Announcement regarding the acquisition of P and L Hardware (Proprietary) Limited CASHBUILD LIMITED (Registration number: 1986/001503/06) (Incorporated in the Republic of South Africa) JSE share code: CSB ISIN: ZAE000028320 ("Cashbuild" or "the company") ANNOUNCEMENT REGARDING THE ACQUISITION OF P AND L HARDWARE (PROPRIETARY) LIMITED 1. Introduction Cashbuild shareholders are advised that the Company has entered into an agreement for the acquisition of 100% of the shareholding in P and L Hardware (Proprietary) Limited (“P&L”) (the “Acquisition”). The effective date of the Acquisition will be 5 business days following the date on which all conditions precedent have been met, which is anticipated to be by end of November 2015. 2. Rationale for the Acquisition In line with Cashbuild’s strategy for growing the business, the Acquisition will expand Cashbuild’s footprint and market share. Through the Acquisition Cashbuild will enhance its position in the market as well as aspiration of bringing quality building materials at the lowest prices to the communities in which it trades. 3. Description of P&L P&L comprises 39 retail building material and hardware outlets situated predominantly in the Limpopo and Mpumalanga provinces of South Africa. 4. Purchase consideration The purchase consideration is the sum of R350,000,000 payable upon fulfilment of conditions precedent (set out in paragraph 5 below), plus additional amounts totalling up to R80,000,000, if certain profits targets are achieved by P&L during a three year measured payment period. The additional amounts will be payable in annual instalments over the three years based on achievement against profit targets. The purchase consideration will be funded from Cashbuild’s existing cash resources. 5. Conditions precedent The finalisation of the Acquisition is subject to the following conditions precedent: - regulatory approvals, as may be required including the South African Competition Authorities; - completion of due diligence investigations; and - concluding management and restraint agreements with key management of P&L, as soon as is practically possible. 6. Value of net assets and profit attributable to the Acquisition The value of the net assets that are the subject of the Acquisition is R117,900,000 and the profit attributable to the net assets that are the subject of the Acquisition is R35,800,000. 7. Categorisation of the Acquisition The Acquisition is categorised as a Category 2 transaction in terms of the JSE Listings Requirements and accordingly does not require shareholder approval. 6 August 2015 Sponsor Nedbank CIB www.cashbuild.co.za www.pandl.co.za Date: 06/08/2015 05:30:00 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.