Acquisition of properties for development purposes RBA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) (JSE code: RBA ISIN: ZAE000104154) (“RBA” or “the company”) ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES 1. Introduction and rationale for the acquisition Shareholders are advised that a wholly owned subsidiary of RBA, namely Groundbase Professional Land Development Services (Pty) Ltd (the “Purchaser”) has entered into an agreement with Plot 66 Sterkloop (Pty) Ltd (the “Seller”) for the acquisition of two properties (the “Properties”) for purposes of developing affordable housing (the “Acquisition”) with the effective date 31 January 2014, subject to the fulfilment of a suspensive condition. The Properties are adjacent to RBA’s current developments in Southern Gateway, Polokwane, where approximately 350 units have already been sold to date. The Property will add substantial further opportunities over and above the remaining 100 stands in the existing phases of this development. 2. Description of the Properties The Properties are the remaining extent of portion 3 of the farm Sterkloop number 688 (14,8193 Hectares) and portion 66 of the farm Sterkloop number 688 (21,7374 Hectares). 3. Terms and conditions of the acquisition The aggregate purchase price of the Properties amounts to R20 500 000,00 (excluding VAT) and the agreement is subject to the Purchaser obtaining acceptable loan finance on or before 30 April 2014 of an amount of not less than the purchase price. Shareholders will be informed once the suspensive condition has been fulfilled. 4. Unaudited pro forma financial effects of the acquisition The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide information about how the acquisition may have impacted on RBA’s results and financial position. The pro forma financial effects have been prepared in accordance with International Financial Reporting Standards. Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the company’s results and financial position after the acquisition. The unaudited pro forma financial effects are based on the financial information of RBA for the 6 month period ended 30 June 2013. The directors of RBA are responsible for the preparation of the unaudited pro forma financial effects. Before the acquisition Pro forma After the Change reviewed 30 June acquisition 30 June 2013 2013 Earnings / (loss) per share (cents) (2.53) (2.70) (6.72%) Headline earnings / (loss) per share (2.68) (2.84) (5.97%) (cents) Net asset value per share (cents) 10.34 10.34 - Net tangible asset value per share 10.07 10.07 - (cents) Weighted average shares in issue 443 191 659 443 191 659 - Number of shares in issue at period end 560 115 176 560 115 176 - Notes: 1. For the purpose of calculating the earnings and headline earnings / (loss) per share, it is assumed that the acquisition was implemented on 1 January 2013 and for the purpose of calculating the net asset value and the net tangible asset value per share, it is assumed that the acquisition was implemented on 30 June 2013. 2. The “Before the acquisition” column has been extracted without adjustment, from the results of RBA for the period ended 30 June 2013. 3. The “After the acquisition” net asset value per share and net tangible asset value per share includes the asset acquired and an increase in short term liabilities of R20,5 million. 4. The “After the acquisition” earnings / (loss) per share and headline earnings / (loss) per share includes the after tax effect of an interest charge at 10% for the period 1 January 2013 to 30 June 2013. 5. Categorisation of the acquisition The acquisition is categorised, in terms of the JSE Listings Requirements, as a Category 2 transaction and does not require shareholders’ approval. Johannesburg 3 February 2014 Designated Adviser: Exchange Sponsors Date: 03/02/2014 02:39:00 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.