Trading Statement, Acquisition By Ububele Agri Proprietary Limited Of A 51% Shareholding In Turf-Ag Products Ububele Holdings Limited Incorporated in the Republic of South Africa (Registration number: 1998/011074/06) Share code: UBU ISIN Code: ZAE000140182 (“Ububele” or “the Company”) TRADING STATEMENT, ACQUISITION BY UBUBELE AGRI PROPRIETARY LIMITED OF A 51% SHAREHOLDING IN TURF-AG PRODUCTS PROPRIETARY LIMITED AND CAUTIONARY ANNOUNCEMENT A) TRADING STATEMENT In terms of the Listings Requirements of the JSE Limited (“JSE”), a listed company is required to publish a trading statement as soon as it becomes aware that the financial results for the next period to be reported on will show a 20% or more difference from those of the previous corresponding period. Ububele hereby advises that a reasonable degree of certainty exists that, for the six months ended 31 December 2012: • attributable earnings/(loss) per share from all operations will be between 1.41 cents and 4.11 cents or between 110.4% to 130.4% higher than that for the six months ended 31 December 2011. • headline earnings per share from all operations will be between 1.27 cents and 1.73 cents or between 24.8% to 44.8% lower than that for the six months ended 31 December 2011; and • attributable earnings per share from continuing operations will be between 2.43 cents and 3.13 cents or between 12.1% to 31.8% lower than that for the six months ended 31 December 2011; • headline earnings per share from continuing operations will be between 0.94 cents and 2.12 cents or between 64.2% to 84.2% lower than that for the six months ended 31 December 2011; The financial information included in this trading statement has not been reviewed or reported on by the auditors of Ububele. B) ACQUISITION BY UBUBELE AGRI PROPRIETARY LIMITED OF A 51% SHAREHOLDING IN TURF-AG PRODUCTS PROPRIETARY LIMITED 1. THE ACQUISITION Shareholders are hereby advised that Ububele Agri Proprietary Limited (“Ububele Agri”), a subsidiary of the Company, together with Messrs Wilhelm de Wet (“de Wet”) and Albert Lintvelt (“Lintvelt”)(collectively “the Purchasers”), have entered into a sale of shares agreement (“the Agreement”) with Mr Andries Willem Stefanus du Toit (“du Toit”) on behalf of the Willie Du Toit Trust (“the Seller”), in terms of which the Purchasers will acquire 100% of the issued share capital in Turf-Ag Products Proprietary Limited (“Turf-Ag”) and all rights, title and interest to Seller’s shareholder loans in Turf-Ag (“the Acquisition”) from the Seller. In terms of the Acquisition, the Purchasers will acquire the following interests in Turf-Ag: • Ububele Agri – 51%; • de Wet – 24.5%; and • Lintvelt – 24.5%. 2. BUSINESS CARRIED ON BY TURF-AG Turf-Ag imports and distributes agricultural and turf irrigation equipment. Turf-Ag operates throughout South Africa and supplies products to the agriculture and turf market. The company holds the distribution rights to the well-known American irrigation brand, Hunter. 3. EFFECTIVE DATE OF THE ACQUISITION The effective date of the Acquisition is 1 April 2013. 4. RATIONALE FOR THE ACQUISITION The rationale for the Acquisition is that it will add complementary products to the basket of products currently supplied to Ububele clients. In addition, Ububele is in the process of installing approximately 100 weather stations throughout South Africa over a three year period, to provide its clients with accurate, up to date weather information. Ububele considers water management to be a critical future resource focus area in Africa. With its new investment into water management and irrigation, Ububele will enable its clients to farm more scientifically and more effectively. 5. PURCHASE CONSIDERATION The total consideration payable by the Purchasers to the Seller for the Acquisition is the sum of R6 600 000, payable in cash (“the Purchase Consideration”). Ububele Agri’s portion of the Purchase Consideration, for its effective 51% shareholding in Turf-Ag, is R3 093 080.13. 6. CONDITIONS PRECEDENT The Acquisition is subject to the following conditions precedent that has not been fulfilled: i) by no later than close of business on 25 March 2013, Messrs Wilhelm de Wet and Albert Lintvelt shall have been granted a loan for the amount of their portion of the Purchase Consideration by First National Bank; ii) Within five business days from the Signature Date, the Seller will deliver to the Purchasers a certified copy of a resolution of the trustees for the time being of the Seller: (a) approving the terms and conditions of the sale contemplated by the Agreement; (b) confirming and ratifying the authority of the person who signed the Agreement; and (c) confirming and accepting that the Seller is bound by the terms and conditions of the Agreement; iii) within ten business days of the Signature Date each of the counterparties to the Consent Contracts will approve in writing unconditionally, or subject to conditions acceptable to the Purchasers in their sole discretion, the transactions contemplated in the Agreement; and iv) within five business days of the Signature Date (or by such later date as the Parties may agree in writing), the Seller will deliver to the Purchasers a signed restraint of trade agreement. 7. GUARANTEES AND WARRANTIES The Purchaser will endeavour to procure the release of the Seller and du Toit from the suretyships, guarantees or other acts of intercession (“Guarantees”) that have been provided in respect of Truf-Ag. The Seller and/or du Toit have provided Guarantees in the amount of US$451 935 to Hunter Industries Incorporated (“Hunter”) for the supply on credit of various irrigation products (“the Hunter Guarantees”). The Seller and du Toit have agreed to keep the Hunter Guarantees and the security provided in place until 29 July 2015. In addition to the Hunter Guarantees, Turf-Ag has an existing current credit amount with Hunter, which the Purchasers will endeavour to procure the release of the Seller and du Toit from any obligation to Hunter in this regard. Warranties as are normal in transactions of this nature have been provided by the Seller, to the Purchasers. 8. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects of the Acquisition will be released following the publication of the interim results for the six months ended 31 December 2012. It is anticipated that the interim results will be released on SENS on or about 20 March 2013. 9. CATEGORISATION OF THE TRANSACTION The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE. 10. CAUTIONARY ANNOUNCEMENT Shareholders are advised to exercise caution when dealing in the Company’s securities until a full announcement regarding the pro forma financial effects in relation to the Acquisition is made. 15 March 2013 Cape Town Designated Adviser PSG Capital Date: 15/03/2013 12:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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