO THE     
PROPOSED EARLY CONVERSION TRANSACTION                                           
1.   INTRODUCTION                                                               
1.1  Shareholders are referred to the update announcement released on the       
    Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on     
    Thursday, 10 February 2011 ("10 February 2011 announcement") wherein Blue   
    shareholders were advised, inter alia, of the following:                    
1.1.1     the proposed R50 million Blue BEE Transaction;                    
    1.1.2     the publication of the pro forma financial effects of the         
              previously announced Early Conversion, RenAsset Conversion,       
              Pinebridge Specific Issue, together with the pro forma            
financial effects of the Blue BEE Transaction; and                

    1.1.3     the posting of the circular to Blue shareholders dated 10         
              February 2011 containing details of the Early Conversion,         
              RenAsset Conversion, Pinebridge Specific Issue and the Blue BEE   
Transaction ("Circular") and incorporating a notice of general    

              meeting convening a shareholder`s meeting to be held at 09h30     
              on Friday, 25 February 2011 at the registered office of the       
              Company ("Notice of General Meeting").                            
1.2  The Early Conversion, RenAsset Conversion, Pinebridge Specific Issue and   
    the Blue BEE Transaction are collectively referred to in this               
    announcement as the "Transaction").                                         
2.   CLARIFICATION REGARDING THE INTER-CONDITIONALITY PROVISIONS                
2.1  Blue shareholders are referred to paragraph 4 of the 10 February 2011      
    announcement and to paragraph 3.6 of the Circular, and are hereby advised   
    that, for purposes of approving the various resolutions contained in the    
    Notice of General Meeting, paragraphs 3.6.1 and 3.6.2 of the Circular       
relating to the inter-conditionality of the Transaction are hereby          
    deleted and replaced with the following new paragraphs:                     
    "3.6.1    Shareholders are advised that the Transaction as a whole is       
              inter-conditional on the Pinebridge Specific Issue, the           
RenAsset Conversion and the Early Conversion being implemented,   

              and that should the required shareholder approvals not be         
              obtained for any of the aforementioned conversions, the           
              Transaction as a whole will not be capable of being implemented   
(save for ordinary resolution number 8).                          

    3.6.2     However, should the required shareholder approval not be          
              obtained for the implementation of the Blue BEE Transaction,      
              the implementation of the Pinebridge Specific Issue, the          
RenAsset Conversion and the Early Conversion may proceed,         

              provided the required shareholder approvals for these             
              aforementioned conversions are obtained."                         
2.2  The reason for such amendment is that, in terms of the Pinebridge          
Amendment Agreement, Blue is not permitted to implement either the Early    
    Conversion or the RenAsset Conversion unless the Pinebridge Specific        
    Issue is also implemented.                                                  
3.   CIRCULAR AND NOTICE OF GENERAL MEETING                                     
As advised in the 10 February 2011 announcement, Blue shareholders are      
    reminded that the Circular which incorporates the Notice of General         
    Meeting was posted to Blue shareholders on Thursday, 10 February 2011.      
Pretoria                                                                        
16 February 2011                                                                
Designated adviser to Blue                                                      
Grindrod Bank Limited                                                           
Financial adviser to Blue                                                       
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited                  
Date: 16/02/2011 15:55:01 Supplied by www.sharenet.co.za                     
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