Category 2 Transaction Announcement: Disposal of Assets by Enviro Crop Protection Pty Ltd to a Related Party Ububele Holdings Limited Incorporated in the Republic of South Africa (Registration number: 1998/011074/06) Share code: UBU ISIN Code: ZAE000144739 (“Ububele” or “the Company”) CATEGORY 2 TRANSACTION ANNOUNCEMENT: DISPOSAL OF ASSETS BY ENVIRO CROP PROTECTION PROPRIETARY LIMITED TO A RELATED PARTY 1. THE TRANSACTION Shareholders are hereby advised that Enviro Crop Protection Proprietary Limited, a wholly-owned subsidiary of Ububele (“the Seller”), has entered into an agreement with Rovic Agri Proprietary Limited (“the Purchaser”), dated 21 July 2014 (“the Sale Agreement”), in terms of which the Seller will dispose of certain registered products comprising agrochemical registrations (“Sale Assets”), on the terms and conditions set out below (“the Transaction”). 2. BACKGROUND INFORMATION ON THE PURCHASER The Purchaser is a leading company active in the field of agricultural machinery and irrigation. 3. RELATED PARTY TRANSACTION As the Purchaser is a major shareholder of the Company, the Transaction is regarded as a related party transaction in terms of the Listings Requirements of the JSE Limited. 4. RATIONALE FOR THE TRANSACTION The Seller wishes to dispose of the Sale Assets in order to raise funds required for its business. 5. THE EFFECTIVE DATE OF THE TRANSACTION Whilst ownership in the Sale Assets vests in the Purchaser from delivery thereof to the Purchaser, the risks and benefits in and to the Sale Assets will pass to the Purchaser upon registration of the Sale Assets in the Purchaser’s name (“Registration”). 6. CONDITIONS PRECEDENT The Transaction is subject to the fulfillment or waiver of the following outstanding conditions precedent (“Conditions Precedent”): 6.1. approval of the Transaction by the Land Bank; and 6.2. approval of the Transaction by Chongqing Shining Fine Chemicals Co Limited, a party with an existing interest in the Sale Assets. The Conditions Precedent have been inserted for the benefit of both the Purchaser and the Seller and may be waived by written agreement. Unless the Conditions Precedent are fulfilled or waived by not later than 25 July 2014 (or such later date as the Purchaser and the Seller may agree to in writing), the Transaction will not be of any force or effect. 7. PURCHASE CONSIDERATION 7.1. The purchase consideration in terms of the Sale Agreement is R6 237 145 (“Purchase Consideration”), equal to the value of the Sale Assets as determined by a valuation obtained by the Seller from an independent valuator, plus value added tax thereon, if applicable. 7.2. The Purchase Consideration shall be paid by the Purchaser in full against Registration. 8. LOAN FROM THE PURCHASER 8.1. As the date on which the Registration occurs (“Registration Date”) may be delayed, the Purchaser has agreed to advance an amount equal to the Purchase Consideration to the Seller on the date on which the Conditions Precedent have been fulfilled or waived (“Loan”). 8.2. The Loan shall bear interest at the prime rate plus 1% and shall be repayable by the Seller on the earlier of the Registration Date or 31 December 2015, provided that the Seller may, on 7 business days’ written notice to the Purchaser, repay the entire amount outstanding under the Loan at any time. 8.3. If the Loan or any part thereof (including interest) remains outstanding on the Registration Date, the Purchase Consideration will be set off against all amounts owing by the Seller to the Purchaser in connection with the Loan. 8.4. As security for the proper and timeous performance by the Seller of all its obligations under the Loan, the Seller will pledge and cede to the Purchaser all right, title and interest whatsoever, including of a residual or reversionary nature, which the Seller may have to and in respect of the Sale Assets, together with all rights of action thereunder, as well as to the Purchase Consideration. Any exercise of the aforementioned pledge and cession will be subject to shareholder and regulatory approval (to the extent required). 9. WARRANTIES AND INDEMNITIES The Transaction is subject to warranties and indemnities that are normal for a transaction of this nature. 10. APPLICATION OF THE SALE PROCEEDS The Loan and the Purchase Consideration shall be applied towards the Seller’s working capital requirements. 11. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The pro forma financial effects of the Transaction are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Company’s financial position nor of the effect on future earnings after the Transaction. The unaudited pro forma financial effects have been prepared in accordance with the Company’s accounting policies and in compliance with IFRS. Set out below are the unaudited pro forma financial effects of the Transaction, based on the unaudited published interim financial results for the 6 months ended 31 December 2013. The directors of Ububele are responsible for the preparation of the unaudited pro forma financial information. Unaudited Unaudited Change (%) before the Pro Forma after the Transaction Transaction (cents) (cents) Basic earnings / (13.72) (13.26) 3% (loss) per share Basic headline (9.08) (8.62) 5% earnings / (loss) per share Net asset value (9.04) (9.04) 0% per share Net tangible asset (53.93) (50.44) 6% value per share Notes and assumptions: 1. The basic loss per share and basic headline loss per share figures in the “Unaudited Pro Forma after the Transaction” column have been calculated on the basis that the Transaction and the Loan were effected on 1 July 2013 and the Purchase Consideration paid on 31 December 2013. 2. The net asset value per share and net tangible asset value per share figures in the “Unaudited Pro Forma after the Transaction” column have been calculated on the basis that the Transaction and the Loan were effected on 31 December 2013 and the Purchase Consideration paid on 31 December 2013. 3. The taxation rate applicable is assumed to be 28%. 4. The basic loss per share and basic headline loss per share figures are calculated based on weighted average number of shares in issue of 178 382 824 on 31 December 2013. 5. The net asset value per share and net tangible asset value per share have been calculated based on 178 382 824 shares in issue at 31 December 2013. 6. The royalty fees referred to in paragraph 12.2. below were not taken into account in the “Unaudited Pro Forma after the Transaction” column on the basis that such a licensing agreement is expected to only be concluded on or as soon as possible after the Registration. 12. OTHER SIGNIFICANT TERMS OF THE TRANSACTION 12.1. For so long as any amount remains outstanding under the Loan, the Seller is bound by certain negative undertakings provided in favour of the Purchaser that are normal for a transaction of this nature. 12.2. The Sale of Shares Agreement records that the Sale Assets are subject to existing rights / terms of use and / or licenses and the Seller and the Purchaser undertake to do all things necessary, on or as soon as possible after the Registration, to license the use of the Sale Assets to the Seller at a royalty equivalent to 3% of sales (excluding value added tax). 13. CLASSIFICATION OF THE TRANSACTION The Transaction is classified as a category 2 transaction in terms of section 9 of the Listings Requirements. 23 July 2014 Cape Town Designated Adviser PSG Capital Date: 23/07/2014 02:50:00 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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