IMPERIAL HOLDINGS LIMITED - Repurchase and Cancellation of Imperial Ordinary Shares in Terms of the Lereko BEE Transaction

Repurchase and Cancellation of Imperial Ordinary Shares in Terms of the Lereko BEE Transaction

Imperial Holdings Limited
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
(‘Imperial’)

REPURCHASE AND CANCELLATION OF IMPERIAL ORDINARY SHARES IN TERMS OF THE LEREKO
BEE TRANSACTION

Shareholders are referred to the Imperial circular dated 6 June 2005, the Lereko
Mobility (Pty) Limited (‘Lereko’) pre-listing statement dated 12 May 2005, the
Eqstra unbundling circular dated 20 March 2008 and various SENS announcements
including the Imperial SENS announcement dated 30 September 2010, wherein the
issue of equity shares to Lereko in terms of a Black Economic Empowerment
(‘BEE’) transaction, were detailed (‘Lereko BEE transaction’). The Lereko BEE
transaction, including the repurchase of ordinary shares by Imperial, was
approved by shareholders in 2005.

In terms of the Lereko BEE transaction, Imperial was granted the right to
repurchase a formula determined number of Imperial shares from Lereko at the
original subscription price of 4 cents each (‘the repurchase right”).

Shareholders are advised that, in terms of the Lereko BEE transaction, Imperial
has on 4 June 2015 repurchased 5 864 944 Imperial ordinary shares (equivalent to
2.8% of the Imperial ordinary shares in issue) held by Lereko, in terms of the
repurchase right (‘the Imperial repurchased shares’).

The Imperial repurchased shares will be delivered to Imperial on 15 June 2015
and an application will be submitted to the JSE for the delisting and
cancellation thereof with effect from 15 June 2015.

The repurchase will have no material impact on the group’s financial position,
profit or loss and cash flow statements.

Working Capital Statement

After the repurchase:
   - the company and the group will be able in the ordinary course of business
      to pay its debts for a period of 12 months after the date of the
      repurchase;
   - the assets of the company and the group will be in excess of the
      liabilities of the company and the group for a period of 12 months after
      the date of the repurchase;
   - the share capital and reserves of the company and the group will be
      adequate for ordinary business purposes for a period of 12 months after
      the repurchase;
   - the working capital of the company and the group will be adequate for
      ordinary business purposes for a period of 12 months after the repurchase.

   The board has authorised the repurchase and the company has passed the
   solvency and liquidity test. Since the test was performed, there have been no
   material changes to the financial position of the group.

Johannesburg
4 June 2015

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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