CAP - Cape Empowerment Limited - Terms announcement relating to the proposed

CAP - Cape Empowerment Limited - Terms announcement relating to the proposed    
subscription by CEL for up to 79,411,765 "B" Linked Units in the capital of     
Ascension Properties Limited                                                    
CAPE EMPOWERMENT LIMITED                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/001807/06)                                            
JSE Code CAP                                                                    
ISIN ZAE0001450066                                                              
("CEL", "the company" or "the group")                                           
TERMS ANNOUNCEMENT RELATING TO THE PROPOSED SUBSCRIPTION BY CEL FOR UP TO       
79,411,765 "B" LINKED UNITS IN THE CAPITAL OF ASCENSION PROPERTIES LIMITED      
("ASCENSION")                                                                   
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                           
1.   INTRODUCTION, terms and rationale                                          
1.1  Ascension (previously Grey Jade Trade and Invest 85 Proprietary            
Limited) was established on 23 August 2006 as a black owned and black       
    managed property loan stock company to invest in assets and                 
    opportunities within the commercial property sector in South Africa,        
    focussing on Government tenanted commercial office buildings.  The          
group is a founding shareholder of Ascension.  Ascension currently owns     
    a portfolio of 5 office properties located in Gauteng and the Western       
    Cape valued at approximately R366 million and is in the process of          
    acquiring a further 7 properties valued at approximately R403 million.      
1.2  Ascension is considering a listing on the JSE Limited ("JSE") in the       
    "Real Estate - Real Estate Holdings & Development" sector ("the             
    listing") during 2012.                                                      
1.3  Ascension has an existing loan facility of up to R40,500,000 with Cape     
Empowerment Trust Limited ("CET"), a wholly owned subsidiary of CEL         
    ("loan facility"). CET and Ascension entered into a subscription            
    agreement in terms whereof CET has agreed to subscribe for such number      
    of "B" linked units in the capital of Ascension, each of which              
comprises one "B" ordinary share of no par value linked to one variable     
    rate, unsecured, subordinated "B" debenture with a nominal value of 50      
    cents each ("B-Linked Units"), as is equal to the total amount              
    outstanding under the loan facility at the date of the subscription         
divided by a subscription price of 51 cents per B-Linked Unit, in full      
    discharge of the loan facility ("subscription").                            
1.4  Immediately prior to the subscription, CET`s shareholding in Ascension     
    will comprise 38,885,235 B-Linked Units. Assuming an amount owed by         
Ascension of R40,500,000 CET will subscribe for an additional               
    79,411,765 additional B-Linked Units.                                       
1.5  The rationale for the subscription is to increase the group`s holdings     
    of B-Linked Units in Ascension in line with its stated strategy of an       
increased focus on the property sector.                                     
2.   Pro forma financial effects                                                
    The pro forma financial effects of the subscription on CEL`s earnings       
    per share, headline earnings per share, net asset value and net             
tangible asset value per share for the six month period ended 30 June       
    2011 are not significant (i.e. are less than 3%), and are therefore not     
    required to be disclosed in terms of the Listings Requirements of the       
    JSE.                                                                        
3.   Condition Precedent                                                        
3.1  The subscription is subject to the shareholders of CEL passing the         
    necessary resolutions to approve the subscription as required in terms      
    of the Listings Requirements and the condition precedent to the             
subscription is not capable of being waived.                                
4.   Categorisation AND GENERAL MEETING                                         
4.1  The subscription is categorised as a Category 1 transaction, which         
    requires the approval of CEL shareholders in general meeting.               
Empowerment Transaction").                                                  
    Pursuant to the First and Second Empowerment Transactions, Assore`s         
    resultant BEE equity ownership achieved the 26% target set for mining       
    companies in the MPRDA for 1 May 2014, well ahead of this deadline.         
The Third Empowerment Transaction will enable Assore to continue to         
    meet, up to and beyond 1 May 2014, the HDSA equity ownership target of      
    26%, and will thus serve as a cornerstone of Assore`s ongoing BEE           
    strategy.                                                                   
3.   OVERVIEW OF THE THIRD EMPOWERMENT TRANSACTION                              
    3.1  Phase I                                                                
         Phase I involved the acquisition by MS904, of the BEE Shares from      
         Shanduka Resources ("the Phase I Acquisition"). In terms of a          
short-term bridge facility agreement, an amount of R2.7 billion        
         was advanced to MS904 by The Standard Bank of South Africa Limited     
         ("Standard Bank") for purposes of facilitating the Phase I             
         Acquisition ("the Facility Agreement"). The Facility Agreement was     
guaranteed by Assore, which amounted to the provision of financial     
         assistance by Assore to MS904 as contemplated under Section 44 of      
         the Companies Act, 2008 (Act 71 of 2008) ("the Companies Act"),        
         and shareholders were required to approve such financial               
assistance by way of a special resolution. This approval was           
         granted at a general meeting of the shareholders of Assore held on     
         10 August 2011.                                                        
    3.2  Phase II