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RLF - Rolfes Technology Holdings Limited - Transfer to the main board and acquisition of Amazon Colours ROLFES TECHNOLOGY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 2000/002715/06) JSE Share Code: RLF ISIN: ZAE000096202 ("Rolfes" or "the Company") TRANSFER TO THE MAIN BOARD AND acquisition of AMAZON COLOURS (Pty) Ltd ("AMAZON") 1. TRANSFER TO THE MAIN BOARD Shareholders are advised that the JSE Limited ("JSE") has approved the transfer of the listing of the company`s ordinary shares from the Alternative Exchange "Speciality Chemicals" sector to the Main Board of the JSE (under the sector "1357 Speciality Chemicals"), with effect from Monday, 21 November 2011. 2. ACQUISITION OF AMAZON Shareholders are further advised that Rolfes has concluded a transaction in terms of which it acquired 70% of the equity interest in and shareholders` claims against Amazon for a total cash consideration of R5.25 million, effective 1 November 2011 ("the acquisition"). The acquisition is subject to normal terms and conditions for a transaction of this nature, including standard warranties, indemnities and a restraint of trade for the exiting shareholder. Comprehensive shareholders` and employment agreements have been concluded with the remaining 30% and founding shareholder, Andrew James Reay. He will be retained in the business as an executive director for a minimum period of 3 years, and is also subject to a three year restraint of trade on exit. Amazon is a well known manufacturer of water-based pigment dispersions for the paint industry, specifically supplying the point of sale dispersions market, a market which Rolfes as yet has not entered. The acquisition will: * expand Rolfes` dispersions offering into the point of sale market * expands Rolfes` limited capacity for manufacturing water-based pigment dispersions for the coatings industry; * result in improved product quality and potentially realise manufacturing cost-savings; * provide Rolfes with access to Amazon`s comprehensive intellectual property and well respected name and brand in the market place; * present a good strategic fit with Rolfes` export business into Africa; and * allow Rolfes to expand its dispersion business into other international markets, such as South America. The acquisition is not categorised for purposes of the Listings Requirements of the JSE. 2 November 2011 Corporate Advisor and Designated Advisor: Grindrod Bank Limited Date: 02/11/2011 11:06:51 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.
