TOTAL CLIENT SERVICES LIMITED - BUSINESS RESCUE APPLICATION AND RENEWAL OF CAUTIONARY

BUSINESS RESCUE APPLICATION AND RENEWAL OF CAUTIONARY

Total Client Services Limited
Incorporated in the Republic of South Africa
(Registration number 1998/025018/06)
Share code: TCS ISIN: ZAE000116208
(“TCS” or “the Company”)


BUSINESS RESCUE APPLICATION AND RENEWAL OF CAUTIONARY


1. Resolution to begin business rescue proceedings

  The board of directors of TCS (“the Board”) is of the view that the Company is, as contemplated in
  Chapter 6 of the Companies Act, 71 of 2008, as amended (“the Companies Act”) currently financially
  distressed. The reason for this is primarily due to 2 450 remaining cumulative redeemable preference
  shares which were issued to Mvelaphanda Holdings Proprietary Limited being mandatorily redeemable
  on 29 November 2013.

  The Board believes that a reasonable prospect to rescue TCS from its current financial difficulties exists.
  Accordingly, on 21 November 2013 the Board resolved that business rescue proceedings commence,
  and that TCS be placed under supervision in terms of Section 129 of the Companies Act (“the
  Resolution”). The Board believes that the implementation of business rescue proceedings will afford the
  executive directors of TCS together with the appointed business rescue practitioner the opportunity to
  develop and implement a business rescue plan in a manner that will optimise the likelihood of TCS
  continuing in existence as a going concern.

  The Resolution will be filed in accordance with Section 132(1)(a)(i) of the Companies Act with the
  Companies and Intellectual Property Commission (“CIPC”). The effective date of commencement of the
  business rescue proceedings will be confirmed thereafter and disclosed to shareholders.

  TCS will begin the process of giving notice of the Resolution, in the prescribed manner, to all affected
  persons (“Notice”) in terms of Section 129(3)(a) of the Companies Act, once the Resolution has been
  filed.

2. Renewal of cautionary announcement

  Further to the cautionary announcement dated 13 April 2012 and the subsequent renewal of cautionary
  announcements, the last of which was dated 25 October 2013, shareholders are advised that the full
  impact of the aforementioned circumstances is still to be determined and may have a material effect on
  the price of the Company’s securities.

  Accordingly shareholders are advised to continue exercising caution when dealing in the Company’s
  securities, until further information is provided.

Sandton
22 November 2013

Designated Adviser
Merchantec Capital

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