Announcement of the conclusion of loan and rights offer agreement Erbacon Investment Holdings Limited (Registration number 2007/014490/06) (Incorporated in the Republic of South Africa) Share Code: ERB ISIN: ZAE000111571 (“Erbacon” or “the Company”) ANNOUNCEMENT OF THE CONCLUSION OF LOAN AND RIGHTS OFFER AGREEMENT 1. INTRODUCTION Shareholders are referred to the announcement dated 7 February 2013 whereby shareholders were advised that the Company has finalised agreements with certain providers of financial facilities in order to strengthen the position of the Company’s operating subsidiary, Civcon Construction (Pty) Limited. Subsequent to the aforementioned announcement, shareholders are hereby advised that the Company has since entered into a Loan and Rights Offer Agreement (“the L&R Agreement”) with Medu Capital Fund II (Pty) Limited (“Medu”) in order to procure additional capital. 2. RATIONALE Erbacon entered into the L&R Agreement in order to strengthen the Company’s balance sheet and to ensure that it can continue to grow going forward. 3. SALIENT FEATURES OF THE LOAN AND RIGHTS OFFER AGREEMENT 3.1 In terms of the L&R Agreement concluded it was inter alia agreed that: 3.1.1 the Company will propose a rights offer (“the Rights Offer”) to raise no less than R55 million at an issue price of 2 cents per Rights Offer share (“the Issue Price”); and 3.1.2 Medu will provide an interim Loan facility of R26.8 million to be repaid upon the successful implementation of the Rights Offer. 3.1.3 The Company’s major guarantee provider has agreed to extend the repayment terms in respect of loan facilities provided to 31 March 2015. The loan, which has a current balance R33,8 million, is primarily secured over the shares in the Company’s subsidiaries. 3.2 The Issue Price represents a discount of approximately 90% to the 30 day volume weighted average share price of 19.3 cents Erbacon as at 22 March 2013, being the date upon which the L&R Agreement was concluded. 3.3 All shareholders will be given the right to participate in the Rights Offer whereby they will be able to subscribe for shares, pro rata to their shareholding as at the record date. 4. SUSPENSIVE CONDITIONS RELATING TO THE L&R AGREEMENT All suspensive conditions have been fulfilled and the L&R Agreement is therefore unconditional. Shareholders having more than 75% of voting rights have provided irrevocable consents to indicate that they will pass any required resolutions to implement the Rights Offer. 5. FURTHER CORRESPONDENCE Full details of the proposed Rights Offer will be included in a circular to be sent to shareholders as well as an announcement to be released in due course. 6. CAUTIONARY ANNOUNCEMENT As the proposed Rights Offer may have a material effect on the share price of Erbacon, shareholders are accordingly advised to exercise caution when dealing in the securities of the Company until a further detailed announcement setting out the full terms of the Rights Offer as well as the detailed pro forma financial effects of the Rights Offer is made. Johannesburg 28 March 2013 Designated Adviser: PSG Capital Proprietary Limited Date: 28/03/2013 03:25:00 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.