Proposed acquisition of the tourism interests of the Imperial Group Limited and Further Cautionary Announcement Cullinan Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1902/001808/06) Share code: CUL ISIN: ZAE000013710 ("Cullinan" or "the company") Proposed acquisition of the tourism interests of the Imperial Group Limited and further cautionary announcement 1. INTRODUCTION The board of directors of the company wishes to advise that Cullinan has entered into an agreement with Imperial Holdings Limited ("Imperial") in terms of which it will acquire the business of Springbok Atlas Coach Charter, Springbok Atlas Touring and Safaris (including Grosvenor Tours and Eastgate Safaris) and 74.9% of the issued share capital of Silverton Travel (Pty) Ltd t/a Edusport ("the acquisition"). The acquisition is subject to the conditions precedent set out in paragraph 5 below. 2. NATURE OF BUSINESS AND RATIONALE FOR THE ACQUISITION The Imperial group operates a diversified tourism portfolio including Inbound Tourism, coach and vehicle charter as well as incentive, events and sports travel. The portfolio includes well-established brands in each of these sectors within South Africa and Namibia. The acquisition is in line with Cullinan's commitment to grow its portfolio of travel interests, both domestically and internationally. It increases the company's investment in tourism in South Africa and Namibia, and is particularly well timed to take advantage of the anticipated recovery in Inbound Tourism. The various business units will continue to operate independently under the current management team. 3. THE ACQUISITION Cullinan has, subject to the conditions precedent referred to in paragraph 5 below, acquired these tourism interests from Imperial for a consideration of R90 million, to be settled by the issue of 81 818 818 ordinary shares in the company at an issue price of 110 cents per share. The effective date of the acquisition is the first day of the month subsequent to the approval of the transaction by the Competitions Board. The agreement between the parties contains warranties that are usually found in agreements regarding transactions of this nature. 4. FINANCIAL EFFECTS OF THE ACQUISITION A further announcement will be issued detailing the financial effects of the acquisition once Competition Commission approval has been received. 5. CONDITIONS PRECEDENT The acquisition is subject to fulfilment or waiver of the following conditions precedent: - approval of the acquisition by the board of directors of the company; - approval of the disposal by Imperial; and - approval of the acquisition by the Competition Commission insofar as this may be necessary. 6. FURTHER CAUTIONARY ANNOUNCEMENT Shareholders are advised to continue to exercise caution when dealing in the company's securities until a further announcement containing the pro forma financial effects of the acquisition is published. By order of the board Johannesburg 17 July 2013 Sponsor Arcay Moela Sponsors Proprietary Limited Date: 18/07/2013 07:05:00 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.