further announcement regarding pro forma financial effects of Simmons acquisition and R&S disposal MORVEST BUSINESS GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration Number 2003/012583/06) Share code: MOR ISIN code: ZAE000152567 (“Morvest” or “the Company”) FURTHER ANNOUNCEMENT REGARDING THE PRO FORMA FINANCIAL EFFECTS OF: - THE ACQUISITION OF CERTAIN OF THE BUSINESS ASSETS AND BUSINESS LIABILITIES OF SIMMONS (SOUTH AFRICA) PROPRIETARY LIMITED (“SIMMONS”) (“THE ACQUISITION”); AND - THE DISPOSAL OF MORVEST’S SHAREHOLDING IN R AND S CONSULTING PROPRIETARY LIMITED (“R&S”) (“THE TRANSACTION”) 1. INTRODUCTION Shareholders are referred to paragraph 4.6 of the circular posted to shareholders on 29 August 2014 (the “Circular”) where they were advised to take note of the summarised audited consolidated financial statements for the year ended 31 May 2014 published on SENS on 29 August 2014 (“Year End Results”) in order to assess the most recent financial and trading position of the Company. The pro forma financial effects of the Acquisition and the Transaction on the Year End Results (“Year End Pro Forma Financial Information”) were to be assessed by the Company and if these were significant in terms of paragraph 9.17(c) of the JSE Limited Listings Requirements (being 10% different from that disclosed in the financial effects set out in paragraph 5.1 and Annexure 4 of the Circular which were based on the Morvest’s reviewed condensed consolidated interim financial statements for the six months ended 30 November 2013, being the most recently publish results available at the time of finalising the Circular), a further supplementary announcement would be published on SENS in this regard. 2. YEAR END PRO FORMA FINANCIAL INFORMATION The Year End Pro Forma Financial Information is set out below as certain line items are significantly different to those presented in the Circular. Before the Acquisition and the After the After the Transaction After the Transaction Transaction Change (Note 1) Acquisition Change % Scenario 1 Change % Scenario 2 % Earnings 7.81 8.63 10.50 10.80 25.14 12.59 45.89 per share (“EPS”) (cents) Fully diluted 6.28 6.94 10.51 8.68 25.07 10.12 45.82 EPS (cents) Headline 10.23 11.05 8.02 7.44 (32.67) 7.44 (32.67) earnings per share (“HEPS”) (cents) Fully diluted 8.22 8.88 8.03 5.98 (32.66) 5.98 (32.66) HEPS (cents) Net asset 29.74 29.74 - 31.74 6.72 31.74 6.72 value per share (cents) Net tangible 14.53 6.58 -54.71 12.00 82.37 12.00 82.37 asset value per share (cents) Number of 880 000 880 000 - 880 000 - 880 000 - ordinary shares in issue at 31 May 2014 (‘000) Weighted 455 245 455 245 - 455 245 - 455 245 - average number of shares in issue for the period ended 31 May 2014 (‘000) Fully diluted 566 359 566 359 - 566 359 - 566 359 - number of shares in issue for the period ended 31 May 2014 (‘000) Notes 1. Extracted from the Year End Results. 2. All of the notes and assumptions as outlined in Annexure 4 of the Circular remain relevant to the pro forma information presented in this announcement. Mazars (Gauteng) Inc. has issued an assurance engagement report on the compilation of pro forma financial information for the above transaction which is available for inspection at Morvest’s registered office from today until 30 September 2014. Johannesburg 16 September 2014 Sponsor Sasfin Capital (a division of Sasfin Bank Limited) Reporting Accountant Mazars (Gauteng) Inc. Date: 16/09/2014 03:06:00 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.