Announcement regarding the sale and repurchase agreement entered into between the Company and renewal of cautionary BK One Limited Incorporated in the Republic of South Africa Registration Number: 2011/008103/06 Preference Share Code: BK1P ISIN: ZAE000161352 “BK One” or “the Company” Announcement regarding the sale and repurchase agreement entered into between the Company and Winn Developments Close Corporation (“Winn Developments”) with regard to the Company’s investment in a structured investment vehicle (the “Structured Investment”) (the “Agreement”) and renewal of cautionary announcement 1 Introduction Shareholders are advised that, on 1 March 2013, the Company entered into a binding sale and repurchase agreement with Winn Developments in terms of which it sold the claims held by it in the Structured Investment, constituting an investment in a securitisation special purpose vehicle, and acquired an option to purchase the same claims by 31 May 2013 (“Call Option”). The substance of the agreement is that of a lending arrangement as the Company expects to exercise the Call Option and re-acquire the Structured Investment. 2 Terms of the Agreement In terms of this agreement Winn Developments will acquire the Company’s investment in the Structured Investment vehicle to serve as security. This Structured Investment is presently valued at R26.4 million and, in terms of the Agreement, will be sold to Winn Developments for R12.5 million. The Company will have the right to reacquire the investment for R15 million on or before 31 March 2013, R15.25 million after 31 March 2013 but on or before 30 April 2013 and R15.5 million after 30 April 2013 but on or before 30 May 2013 (the “Repurchase Amount”). Ownership of the investment will transfer back to the Company upon full payment of relevant Repurchase Amount. Winn Developments shall not reduce the capital amount of the Structured Investment without the prior written consent of the Company during the period that it has ownership of the Structured Investment. It may also not encumber the Structured Investment in any way for the duration of that period. Should a liquidity event occur at the level of the Structured Investment, Winn Developments will pay any difference greater than the Repurchase Amount to the Company. 3 Rationale for the Agreement The Company has entered into the Agreement as an interim liquidity measure in order to unlock value within the Company’s portfolio. 4 Pro forma financial effects Based on the unaudited interim financial results of the Company for the six month period ended 31 August 2012, the pro forma financial effects of the Agreement on the Company’s earnings per share, headline earnings per share, net asset value ("NAV”) per share and tangible net asset value (“TNAV”) per share are set out below. The pro forma financial information has been prepared for illustrative purposes only and because of its nature may not provide a true reflection of the Company’s financial position, nor the effect and impact of the Agreement on the Company going forward. The pro forma financial information is the responsibility of the directors of the Company and has not been reviewed by the Company’s auditors. Before the After the % Change Agreement Agreement (1) (2) NAV (cents) (3) 788.8 776.2 (1.6) TNAV (cents) (3) 788.8 776.2 (1.6) Earnings per share (cents) (3) (340.8) (353.3) (3.7) Headline earnings per share (cents) (3) (340.8) (353.3) (3.7) Preference shares in issue ('000) 20 102 20 102 Notes: 1 Extracted from the unaudited interim financial result of the Company for the six month period ended 31 August 2012. 2 Based on the assumption that the Agreement was concluded during the financial period commencing 1 March 2012. 3 Based on the assumption that the Call Option in the Agreement is exercised and proceeds from the sale of the investment earn interest at 5.5% per annum and that BK One’s effective tax rate is 28%. The Agreement will have a material effect on the Company’s NAV per share and TNAV per share if the Call Option in the agreement is not exercised. Before the After the % Change Agreement Agreement (4) (5) NAV (cents) (6) 788.8 737.3 (6.5) TNAV (cents) (6) 788.8 737.3 (6.5) Earnings per share (cents) (6) (340.8) (392.2) (15.1) Headline earnings per share (cents) (6) (340.8) (392.2) (15.1) Preference shares in issue ('000) 20 102 20 102 Notes: 4 Extracted from the unaudited interim financial result of the Company for the six month period ended 31 August 2012. 5 Based on the assumption that the Agreement was concluded during the financial period commencing 1 March 2012. 6 Based on the assumption that the Call Option in the Agreement is not exercised and proceeds from the sale of the investment earn interest at 5.5% per annum and that BK One’s effective tax rate is 28%. 5 Renewal of cautionary announcement Shareholders are referred to the Company’s previous cautionary announcements, relating to the cession and assignment of its option to acquire selected assets from Basileus Investments Proprietary Limited to Isitsaba Investment Group Limited, and are advised to continue to exercise caution when dealing in the Company’s securities until a further announcement is made. Cape Town 6 March 2013 Debt sponsor to BK One Attorneys Nedbank Capital, a division of Nedbank CDH Limited Date: 06/03/2013 07:30:00 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.