RLF - Rolfes Holdings Limited - Acquisition by Rolfes of the remaining equity

RLF - Rolfes Holdings Limited - Acquisition by Rolfes of the remaining equity   
in Amazon Colours (Proprietary) Limited                                         
ROLFES HOLDINGS LIMITED                                                         
(formerly Rolfes Technology Holdings Limited)                                   
(Incorporated in the Republic of South Africa)                                  
(Registration Number:  2000/002715/06)                                          
JSE Share Code:  RLF                                                            
ISIN:  ZAE0000159836                                                            
("Rolfes" or "the Company")                                                     
ACQUISITION BY ROLFES OF THE REMAINING EQUITY IN AMAZON COLOURS (PROPRIETARY)   
LIMITED ("AMAZON")                                                              
1.   Introduction                                                               
    Shareholders are advised that Rolfes, through its subsidiary Rolfes         
    Colour Pigments International (Proprietary) Limited, has entered into an    
    agreement with Andrew James Reay ("the Seller"), in terms of which          
Rolfes will acquire the 30% of the issued ordinary share capital in         
    Amazon which it does not already own, together with any claims which the    
    Seller has against Amazon ("the Remaining Equity in Amazon")("the           
    Transaction").                                                              
2.   Nature of Amazon`s business and Transaction Rationale                      
    Amazon is a well known manufacturer of water-based pigment dispersions      
    for the paint industry, specifically supplying the point of sale            
    dispersions market.                                                         
Rolfes acquired 70% of the issued ordinary share capital in Amazon with     
    effect from 1 November 2011.  The original acquisition was motivated by     
    Rolfes` desire to inter alia gain a presence in the point of sale           
    dispersions market which it had as yet not entered and to provide Rolfes    
with access to Amazon`s comprehensive intellectual property and well        
    respected name and brand in the market place.                               
    Rolfes has been satisfied with the performance of Amazon since the          
    original acquisition and has therefore sought to increase its investment    
in Amazon and obtain complete control thereby allowing Rolfes to further    
    pursue the abovementioned objectives which motivated the original           
    acquisition.                                                                
3.   Salient features of the Transaction                                        
The purchase consideration in respect of the Remaining Equity in Amazon     
    is an amount of R2,25 million payable in cash.  Rolfes will fund this       
    from existing cash resources.                                               
    The effective date of the Transaction is 30 June 2012.                      
The Transaction is conditional upon the Seller lodging a written            
    resignation from his employment contract with Amazon and renouncing any     
    further claims of any nature that he may have.                              
4.   Financial information in respect of the Transaction                        
The net assets that are the subject of the Transaction and the profits      
    attributable thereto are not significant.  In addition, the pro forma       
    effects of the Transaction on Rolfes` net asset value per share, net        
    tangible asset value per share, earnings per share and headline earnings    
per share are not significant.                                              
5.   Small related party transaction                                            
    In terms of s10.1 of the JSE Limited ("the JSE") Listings Requirements      
    ("the Listings Requirements") the Seller is considered a related party      
in relation to Rolfes by virtue of the fact that he is a director of an     
    indirect subsidiary of the Company.  The Transaction is classified as a     
    small related party transaction in terms s10.7 of the Listings              
    Requirements.                                                               
Grindrod Bank Limited ("Grindrod Bank"), acting as an independent           
    professional expert to the Company, has provided the JSE with written       
    confirmation that the terms of the Transaction are fair to the              
    shareholders of Rolfes.                                                     
Grindrod Bank`s fairness opinion will lie open for inspection at the        
    registered office of the Company for a period of 28 days from the date      
    of this announcement.                                                       
Johannesburg                                                                    
14 June 2012                                                                    
Sponsor and Independent Professional Expert                                     
Grindrod Bank Limited                                                           
Date: 14/06/2012 15:00:03 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.