Mirror Listing - Revised Pro Forma Financial Effects SA FRENCH LIMITED Incorporated in the Republic of South Africa (Registration number: 1982/009174/06) Share code: SFH ISIN: ZAE000108890 (“SA French”) MIRROR LISTING OF SA FRENCH – REVISED PRO FORMA FINANCIAL EFFECTS 1. INTRODUCTION Shareholders are referred to the announcement released on SENS on 14 September 2012, detailing the abridged prospectus with respect to the SA French mirror listing and other corporate actions. In terms of that announcement, shareholders were advised that the Independent Reporting Accountants would issue a review opinion on the Forktech financial information (required in terms of paragraph 8.29(c)(iii) of the JSE Listings Requirements) for the period ended 31 December 2011 (the pro forma financial information contained in the circular to shareholders relied on a pro-rata apportionment between the latest unpublished management accounts and the audited financial statements of Forktech for the period ending 30 September 2011). Shareholders were further advised that the details of the review opinion as well as the impact of the reviewed results on the pro forma financial effects were to be published on SENS prior to the General Meeting. The Company confirms that the Forktech review by the independent auditors has been completed and accordingly details hereof and the implications for the Company’s pro forma financial effects are contained below. Shareholders are advised to refer to the circular posted on 14 September 2012 for references to specific definitions and agreement terms contained in this announcement. 2. FORKTECH REVIEW OPINION The Forktech financial results for the period ended 31 December 2011 have been reviewed by independent reporting accountants, RSM Betty & Dickson (Johannesburg), in accordance with International Standards on Review Engagements ISRE 2400 – Review of Financial Information, and their unqualified review conclusion, is available for inspection at the registered office of the Company. The accounting policies have been consistent with those of the most recent financial statements. 3. REVISED PRO FORMA FINANCIAL EFFECTS The pro forma financial effects as previously published have been revised and are detailed below. The Scheme, the Cash Issue, the Shareholder Loan Conversion, the Acquisition, the Specific Share Issue to Directors and the Midlane Subscription are collectively referred to as the “Transactions” for purposes of this section. After Shareholder Loan Conversion and After Cash Specific Issue and Before the Share Issue Midlane After Transactions After to Subscripti Acquisition % 1 Scheme2 Directors on3 5 change Profit for the period 219 219 219 836 56 -74.43% Headline (loss)/earni ngs per - share -916 -916 -916 -299 -1 079 17.79% Net asset value per share (cents) 9.06 90.57 90.58 91.80 91.47 0.99% Net tangible asset value per share - (cents) 9.06 90.57 90.58 91.80 86.49 4.50% Basic earnings per share - (cents) 0.04 0.39 0.38 0.88 0.06 85.54% Headline (loss)/earni ngs per share (cents) -0.16 -1.62 -1.60 -0.32 -1.08 33.38% Weighted and actual number of shares in issue at the end of the 100 139 period 566 375 689 56 637 569 57 139 820 94 639 820 820 3.1 The unaudited pro forma financial effects of the Transactions on shareholders are the responsibility of the SA French directors. 3.2 The unaudited pro forma financial effects of the Transactions have been prepared for illustrative purposes only to assist shareholders in assessing the impact of the Transactions on the unaudited interim results of SA French for the six months ended 31 December 2011 and, due to its nature, may not give a fair reflection of SA French’s financial position and results after the Transactions. 3.3 The independent reporting accountants have reviewed the results of Forktech and their previous report on the pro-forma information has been withdrawn and their revised report on the pro-forma financial information is available for inspection at the Company’s registered office. Notes and assumptions: 1. The amounts set out in the “Before the Transactions” column above have been extracted from the published unaudited consolidated financial results of SA French for the six months ended 31 December 2011. 2. Shareholders will receive the Scheme Consideration of 1 (one) Torre share for every 10 (ten) Scheme Shares disposed of in terms of the Scheme. 3. The Cash Issue is for an amount of R30 million in respect of 30 000 000 Torre shares issued at R1 (one Rand) each. The effect of the Cash Issue is presented net of transaction fees of R3 million. The Midlane Subscription is for 7 500 000 shares at R1 (one Rand) in terms of a loan agreement as contemplated in the circular. Accordingly, the Cash Issue and the Midlane Subscription will result in an increase of R34,5 million in total NAV (92 cents per newly issued share) and an increase in NAV per newly issued share to 91.80 cents per share. 4. It has been assumed that: (a) the Transactions had been implemented on 31 December 2011 for purposes of compiling the statement of financial position and on 1 July 2011 for purposes of compiling the statement of comprehensive income; (b) the Cash Issue will be for an amount of R30 million; (c) the earn out targets in respect of the Acquisition as contemplated in paragraphs 4.2.1(ii) and (iii) of Section B in the Circular are fully met (i.e. full contingent consideration paid in respect of the Acquisition, calculated in accordance with IFRS3); (d) all the Transactions are implemented; (e) transaction fees amount to R3 million and will be applied against share capital; (f) a portion of the proceeds from the Cash Issue were utilised to settle R0.83 million interest bearing debt resulting in a finance cost saving of R38 000. Interest bearing debt carried an interest rate of 9% per annum (calculation assumes monthly interest compounding); and (g) the portion of the proceeds from the Cash Issue which were not utilised to settle debt or fund the Acquisition (R13.79 million) earned interest at 5% per annum resulting in investment revenue of R348 000 (calculation assumes monthly interest compounding). (h) the loan agreement for the Midlane Subscription carries interest at the Official Rate of Interest as published by SARS from time to time (currently 6%) giving rise to investment revenue of R231 000 (calculation assumes interest shall be compounded monthly and be due and payable at maturity as per the terms of the Loan Agreement) 5. Financial information relating to Forktech was extracted from its reviewed financial statements for the period 1 July 2011 to 31 December 2011 (previously extracted from the latest unpublished management accounts and the audited financial statements for the period ending 30 September 2011 as outlined above – changes are predominantly attributable to the seasonality of Revenue). 6. All adjustments have a continuing effect. 4. NOTICE OF GENERAL MEETING OF SA FRENCH SHAREHOLDERS Shareholders are reminded that the general meeting of SA French shareholders will be held at 11:00 on Wednesday, 17 October 2012 at 461 Flower Close, Greenhills Industrial Park, Tunney Extension 9, Germiston (the "General Meeting") for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out in the notice of the General Meeting included in the Circular. 5. RESPONSIBILITY STATEMENT The independent board of SA French accept responsibility for the information contained in this announcement. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information included. Johannesburg 11 October 2012 Corporate advisor: AfrAsia Corporate Finance Proprietary Limited Designated advisor: PSG Capital Proprietary Limited Date: 11/10/2012 02:30:00 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. 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.