SHERBOURNE CAPITAL LIMITED - Unaudited pro forma financial effects regarding the acquisition of Emergent Properties Limited

Unaudited pro forma financial effects regarding the acquisition of Emergent Properties Limited

Sherbourne Capital Limited
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: SHB ISIN: ZAE000165403
("Sherbourne" or the “Company”)

UNAUDITED PRO FORMA FINANCIAL EFFECTS REGARDING THE ACQUISITION OF EMERGENT PROPERTIES LIMITED

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. Financial Effects of the transaction on Sherbourne for the six months ended 30 June 2013

The unaudited pro forma financial effects of Sherbourne before and after the Transaction are based on the
reviewed interim results of Sherbourne for the six months ended 30 June 2013. The financial information utilised
for EMG was their reviewed interim results for the six months ended 31 August 2013. The unaudited pro forma
financial effects are the responsibility of Sherbourne’s Directors.

Due to the nature of the unaudited pro forma financial effects, they may not fairly present Sherbourne’s financial
position and the results of its operations after the Transaction. The financial effects do not purport to be indicative
of what the financial results would have been had the Transaction been implemented on a different date. The
unaudited pro forma financial information has been presented in a manner consistent in all respects with IFRS and
Sherbourne’s accounting policies applied consistently through out the period.

The financial effects of the Transaction calculated on Sherbourne are set out below

                                                        SHB            Pro Forma After            %
                                                   Reviewed       Applemint acquisition      change
                                                     Before                   "After E"
Earnings per share (cents)                            (0.09)                     (0.12)         -33%
Headline earnings per share (cents)                   (0.09)                     (0.12)         -33%
Net asset value per share (cents)                      0.98                       0.95           -3%
Net tangible asset value per share (cents)             0.98                       0.86          -12%
Weighted number of shares                       781,875,000                831,875,000            6%
Number of shares in issue                       781,875,000                831,875,000            6%
Notes:

    1.   The “% Change” column of the table is the result of the actual calculations whereas the “Before the
         Transaction” and “After the Transaction” columns of the table are rounded figures, as reflected in the
         interim reviewed results of Sherbourne for the six months ended 30 June 2013.
    2.   The EPS and HEPS in the “Before the Transaction” column of the table are based on the reviewed
         statement of comprehensive income of Sherbourne for the six months ended 30 June 2013, based on 781
         875 000 Sherbourne shares in issue (being the weighted number of ordinary shares in issue for period
         ended 30 June 2013.

    3.   The EPS and HEPS in the “After the Transaction” column of the table are based on 831 875 000
         Sherbourne ordinary shares in issue and the assumptions that:

                  the Transaction became effective on 1 January 2013 and the purchase price was settled on that
                  date;

                  the purchase price was settled through the issue of 50 000 000 Sherbourne ordinary shares at 5
                  cents.
    4.   The NAV and TNAV in the “Before the Transaction” column of the table are based on the reviewed
         statement of financial position of Sherbourne for the six months ended 30 June 2013 with 781 875 000
         Sherbourne shares in issue.
    5.   The NAV and TNAV in the “After the Transaction” column of the table are based on the assumptions that
         the Transaction was completed on 30 June 2013 with 831 875 000 Sherbourne ordinary shares in issue
         and the purchase price was settled through the issue of 50 000 000 Sherbourne ordinary shares at 5
         cents.
    6.   No amortisation of intangibles or impairment of goodwill has been assumed.
    7.   All share transactions have been accounted for in terms of IFRS3 at fair value at the ruling price of 1 cent.
    8.   The pro forma financial effects have been reviewed by Sherbourne’s auditors.

Sandton
23 January 2014
Designated Advisor: Bridge Capital

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