Further announcement regarding an acquisition and withdrawal of cautionary CSG HOLDINGS LIMITED (Formerly M&S Holdings Limited) (Incorporated in the Republic of South Africa) (Registration number 2006/011359/06) JSE code: CSG ISIN: ZAE000184438 ("CSG" or "the Company") FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF A FURTHER 49% INTEREST IN SIGNIFICANT SITE SERVICES PROPRIETARY LIMITED (“SSS (SA)”) AND SIGNIFICANT SITE SERVICES MOZAMBIQUE LIMITADA (“SSS MOZAMBIQUE”) (“THE ACQUISITION”) AND WITHDRAWAL OF CAUTIONARY 1. Introduction Shareholders are referred to the announcement published by the Company on 23 June 2014 (“the Announcement”) which sets out details of the Acquisition. The parties have now entered into the separate full agreements (“Full Agreements”) referred to in the Announcement. The terms and conditions of the Full Agreements do not vary materially from those set out in the heads of agreement referred to in the Announcement. All conditions precedent to the Acquisition have been met. The aggregate purchase consideration for the Acquisition amounts to R61 238 433 being R48 288 583 for a further 49% interest in SSS (SA) and R12 949 850 for a further 49% interest in SSS Mozambique. The purchase consideration will be settled through a cash payment of R4 000 000 with the remainder to be settled by the issue of new CSG shares. The number of new CSG shares to be issued is to be determined based on the volume weighted average price of CSG shares traded on the exchange operated by JSE Limited 30 days prior to the date on which the Full Agreements were entered into (“VWAP”). Based on the VWAP of 197 cents, 29 055 042 new CSG shares are to be issued in consideration for the Acquisition. The new CSG shares will be issued ex any dividend declared by CSG for the 13 months ended 31 March 2014. 2. Categorisation Based on the consideration of R4 000 000 in cash and 29 055 042 new CSG shares, the Acquisition is a Category 2 transaction in terms of the JSE Limited Listings Requirements (“LRs”). 3. Financial effects The unaudited pro forma financial effects of the Acquistion (“Financial Effects”) on CSG?s basic earnings per share (“EPS”), headline earnings per share (“HEPS”), fully diluted EPS, fully diluted HEPS, net asset value per share (“NAVPS”) and net tangible asset value per share (“NTAVPS”) are set out below. The Financial Effects have been prepared in terms of the LRs and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants (“SAICA Guide”). The Financial Effects have been prepared to illustrate the impact of the Acquisition on CSG?s published reviewed results for the 13 Months ended 31 March 2014 as published on 30 June 2014 (“Year End Results”), had the Acquisition occurred on 1 March 2013 for consolidated statement of comprehensive income purposes, and on 31 March 2014, for consolidated statement of financial position purposes. The Financial Effects have been prepared using accounting policies that comply with IFRS and are consistent with those applied in the Year End Results. The Financial Effects are the responsibility of CSG?s directors and have been prepared for illustrative purposes only and, due to their nature, do not fairly present the financial position, results of operation or cash flows of CSG after the Acquisition. Before the After the Change Acquisition Acquisition % EPS (cents) 16.17 18.07 11.77 Fully diluted EPS (cents) 16.00 17.90 11.90 HEPS (cents) 16.02 17.98 12.22 Fully diluted HEPS (cents) 15.86 17.81 12.30 NAVPS (cents) 67.4 70.8 5.04 NTAVPS (cents) 43.3 37.1 (14.32) Number of ordinary shares in issue at 31 March 2014 („000) 387 954 417 009 7.49 Weighted average number of shares in issue for the period ended 31 March 2014 („000) 238 427 267 482 12.19 Fully diluted number of shares in issue for the period ended 31 March 2014 („000) 240 963 270 018 12.06 Notes: 1. The “Before the Acquisition” column information has been extracted, without adjustment, from the Year End Results. 2. The “After the Acquisition” column information is based on the “Before the Acquisition” column and after the following: 2.1. Taking into account the consideration for the Acquisition of R4 000 000 in cash and 29 055 042 new CSG shares. 2.2. The cash portion of the consideration is to be funded out of existing cash resources. Interest forgone on the cash resource (previously held on call) has been taken into account at an interest rate of 2.05%. 2.3. In calculating EPS, HEPS, fully diluted EPS and fully diluted HEPS, a decrease in the non-controlling interest was taken into account. The financial information relating to SSS (SA) and SSS Mozambique was extracted from the audited financial statements of these entities for the 13 months ended 31 March 2014. 2.4. Transaction costs of R70 000 was assumed applicable to the Acquisition and was settled in cash. 2.5. Taking into account the first year amortisation of intangible assets. 2.6. Intangible assets are assumed to comprise 25% of the difference between the purchase consideration and the fair value of identifiable net assets of each of the target companies and have a remaining useful life of 2 years. 2.7. Goodwill is assumed to comprise 75% of the difference between the purchase consideration and the fair value of the identifiable net assets of each of the target companies. WITHDRAWAL OF CAUTIONARY Further to the publication of the Financial Effects, the cautionary statement as set out in the Announcement is hereby withdrawn. Johannesburg 25 July 2014 Sponsor Sasfin Capital (a division of Sasfin Bank Limited) Date: 25/07/2014 11:59:00 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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