SHERBOURNE CAPITAL LIMITED - General issue of shares for cash

General issue of shares for cash

Sherbourne Capital Limited
(Previously IFCA Technologies Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2006/030759/06)
Share code: SHB ISIN: ZAE000165403
(“Sherbourne” or “the Company”)

GENERAL ISSUE OF SHARES FOR CASH

  1. Introduction

     At the annual general meeting of shareholders held on 24 July 2012, the requisite majority of shareholders
     approved an ordinary resolution authorising the directors to issue up to 50% of Company's issued share
     capital for cash in accordance with the Listings Requirements of the JSE Limited (“JSE”).

     On 13 November 2012, Sherbourne issued 175 000 000 ordinary shares at 2.92 cents per share resulting
     in net proceeds received of R5 110 000. (“the general issue”). The general issue was implemented at the
     30 day weighted average traded price of Sherbourne shares for the 30 business days preceding 29
     October 2012, being the date that the price of the issue was agreed. The JSE approved the issue of the
     shares on 13 November 2012. Furthermore, as announced on SENS on 2 November 2012, the Company
     issued 110 000 000 shares at an issue price of 3.332 cents per share (“previous general issue”).

  2. Rationale for the general issue

     This general issue was implemented to raise capital to service the cash payments due in respect of the
     acquisition of Arkein International Limited as announced on SENS on 18 October 2012.

  3. Financial effects of the issue

     The table below sets out the unaudited pro forma financial effects of the issue on the loss, headline loss,
     net asset value and net tangible asset value per share. The pro forma financial effects have been
     calculated on Sherbourne’ results for the six months ended 30 June 2012. The unaudited pro forma
     financial effects are provided for illustrative purposes only and because of their nature they may not give a
     fair reflection of Sherbourne' financial position after the issue. The pro forma financial effects are the
     responsibility of the Company’s directors.

                                 Before the general      After the general   After the          Percentage
                                                            
                                 issue 1                 issue 2             general issue      change (%)
                                                                             3,4


Loss per share (cents)                       (0.89)         (0.78)               (0.66)           15.4
Headline   loss   per    share               (1.90)         (1.68)               (1.43)           14.9
(cents)
Net asset value per share                    (2.80)         (1.70)               (0.70)           58.8
(cents)
Net tangible asset value per                 (2.80)         (1.70)               (0.70)           58.8
share (cents)
Weighted average number of                  452 869         507 869              595 369
shares in issue (000)
Shares in issue (000)                       496 875         606 875              781 875

  Notes:
  1. Extracted from the published unaudited interim results of Sherbourne for the six months ended 30 June
     2012.
  2. Extracted from the SENS announcement of 2 November 2012 relating to the general issue of shares for
     cash, where 110 000 000 ordinary shares were issued at a price of 3.332 cents per share.
  3. Earnings and headline earnings per share in the “After the general issue” column have been based on the
     following assumptions:
          a. the issue was effective on 1 January 2012;
          b. the weighted number of shares in issue Before and After the issue were 452 869 000 shares and
             595 369 000 shares respectively (the After the issue amount includes the shares issued for cash on
             15 October 2012); and
          c. The proceeds received from the general issue were held in a notice account at an after tax interest
             rate of 4%, yielding after tax interest received of R 102 200 for the six months period ended 30 June
             2012.
  4. Net asset value and Net tangible asset value per share in the “After the issue” column have been based on
     the following assumptions:
          a. the issue was effective 30 June 2012;
          b. the number of shares in issue at 1 January 2012 was 496 875 000 before the issue and 781 875 000
             after the issue (including the shares issued for cash on 15 October 2012).
  5. The percentage change is calculated based on the pro forma financial effects after the general issue
     compared to the pro forma financial effects after the previous general issue.
  6. The pro forma financial effects have not been reviewed by Sherbourne’s auditors.

 Johannesburg
 16 November 2012
 Designated Adviser: Bridge Capital Advisors (Pty) Limited




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