Acquisition of the Equity in Agchem Properties Proprietary Limited (“Agchem Properties”) ROLFES HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 2000/002715/06) JSE Share Code: RLF ISIN: ZAE0000159836 (“Rolfes” or “the Company”) ACQUISITION OF THE EQUITY IN AGCHEM PROPERTIES PROPRIETARY LIMITED (“AGCHEM PROPERTIES”) 1. Introduction Shareholders are advised that Rolfes has entered into an agreement in terms of which Rolfes will acquire the entire issued share capital in Agchem Properties together with any claims which the sellers have against Agchem Properties (“the Equity in Agchem Properties”)(“the Transaction”). 2. Business of Agchem Properties and Transaction rationale In 2011 Rolfes acquired 70% of Agchem Holdings Proprietary Limited (“Agchem”), a group of companies that procures, produces and distributes high-quality agri-chemical products. Agchem Properties’ is a property owning company and its sole asset is the Waltloo Pretoria property currently leased by Agchem and which is Agchem’s principal place of business, and the vacant adjacent land. The acquisition of Agchem Properties is therefore of strategic importance to Agchem and Rolfes believes that the terms of the Transaction will be financially beneficial to the Company. The vacant land acquired as part of the Transaction is important to cater for the future expansion of the current Agchem factory, the proposed new Plant Growth Promoting Rhizobacteria plant and warehousing. 3. Salient features of the Transaction The purchase consideration in respect of the Equity in Agchem Properties is an amount of R17, 6 million payable in cash upon all conditions to the Transaction being fulfilled. Rolfes will fund this from debt facilities. The sellers in respect of the Equity in Agchem Properties are as follows: • The trustees for the time being of the HAD Family Trust; • The trustees for the time being of the SP Naudé Family Trust; • The trustees for the time being of the Pretorius Family Trust; and • Tanglewood Private Equity Company Proprietary Limited, (“the Sellers”). The effective date of the Transaction is 1 January 2014. The Transaction is conditional upon: • Rolfes confirming by 31 March 2014 to the Sellers and/or any other party that they have been released from their obligations in respect of any sureties provided for the benefit of Agchem Properties; • the Sellers confirming by 31 March 2014 to Rolfes that that they have obtained the release of Agchem Properties from its obligations in respect of any sureties provided by it to third parties; • obtaining any regulatory approvals required for the implementation of the Transaction; and • Rolfes providing confirmation to the Sellers that it has secured the funding necessary for the Transaction. The Sellers have provided warranties and indemnities which are normal for a transaction of this nature. 4. Financial information in respect of the Transaction The unaudited pro forma financial effects, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the Transaction on net asset value and net tangible asset value per share as if the Transaction had taken effect on 31 December 2013. The pro forma financial effects on earnings per share and headline earnings per share as well as the profits attributable to the assets that are the subject of the Transaction are not significant and therefore are not shown. Because of their nature, the unaudited pro forma financial effects may not give a fair presentation of the financial position of Rolfes. The unaudited pro forma financial effects have been compiled from the unaudited financial statements of Agchem Properties for the ten month period ended 31 December 2013 and are presented in a manner consistent with the format and accounting policies adopted by Rolfes and have been adjusted as described in the notes. Before the After the Change Transaction Transaction % Net asset value per share (cents) 243,4 243,4 - Tangible net asset value per share (cents) 123,5 117,7 (4.8) Shares in issue (‘000) 108 609 108 609 - Notes: 1. The "Before the Transaction" column reflects the unaudited results of Rolfes for the six months ended 31 December 2013. 2. The "After the Transaction" column reflects what the results would have been had the Transaction been effective as 31 December 2013. 3. Adjustments have been made using the management accounts of Agchem Properties for the ten months ended 31 December 2013, including fair value adjustments. Rolfes has satisfied itself with the quality of these management accounts. 4. Key assumptions include the funding of the transaction with long term debt. Transaction costs are not material. 5. The net assets that are the subject of the Transaction amount to R 11, 3 million 5. Small related party transaction In terms of s10.1 of the JSE Limited (“the JSE”) Listings Requirements (“the Listings Requirements”) the Sellers are considered a related party in relation to Rolfes by virtue of the fact that SP Naudé Family Trust and the Pretorius Family Trust are, in terms of the Listings Requirements, considered associates of directors of subsidiaries of Rolfes. The Transaction is classified as a small related party transaction in terms s10.7 of the Listings Requirements. Mazars acting as an independent professional expert to the Company has provided the JSE with written confirmation that the terms of the Transaction are fair to the shareholders of Rolfes. Mazars’ fairness opinion will lie open for inspection at the registered office of the Company for a period of 28 days from the date of this announcement. Jet Park 18 March 2014 Sponsor Grindrod Bank Limited Independent expert Mazars Date: 18/03/2014 08:00:00 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.