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Acquisition of Applemint Properties 116 (Pty) Ltd from 1886 Holdings (Pty) Ltd, and Renewal of Cautionary
Sherbourne Capital Limited
(Previously trading as IFCA Technologies Limited)
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: SHB (Suspended)
ISIN: ZAE000165403
("Sherbourne" or “the Company”)
ACQUISITION OF APPLEMINT PROPERTIES 116 (PTY) LTD FROM 1886 HOLDINGS (PTY) LTD, AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
On 22 April 2013, Sherbourne entered into an agreement with 1886 Holdings (Pty) Ltd (“1886”)to
acquire the entire issued ordinary share capital of Applemint Properties 116 (Pty) Ltd (“Applemint”), (the
"Agreement”), for a total purchase consideration of R3 700 000 to be settled by a cash payment of R3
000 000 (Three Million Rand) and the remaining R700 000 (Seven Hundred Thousand Rand) through the
issue of 70 000 000 Sherbourne ordinary shares (the "Transaction”), resulting in 1886 holding 8.22% of
the proposed enlarged shareholding of Sherbourne.
2. NATURE OF THE APPLEMINT BUSINESS
Applemint holds the rights to purchase and develop 8 hectares of prime land. The option has been
extended by VESCO Community Enterprises (Pty) Ltd for a period of 3 months with the option to extend.
This land is strategically located between The Vaal University of Technology and North West University,
two tertiary educational institutions in Vanderbijlpark. Applemint will be zoning the land for a township
to be developed into student accommodation for tertiary institutions. The vendor of Applemint is 1886
Holdings (Pty) Ltd, a company held by Johan Botha and Alfonso Botha.
3. RATIONALE FOR THE TRANSACTION
The Transaction positions Sherbourne to tap into significant growth opportunities in South Africa with
regards to student accommodation and property development as a whole. This is in line with the recent
changes to the Board of Directors of Sherbourne and with this, the change in the strategic vision of the
organisation.
4. SUSPENSIVE CONDITIONS
The Transaction is subject, inter alia, to the fulfillment of the following suspensive conditions:
• regulatory approval insofar as such approval may be required;
• the successful conclusion of a detailed due diligence by Sherbourne on Applemint by no later
than 30 May 2013; and
• the approval of the transaction by the Sherbourne shareholders:
5. EFFECTIVE DATE
The Effective Date, being the date of implementation of the Transaction, will be the first business day
following the fulfillment of all suspensive conditions.
6. ARTICLES OF ASSOCIATION
Sherbourne undertakes to amend the Memorandum and Articles of Association of Applemint, as
required by Schedule 10 of the JSE Listing Requirements.
7. CIRCULAR TO SHAREHOLDERS
In terms of paragraph 3.26 (b) of the listing requirements, the listing of a cash shell will be terminated if
within 3 months of suspension it has not received approval from the JSE for a circular to be put to
shareholders with regards to the acquisition of viable assets that satisfy’s the conditions for listing.
The transaction is classified as a reverse take-over in terms of the JSE Listing Requirements; the JSE will
therefore evaluate the continued listing of Sherbourne as if the company were a new applicant.
Shareholders are accordingly advised as to the uncertainty of whether or not the JSE will allow the listing
to continue following the transaction. A circular relating to the transaction incorporating revised listing
particulars, notice of general meeting and form of proxy will be posted to shareholders by no later than
5 June 2013. Shareholders are referred to paragraph 10 of this announcement which refers to further
negotiations on future corporate actions.
8. RESPONSIBILITY STATEMENT
The directors of Sherbourne accept responsibility for the information contained in the announcement
and confirm that to the best of their knowledge and belief, the information is true; and correct and that
it does not omit anything likely to affect the importance of the information.
9. FINANCIAL EFFECTS OF THE TRANSACTION
In compliance with paragraph 9.15 of the JSE Limited Listings Requirements, pro forma financial effects
must be disclosed to provide information on the impact of the acquisition on Sherbourne’s reported
financial statements. Sherbourne will release the pro forma financial effects of the acquisition by no
later than Wednesday 24 April 2013.
10. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution when dealing in the shares in the Company until
such a time that the financial effects are released. Furthermore, shareholders are advised that the
Company has entered into negotiations on other acquisitions which, if successfully concluded, may have
a material effect on the price of the Company’s securities. Accordingly, shareholders are advised to
exercise caution when dealing in the Company’s securities until a further announcement is released.
Shareholders are referred to the announcement on 5 March 2013, where the JSE suspended trading in
Sherbourne Capital Limited, consultation will be required with the JSE as to whether the proposed
strategy will result in the continued listing and suspension of Sherbourne being lifted by the JSE. If an
acquisition of viable assets that satisfy the conditions for listing set out in section 4 of the JSE Listings
Requirements are not concluded by Sherbourne and a circular approved by the JSE by 5 June 2013, the
listing of Sherbourne will be terminated.
Sandton
22 April 2013
Designated Adviser: Bridge Capital Advisors (Pty) Limited
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