Further Detailed Cautionary Announcement JOHN DANIEL HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: JDH - ISIN: ZAE000136677 ("the Company" or "JDH" or "the Group") FURTHER DETAILED CAUTIONARY ANNOUNCEMENT Background Further to the cautionary announcements released on SENS, the last one being released on 19 November 2012, JDH is pleased to announce that the Company has signed an acquisition agreement ("Agreement") with Escalator Capital Global Limited ("Global"), the ultimate controlling shareholder in JDH, which sets out the acquisition of Global’s investments in three of its subsidiaries (“the Proposed Transaction”). One of the three subsidiaries, Escalator Capital (RF) Limited (“Escalator Capital”) is the direct controlling shareholder of JDH. If successful the acquisition will result in a reverse takeover as defined in the JSE Listing Requirements and will require shareholder approval in General Meeting. This announcement summarises the key terms and conditions contained in the Agreement. The Agreement is subject to certain suspensive conditions as noted below. Until the suspensive conditions are met, neither the Agreement nor this announcement constitutes consummation of the Proposed Transaction nor a firm intention on the part of JDH to make an offer to shareholders of Escalator Capital, Escalator Capital Namibia Limited (“Escalator Namibia”) or Escalator Africa Limited (“Escalator Africa”) in accordance with the requirements of the Companies Act, 2008 (No. 71 of 2008) (“the Act”) and the Takeover Regulations or any other relevant law. Details of the Proposed Transaction The Proposed Transaction will, if successfully concluded, comprise the purchase of: - 400 000 000 shares in Escalator Capital which represents 66.67% of Escalator Capital’s issued capital. Escalator Capital is a company incorporated in terms of the laws of the Republic of South Africa; - 5 100 000 shares in Escalator Namibia, which represents 99.99% of Escalator Namibia’s issued capital. Escalator Namibia is a company incorporated in terms of the laws of the Republic of Namibia; and - 420 000 000 shares in Escalator Africa, which represents 70.00% of Escalator Africa’s issued capital. Escalator Africa is a company incorporated in terms of the laws of the Republic of Swaziland. The purchase consideration has been determined as R46 499 982 with the effective date of the transaction being no later than 1 January 2013. The proposed purchase consideration will be settled by the issue of 774 999 692 JDH ordinary shares issued at the 30 day VWAP price of 6 cents per share. JDH`s potential equity acquisition may constitute an "affected transaction" for Escalator Capital in terms of the Act and the Takeover Regulations thereto, and accordingly JDH may be required to make a mandatory offer to all Escalator Capital shareholders. JDH may also be required to make a mandatory offer to the shareholders of Escalator Namibia and Escalator Africa. Rationale for the Proposed Transaction JDH believes that the Proposed Transaction represents both a compelling value and strategic proposition for shareholders for the following reasons: - the proposed acquisitions are a continuation of the JDH Group’s restructure and recapitalisation process initiated in September 2010. It is aimed at ensuring wealth generation and the future sustainability of the listed group; - the combined group’s statement of financial position is likely to reflect a significantly improved net asset value position and the results of operations are likely to support future shareholder value; - the enlarged Group will have direct access to fund raising expertise and funding lines; and - the enlarged listed Group intends applying to JSE Limited (“the JSE”) for the transfer of its listing from the Venture Capital Market to the Main Board of the list in due course. The new Group’s main focus will be on the financial services sector and intends changing its name to reflect the change in shareholding and focus, subject to shareholder approval. Conditions precedent to the Proposed Transaction The Proposed Transaction will be subject to the fulfillment of conditions precedent which is customary for transactions of this nature. Such conditions precedent include, inter alia: - approval of the transaction by the JDH board of directors; - approval of the transaction by JDH shareholders in general meeting; - approval by the Takeover Regulation Panel, if and where applicable; - approval by the South African Reserve Bank, if and where applicable; - approval by the JSE, if and where applicable. A detailed terms announcement will, subject to the approval of the South African Takeover Regulation Panel and the JSE be released in due course. Shareholders are advised to continue to exercise caution when dealing in the Company`s shares until a further announcement is made. Johannesburg 14 December 2012 Sponsor Arcay Moela Sponsors (Proprietary) Limited Date: 14/12/2012 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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