ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES RBA Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) (JSE code: RBA ISIN: ZAE000104154 (“RBA” or “the company”) ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES 1. Introduction and rationale for acquisition Shareholders are advised that a wholly owned subsidiary of RBA, namely RBA Developments (Tshwane) (Pty) Ltd (“the Purchaser”) has entered into an agreement with the Clayville Garden City Housing Company Proprietary Limited for the acquisition of nine properties in Clayville Extension 28 Township for purposes of developing affordable housing (“the acquisition”). 2. Description of the properties The properties are Erven 2181 – 2188 and 2190 Clayville Extension 28 Township (“the Properties”) and is approximately 17.4 hectares in size in total. 3. Terms and conditions of the acquisition The aggregate purchase price of the properties amounts to R 14 500 000 (excluding VAT) and the agreement is subject to the Purchaser being granted a loan on or before 1 May 2013 of an amount of not less than the purchase price, plus a further loan facility for the payment of VAT payable on the Purchase Price. The agreement makes provision for an extension of time to obtain finance that will not be unreasonably withheld. It is currently envisaged that the key impediment to gaining finance will be the need to secure sufficient electrical supply for the proposed development of sectional title units on the property in line with RBA’s new strategic approach to the rental market. Shareholders will be informed once the suspensive condition has been fulfilled. 4. Unaudited pro forma financial effects of the acquisition The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide information about how the acquisition may have impacted on RBA’s results and financial position. The pro forma financial effects have been prepared in accordance with International Financial Reporting Standards. Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the company’s results and financial position after the acquisition. The unaudited pro forma financial effects are based on the reviewed financial information of RBA for the 12 month period ended 31 December 2012. The directors of RBA are responsible for the preparation of the unaudited pro forma financial effects. Before the Pro forma After acquisition the acquisition reviewed 31 Dec 2012 31 Dec 2012 Change Earnings / (loss) per share (cents) (2.35) (2.60) (10.55%) Headline earnings / (loss) per share (0.88) (1.13) (28.41%) (cents) Net asset value per share (cents) 13.59 13.59 - Net tangible asset value per share 13.23 13.23 - (cents) Weighted average shares in issue 400,162,625 400,162,625 - Number of shares in issue at period 429,976,189 429,976,189 - end Notes: (1) For the purpose of calculating the earnings and headline earnings / (loss) per share, it is assumed that the acquisition was implemented on 1 January 2012 and for the purpose of calculating the net asset value and the net tangible asset value per share, it is assumed that the acquisition was implemented on 31 December 2012. (2) The "Before the acquisition" column has been extracted without adjustment, from the reviewed results of RBA for the period ended 31 December 2012. (3) The "After the acquisition" net asset value per share and net tangible asset value per share includes the asset acquired and an increase in short term liabilities of R16 281 000 which includes the VAT portion. (4) The "After the acquisition" earnings / (loss) per share and headline earnings / (loss) per share includes the after tax effect of an interest charge at 9,5%. 5. Categorisation of the acquisition The acquisition is categorised, in terms of the JSE Limited’s Listings Requirements, as a Category 2 transaction and does not require shareholders’ approval. 15 April 2013 Johannesburg Designated Adviser Exchange Sponsors Date: 15/04/2013 04:07:00 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.