Disposal of Property RBA Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) JSE Share Code: RBA ISIN: ZAE000104154 (“RBA” or “the company”) DISPOSAL OF PROPERTY 1. INTRODUCTION On 18 July 2012, RBA announced that RBA Executive Homes (Pty) Ltd, a wholly owned subsidiary of RBA, has accepted an offer to sell Erf 1188, Beverly Extension 64 Township, City of Johannesburg (“the property”) (“the disposal”) to Shell South Africa Marketing (Pty) Ltd(“the purchaser”). The offer had been subject to certain suspensive conditions which have been fulfilled and a formal sale agreement has consequently been entered into by the parties on 10 October 2012. 2. RATIONALE FOR THE DISPOSAL The property was acquired by RBA Executive Homes (Pty) Ltd with a view to establishing a more upmarket development. RBA Executive Homes is no longer operational and over time the property has become better suited for commercial purposes which is not RBA’s core business and therefore is not viewed as a strategic asset for residential development. The proceeds from the sale will provide a cash flow injection and will be utilised to settle certain liabilities. 3. DESCRIPTION OF THE PROPERTY The property is situated along William Nicol Drive in Fourways, Johannesburg. 4. TERMS AND CONDITIONS OF THE DISPOSAL 4.1 RBA agreed to dispose of the property for R 7 410 000, inclusive of VAT, payable upon registration of transfer of the property into the name of the purchaser. 4.2 The property was sold voetstoots and without any warranties, but subject to all conditions and servitudes mentioned in the title deed or any town planning scheme. 5. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide information about how the disposal may have impacted on RBA’s results and financial position. The pro forma financial effects have been prepared in accordance with International Financial Reporting Standards. Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the company’s results and financial position after the disposal. The unaudited pro forma financial effects are based on the unaudited financial information of RBA for the 6 month period ended 30 June 2012. The directors of RBA are responsible for the preparation of the unaudited pro forma financial effects. Before the Pro forma After the disposal disposal unaudited unaudited 30 June 2012 30 June 2012 Change Earnings per share (cents) 0.13 0.50 284.6% Headline earnings per share (cents) 0.44 0.44 0% Net asset value per share (cents) 16.21 16.53 1.97% Net tangible asset value per share (cents) 14.44 14.76 2.22% Weighted average shares in issue 369 360 312 369 360 312 Number of shares in issue at period end 429 976 189 429 976 189 Notes: (1) For the purpose of calculating the earnings and headline earnings per share, it is assumed that the disposal was implemented on 1 January 2012 and for the purpose of calculating the net asset value and the net tangible asset value per share, it is assumed that the disposal was implemented on 30 June 2012. (2) The "Before the disposal" column has been extracted without adjustment, from the unaudited interim results of RBA for the period ended 30 June 2012. (3) The "After the disposal" earnings per share includes an after tax profit on the disposal of R1,4 million. This profit has been deducted for the calculation of headline earnings per share. (4) The "After the disposal" net asset value and net tangible asset value per share have been adjusted to exclude the value of the property. 6 CATEGORISATION OF THE DISPOSAL The disposal is categorised, in terms of the JSE Limited’s Listings Requirements, as a Category 2 transaction and does not require shareholders’ approval. 16 October 2012 Johannesburg Designated Adviser Exchange Sponsors Date: 16/10/2012 10:00:00 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. 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.