Update on Reverse Listing and Renewal of Cautionary Announcement Ardor SA Limited (formerly Decillion Limited) (Registration number: 1998/011692/06) (Incorporated in the Republic of South Africa) JSE code: ARD ISIN: ZAE000165569 ("Ardor" or "the Company") UPDATE ON REVERSE LISTING AND RENEWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the update on the Reverse Listing of Ardor announcement released on SENS on 6 September and Cautionary Renewal Announcement on the 21 October 2013 and are advised as follows: Ardor has entered into a memorandum of agreement dated 6 November 2013 with African Focus Property Fund Limited (“AFPFL”) whereby AFPFL has agreed to effectively provide an underwriting platform for the Reverse Listing of Ardor, conditional on the provision of certain security and a sole mandate for a period of six months to introduce further properties to Ardor. The security will comprise of three repurchase guarantees by AAUG Insurance Company Limited (“AAUG”) issued to the three vendor companies of the assets (namely Lashka 132 Limited, Ardor Properties Proprietary Limited and Oakwood Fourways Development Proprietary Limited), a pledge of the shares to be issued to the three vendor companies and an undertaking in respect of the unissued shares in Ardor prior to subscriptions by the public. It has been calculated that an investment of R300 900 000 is required to enable the originally approved transactions in terms of the minimum portfolio to proceed and for the Company to be unsuspended and this will be achieved by paying for the assets that Ardor has acquired in terms of the agreements signed and as previously approved by shareholders in general meeting. The three vendor companies have agreed to payment partly by the issue of Ardor shares at a specified value of R197 900 000 and partly by payment in cash of R103 000 000, totalling R300 900 000. In terms of the general meeting of shareholders held on 28 August 2012, a total of 371 294 287 Ardor shares are approved to be issued for the acquisition of properties and raising of cash for purposes of the Reverse Listing. As Reverse Listing was conditional on achieving a minimum spread of shareholders, the vendors of the property assets (termed “sub-vendors”) have agreed to accept Ardor shares in lieu of a cash payment. This issue of shares will be in addition to the 138 510 638, which will ensure that Ardor exceeds the originally announced minimum subscription level of R360 000 000. Shareholders are reminded that Ardor entered into three agreements with the three vendors (which were approved by the Ardor shareholders in general meeting), two of which had in turn had entered into agreements to acquire various properties from separate sub- vendors. The shares for which the three vendors will subscribe in terms of the agreements will total 156 521 739, which are redeemable in cash in terms of a put option, which is underwritten by the AAUG repurchase guarantees. AFPFL will procure that those shares will be pledged to Bailey Energy Services Limited, which entity will be the investor as a holder of last resort but those shares will be allotted to the public first and the cash received will be paid to the vendors as described above after the transfer of the assets prior to an eight week window (or 75 days) as described below. AFPFL will subscribe for 138 510 638 in Ardor for R300 900 000. In addition to the pledge of the shares to be issued to the three vendors, AFPFL will receive a put option from Ardor as included in the vendor agreements (details of which will be announced separately) as well as a put option from AAUG at a purchase price of R2.50 per share, which is exercisable within 75 days of the investment being made. In terms of the memorandum of agreement, AFPFL has committed to provide Ardor with cash of R103 000 000 and bank guarantees of R197 900 000 until payment is due, subject to the completion of the following conditions precedent: 1. A cession by each vendor company of the three respective repurchase guarantees from AAUG; 2. A pledge of the Ardor shares to be allotted to the three vendor companies; 3. Repurchase guarantees have been issued by AAUG; 4. Auditor’s certificate of solvency; 5. Latest audited financial statements of Ardor; 6. Updated schedule of rentals and operating costs for each property; 7. Status report on each of the undeveloped properties; 8. Confirmation from the company secretary that all minutes are up to date; 9. Confirmation of the directors’ authority to issue shares and what the proceeds are intended to be applied for; 10. Summary of outstanding commitments to directors; 11. Confirmation that all the tax affairs and other statutory commitments are up to date; and 12. Confirmation that all municipal dues and statutory commitments are up to date. The Company is now awaiting confirmation of receipt of funds into an attorney trust account from Bailey Energy Services Limited to AFPFL, which receipt of funds will trigger the acquisition of the minimum portfolio and the Reverse Listing process. Thereafter, the company will be approaching the JSE with regard to the above signed memorandum of agreement as well as the revival of the three agreements previously approved by shareholders as to the JSE’s requirements and the way forward. A further announcement will be made in due course. Details of the put option agreement between AFPFL and Ardor will be announced once the agreement has been entered into and the put option agreement will require the approval of Ardor shareholders in general meeting. Accordingly, shareholders are advised to continue to exercise caution when dealing in the company’s securities until an announcement regarding the receipt of these funds is made. JOHANNESBURG 02 December 2013 SPONSOR Arcay Moela Sponsors Proprietary Limited Date: 03/12/2013 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. 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