CPN - Capricorn Investment Holdings Limited - Change in control and

CPN - Capricorn Investment Holdings Limited - Change in control and             
mandatory offer to minorities                                                   
CAPRICORN INVESTMENT HOLDINGS LIMITED                                           
(formerly Cenmag Holdings Limited)                                              
(Registration Number 1987/004821/06)                                            
("Capricorn" or "the company")                                                  
Share code: CPN     ISIN: ZAE000149951                                          
CHANGE IN CONTROL AND MANDATORY OFFER TO MINORITIES                             
INTRODUCTION                                                                    
Shareholders are advised that Put and Call Option Agreements ("the              
Agreement") were entered into on 20 June 2011 between Trinity Asset             
Management (Proprietary) Limited ("TAM") and JC Herbst ("Herbst") and           
between TAM and EM Greenblatt ("Greenblatt"), which agreements contemplate      
first and second put and call options that are capable of being exercised at    
13 cents per share, which first options expire 240 days after 21 June 2011      
and which second options expire 360 days after 21 June 2011.                    
Greenblatt has exercised the first put option to sell 13 863 298 Capricorn      
shares to TAM at 13 cents per share ("First Put Option").  The date of          
exercise of this First Put Option by Greenblatt was on 9 February 2012. TAM,    
who currently holds 20 954 118 Capricorn ordinary shares (being 34.99% of       
the ordinary shares in Capricorn) will, after the exercise of the First Put     
Option, hold 34 817 416 ordinary shares representing 58.14% in the issued       
share capital of Capricorn.  Accordingly, this constitutes a change in          
control of Capricorn and an `affected transaction` in terms of the Takeover     
Regulations of the Companies Act, 2008 (No 71 of 2008) ("the Act").             
In addition, Greenblatt has also elected to exercise the second put option      
to sell 7 082 547 Capricorn shares to TAM at 13 cents per share ("Second Put    
Option"). TAM`s holding will therefore increase further to 41 899 963           
ordinary shares representing 69.97% of the issued share capital of              
Capricorn.                                                                      
The `affected transaction` obliges TAM, being the Offeror, to make a            
mandatory offer to minority shareholders of Capricorn to acquire their          
Capricorn shares on similar terms to the shares purchased by TAM from           
Greenblatt.                                                                     
CHANGE IN CONTROL AND MANDATORY OFFER                                           
TAM, as a consequence of the exercise of the options referred to above and      
the subsequent acquisition of shares underlying these options, is required      
to make a mandatory offer to all Capricorn minority shareholders at 13 cents    
per share, being the same price at which the shares underlying the put          
options, which were exercised, were acquired.                                   
Russell Turner Attorney`s, acting on behalf of Capricorn, has provided a        
cash confirmation to the Takeover Regulation Panel ("TRP") in accordance        
with the Act, indicating that TAM has sufficient funds available to satisfy     
the full acceptance of the mandatory offer.                                     
SALIENT DATES OF THE MANDATORY OFFER                                            
Shareholders are advised that details of the change in control, mandatory       
offer and salient dates relating to the mandatory offer are to be contained     
in the reverse listing circular to shareholders, which circular is being        
finalised and is expected to be posted on or about 20 February 2012.            
Johannesburg                                                                    
13 February 2012                                                                
Sponsor                                                                         
Arcay Moela Sponsors (Proprietary) Limited                                      
Date: 13/02/2012 16:01:01 Supplied by www.sharenet.co.za                     
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