SHERBOURNE CAPITAL LIMITED - Acquisition Of Siabex (Pty) Ltd from 1886 Holdings (Pty) Ltd, and renewal of cautionary announcement

Acquisition Of Siabex (Pty) Ltd from 1886 Holdings (Pty) Ltd, and renewal of cautionary announcement

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 SIABEX (PTY) LTD FROM 1886 HOLDINGS (PTY) LTD, AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

On 16 October 2013, Sherbourne entered into an agreement with 1886 Holdings (Pty) Ltd (“1886”) to
acquire the entire issued ordinary share capital of Siabex (Pty) Ltd (“Siabex”), (the
"Agreement”), for a total purchase consideration of R1 875 000 to be settled through the
issue of 15 000 000 Sherbourne ordinary shares (the "Transaction”) at 12.5 Cents per Share.

2. NATURE OF THE SIABEX BUSINESS

Siabex holds the rights to purchase and develop 3 000 sqm of prime land close to the Ellis Park Sport
Facilities. This land is strategically located between the University of Johannesburg (Doornfontein
campus) and the Central Johannesburg College, two tertiary educational institutions in Doornfontein.
Siabex will be zoning the land for a township to be developed into student accommodation for tertiary
institutions. The vendor of Siabex is 1886 Holdings (Pty) Ltd, a company held by Johan Botha and Alfonso
Botha.

3. RATIONALE FOR THE TRANSACTION

The Transaction consolidates Sherbourne’s strategy 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 other acquisitions, recently released on SENS, of Applemint Properties 116 (Pty) Ltd and Emergent
Properties Limited.

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 Siabex by no later
        than 30 October 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. 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. MEMORANDUM OF INCORPORATION

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

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 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.

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.


Sandton
16 October 2013
Designated Adviser: Bridge Capital Advisors (Pty) Ltd

Date: 16/10/2013 04:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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