Update on Canomby transaction and renewal of cautionary JCI Limited (Incorporated in the Republic of South Africa) Registration number 1894/00854/06 Share code: JCD ISIN: ZAE0000039681 (Suspended) ("JCI" or "the Company") UPDATE ON THE TRANSACTIONS BETWEEN JCI INVESTMENT FINANCE PROPRIETARY LIMITED(“JCIIF”), BOSCHENDAL PROPRIETARY LIMITED (“BOSCHENDAL”) ND CANOMBYS LIMITED (“CANOMBYS”) AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction JCI shareholders are referred to the announcement released on SENS on 6 August 2012 which outlined the key terms of the Transaction Agreement between JCIIF, Boschendal and Canombys regarding the recapitalisation of Boschendal whereby: - Boschendal will issue 769,608 Boschendal shares to Canombys for R76.96 reducing JCI’s indirect shareholding in Boschendal from 62.67% to 49.00%; - Canombys will advance R79,999,923.04 to Boschendal as a shareholders loan; - the JCIIF and Canombys shareholder loans to Boschendal will be equalised such that Canombys and JCIIF shall hold 51% and 49% respectively of the shareholder loans owing by Boschendal to its shareholders; - thereafter, Boschendal shall effect a rights offer to its shareholders to raise R20,000,000.00 of additional capital. (collectively the “Transactions”). This announcement provides JCI shareholders with: - an update regarding the implementation of the Transactions and the outstanding conditions precedent; - an update on the categorisation of the Transactions following the receipt of a formal ruling from the JSE Limited (“JSE”); and - an overview of the key terms agreed in the Transaction Agreement and the shareholders agreement (which incorporates the MOI agreed to between JCIIF and Canombys and to be adopted by Boschendal) (“Shareholders Agreement”). 2. Categorisation of the Transactions and JCI’s continued listing The JSE was initially approached regarding the categorisation of the Transactions and it was concluded that the Transactions represent a Category 1 transaction in terms of the JSE Listings Requirements, which was reflected in the SENS announcement dated 6 August 2012. The JSE have, following further interaction, provided a formal ruling that the Transactions represent a Category 2 transaction in terms of the JSE Listings Requirements, and as a result no shareholders meeting is required in terms of the JSE Listings Requirements to approve the Transactions. As part of the formal ruling, the JSE highlighted that once the Transactions have been implemented, JCI will not control the majority of its assets in terms of the JSE Listings Requirements and has requested that JCI submit details to the JSE justifying its continued listing on the exchange. JCI shareholders are advised of the fact that JCI will no longer control the majority of its assets following the Transactions and that this may result in the delisting of JCI. 3. Conditions precedent As at the date of this announcement all of the conditions precedent to the Transactions have been fulfilled and/or waived. 4. Pro forma financial effects of the Transactions The pro forma financial effects of the Transactions on JCI’s unaudited net asset value statement are not significant. 5. Key terms of the Transactions Shareholders of JCI are once again referred to the announcement dated 6 August 2012 for more detail on the key terms of the Transactions. 6. Other key terms of the Transaction Agreement and Shareholders Agreement The Transaction Agreement states that after the date of signature, JCIIF and Canombys shall use reasonable endeavours to conclude a shareholders’ agreement in respect of Boschendal and to adopt a new MOI. The Shareholders Agreement which incorporates the MOI agreed to between JCIIF and Canombys and to be adopted by Boschendal, was entered into on or about 16 August 2012 and includes, inter alia, provisions relating to the following: 6.1. the appointment of the board of directors of Boschendal and how voting is to be conducted at meetings thereof; 6.2. the holding of shareholders' meetings and how voting will be conducted thereat; 6.3. minority protections; 6.4. pre-emptive rights; 6.5. deemed offer provisions; 6.6. come along provisions; 6.7. tag along provisions; 6.8. provisions relating to the funding of Boschendal including the undertaking that any funding required by Boschendal will be provided firstly out of the cash generated by the business of Boschendal, secondly, by way of funding obtained on commercial terms in the open market and lastly by way of a rights issue to the Boschendal Shareholders; 6.9. an undertaking from JCIIF to make an offer of the Boschendal Shares held by JCIIF to Canombys if JCIIF fails to distribute the Boschendal Shares held by it (other than in certain circumstances) to its shareholders within a period of two years following the implementation of the Transactions. 7. Renewal of cautionary Shareholders are reminded that JCI is in the process of finalising its 2011 and 2012 annual financial statements, and as a result, are advised to continue to exercise caution when dealing in the company’s securities until the release of the aforementioned annual financial statements. Johannesburg 18 September 2012 Sponsor: Investec Bank Limited Legal adviser to JCI: Eversheds Legal adviser to Canombys: Edward Nathan Sonnenbergs Date: 18/09/2012 04:00:00 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. 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