SHERBOURNE CAPITAL LIMITED - Acquisition of Emergent Properties Limited and Renewal of Cautionary

Acquisition of Emergent Properties Limited 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
ISIN: ZAE000165403
("Sherbourne" or “the Company”)

ACQUISITION OF EMERGENT PROPERTIES LIMITED AND RENEWAL OF CAUTIONARY

1. INTRODUCTION

On 23 July 2013, Sherbourne entered into an agreement with Emergent Properties Limited (“EMG”) to
acquire both the entire issued ordinary share capital and issued preferential share capital of EMG, (the
"Agreement”), for a total purchase consideration of R2 500 000 (Two Million Five Hundred Thousand
Rand) to be settled by way of an issue of 50 000 000 Sherbourne ordinary shares at an issue price of
R0.05 (Five Cents) a share (the "Transaction”). The Transaction will result in EMG holding 6.01% of
issued ordinary share capital in Sherbourne.

2. NATURE OF THE EMG BUSINESS

EMG holds the rights to a number of property developments. It focuses primarily on Student
Accommodation and Data Centres. EMG has an existing arrangement with a leading commercial bank as
well as access to international funding which caters primarily for infrastructure, a sector EMG plans to
continue operating in.

3. RATIONALE FOR THE TRANSACTION

Shareholders are referred to the SENS announcement, dated 22 April 2013, referring to the purchase, of
Applemint Properties 116 (Pty) Limited (“Apple”), and development of 8 hectares of prime land
strategically located between the Vaal University of Technology and North West University, whereby
Sherbourne will be zoning the land for a township to be developed into student accommodation for
tertiary institutions. The Transaction positions Sherbourne to tap into significant growth opportunities in
South Africa regarding student accommodation and property development as a whole. This is in line
with the change in the strategic vision of Sherbourne, as detailed in the SENS announcement released
on 13 June 2013.

4. SUSPENSIVE CONDITIONS

The Transaction is subject, inter alia, to the fulfillment of the following suspensive conditions:

    •   Regulatory approval insofar as such approvals may be required;
    •   The approval of the transaction by the EMG shareholders; 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. CIRCULAR TO SHAREHOLDERS

The transaction is classified as a category 1 transaction and therefore a Circular is required as per
section 9.20 (b) of the JSE Listing Requirements. The circular shall be prepared to incorporate all details
relating to the transaction, revised listing particulars, notice of general meeting and form of proxy. The
circular will be posted in due course and in compliance with the JSE Listing Requirements.

7. FINANCIAL EFFECTS OF THE TRANSACTION

In compliance with paragraph 9.15 of the JSE 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 financials in due course.

8. MEMORANDUM OF INCORPORATION

Sherbourne undertakes to amend the Memorandum of Incorporation of EMG, as required by Schedule
10 of the JSE Listing Requirements.

9. 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.

10. RENEWAL OF CAUTIONARY

Further to the cautionary announcement published on 13 June 2013, 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
continue to exercise caution when dealing in the Company’s securities until a further announcement is
released.


Sandton
24 July 2013
Designated Adviser: Bridge Capital Advisors (Pty) Limited

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