Disposal by Marshal off six investment properties Marshall Monteagle PLC (Incorporated in Jersey and registered as an external company in South Africa) Company registration number: 102785 External registration number: 2010/024031/10 JSE share code: MMP ISIN: JE00B5N88T08 (“Marshall”) DISPOSAL BY MARSHALL OF SIX INVESTMENT PROPERTIES 1. Introduction and terms Shareholders are advised that Marshall has entered into a sale agreement with Rivertown Central Proprietary Limited (“Rivertown”) in terms of which Marshalls Group Limited, a wholly owned subsidiary of Marshall, will dispose of six investment properties and the rental enterprises conducted thereon as defined in paragraph 2 below, voetstoots and as a going concern, for a consideration of US$ 7 518 800 (ZAR100 000 000) (“the Disposal”). 2. Description of investment properties and rental enterprises The subject matter of the Disposal is the following properties in Durban, Kwa- Zulu Natal: 2.1 the properties held under Deed of Transfer No T 4153/1990 and situate at 63 Prince Alfred Street/Stanger Street, Durban; 2.2 the properties held under Deed of Transfer No T 10246/1991 and situate at 67 Prince Alfred Street/Stanger Street, Durban; 2.3 the properties held under Deed of Transfer No T 10246/1991 and situate at 71/75 Prince Alfred Street/Stanger Street, Durban; 2.4 the properties held under Deed of Transfer No T 12038/1955 and situate at 62/68 Prince Alfred Street, Durban; 2.5 the properties held under Deed of Transfer No T 4152/1990 and situate at 72 Prince Alfred Street (Corner Hunter Street), Durban; and 2.6 the properties held under Deed of Transfer No T 7150/1990 and block bounded by 81 – 91 Prince Alfred Street and 78 – 86 Hunter Street, Stanger and Morrison Street, Durban, and the rental enterprises currently conducted thereon by Marshall (collectively the “Investment Properties”). 3. Rationale for the disposal Marshall is an investment holding company, with portfolios of leading investments in the United Kingdom, Europe, United States and the Far East and commercial properties in the United States and South Africa. Marshall also has import and distribution businesses internationally and interests in food processing and logistics in South Africa. The Investment Properties are located in an area of Durban that is currently subject to development and change. The Disposal presents an opportunity to realise a satisfactory return on the investment, as Marshall is not active in property development. 4. Effective date of the disposal The effective date of the Disposal is the date of transfer of the Investment Properties and is expected to be 28 February 2016 (“the Effective Date”). 5. Conditions precedent The Disposal is subject to the fulfillment of, inter alia, the following outstanding conditions precedent, on or before 30 September 2015 or such later date as may be agreed between the parties in writing, that Rivertown notifies Marshall in writing that:- 5.1 it is satisfied with the outcome of its due diligence investigation of the Investment Properties; 5.2 it has obtained written confirmation from Rivertown’s attorneys that the Competition Commission has unconditionally approved the Disposal in terms of the Competition Act No. 89 of 1989, or that Competition Commission approval of this Disposal is not required; and 5.3 it has obtained written confirmation that a bank guarantee, from a recognised bank in favour of Marshall and on terms and conditions acceptable to Marshall, shall be delivered to the conveyancing attorneys on or before 30 October 2015. 6. Settlement of the consideration The consideration of US$ 7 518 800 (ZAR100 000 000) will be settled in cash on the Effective Date and the estimated proceeds of US$5 307 340 (ZAR70 587 625) will be remitted to Marshall after deduction of costs and taxes of approximately US$2 211 460 (ZAR29 412 375). These proceeds will be utilised to further Marshall’s long-term investment objectives. 7. Profits and net asset value attributable to the Investment Properties The post-tax profits attributable to the Investment Properties for the year ended 30 September 2014 (being the most recent financial year end) was US$510 241 (ZAR5 427 332) while the net asset value of the Investment Properties as at 30 September 2014 was US$5 160 068 (ZAR58 300 000). 8. Categorisation of the acquisition Rivertown is not a related party to Marshall and the Disposal is categorised as a Category 2 transaction in terms of the JSE Limited Listings Requirements. Johannesburg 1 September 2015 Sponsor: Sasfin Capital (A division of Sasfin Bank Limited) Date: 01/09/2015 03:04:00 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.