Disposal of remaining 15% shareholding in Pearson Holdings Southern Africa (Pty) Ltd ("the disposal") Caxton and CTP Publishers and Printers Limited (Incorporated in the Republic of South Africa) (Registration number 1947/026616/06) Share code: CAT ISIN: ZAE000043345 Preference share code: CATP ISIN: ZAE000043352 ("Caxton" or "the company") Disposal of remaining 15% shareholding in Pearson Holdings Southern Africa (Proprietary) Limited ("the disposal") 1. Introduction Shareholders are advised that Caxton has entered into an unconditional agreement in terms of which it will dispose of 7 500 ordinary shares (15% of the issued share capital) in Pearson Holdings Southern Africa (Proprietary) Limited ("PHSA") to Longman Group (Overseas Holdings) Limited ("Longman"), the holding company of PHSA. 2. Rationale for the disposal In 2009 Caxton disposed of 35% of its 50% shareholding in PHSA ("the initial disposal") to Longman. The agreement entered into on or about 22 October 2008 governing the initial disposal contained put and call options on the remaining shareholding of 15% ("the residual shareholding") and the company has now exercised its option to dispose of the investment. 3. Details of the disposal 3.1 Caxton will dispose of the residual shareholding to Longman for R703,3 million in cash, payable on delivery of the share certificates evidencing the residual shareholding to Longman. The fair value of the residual shareholding is R353.2 million. 3.2 The agreement governing the disposal contains limited warranties that are usually found in agreements regarding transactions of this nature. 3.3 The proceeds of the disposal will be added to the existing cash reserves of the company. 4. Financial effects of the disposal The table below sets out the pro forma financial effects of the disposal on the headline earnings and earnings and net asset value per share in Caxton, based on the published audited results of the company for the financial year ended on 30 June 2013, as if the disposal had been implemented on 1 July 2012. The financial effects are the responsibility of the directors of the company, are prepared for illustrative purposes only and, because of their nature, may not fairly present the financial position of the company, changes in its equity or the results of its operations or cash flows after the disposal. Pro forma Before the After the Percentage Notes disposal disposal increase Headline earnings per share (cents) 1 116.2 125.9 8.3 Earnings per share (cents) 1 122.6 186.3 52.0 Net asset value per share (cents) 2 1 226 1 339 9.2 Number of shares in issue 467 052 949 467 052 949 Number of shares in issue, excluding treasury shares 422 657 008 422 657 008 Notes: 1. The headline earnings and earnings per share in the "After the disposal" column have been based on the assumption that the disposal had been effective for the year ended on 30 June 2013. 2. The net asset value per share has been based on the assumption that the disposal was effective on 30 June 2013 and that all transaction costs were paid and required write-downs and provisions were made on the effective date. 5. Categorisation of the disposal The disposal is categorised as a Category 2 transaction in terms of the Listings Requirements of the Johannesburg Stock Exchange. By order of the board Johannesburg 30 August 2013 Sponsor ARCAY Moela Sponsors Attorneys Fluxmans Attorneys Date: 30/08/2013 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.