CURRO HOLDINGS LIMITED - Update on Curros acquisition of Windhoek Gymnasium

Update on Curro’s acquisition of Windhoek Gymnasium

Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)

UPDATE ON CURRO’S ACQUISITION OF WINDHOEK GYMNASIUM

Shareholders are referred to Curro’s voluntary announcement dated
22 September 2015, in which it announced its acquisition of Windhoek
Gymnasium for an enterprise value of R180 million. Windhoek Gymnasium was
established in 2006 and is a leading independent school in Namibia.

Curro confirms that the acquisition has now received the unconditional
approval of the Namibian Competition Commission. It is anticipated that
the acquisition will be implemented by 1 February 2016, following the
fulfilment of the final conditions precedent to the transaction.

Curro will be acquiring Windhoek Gymnasium via Curro’s wholly-owned
Namibian subsidiary, TLP Investments One Six Eight (Proprietary) Limited
(“TLP”), which is to be renamed Curro Education Namibia (Proprietary)
Limited.

Curro will advance funds to TLP to enable TLP to settle the purchase price
in accordance with the terms of the sale agreement. In this regard, Curro
hereby gives notice in terms of section 45(5) of the Companies Act, No. 71
of 2008, as amended (“Companies Act”) that on 27 November 2015 Curro’s
board of directors (“Board”) authorised the Company to provide a loan to
TLP to fund such purchase consideration and associated costs, as well as
further expansion and improvements. The Board, prior to authorising the
aforementioned financial assistance, considered and satisfied itself, in
terms of section 45 of the Companies Act, that:

1.   immediately after providing the financial assistance, the Company
     would satisfy the solvency and liquidity test as contemplated in
     section 4 of the Companies Act;

2.   there has been due compliance with the Company’s memorandum of
     incorporation; and

3.   the terms of the financial assistance are fair and reasonable to the
     Company.

The abovementioned financial assistance is granted in terms of the
authority that was provided to the Board by shareholders at Curro’s annual
general meeting on 19 June 2015.

Durbanville
8 December 2015

Sponsor: PSG Capital Proprietary Limited

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