Acquisition by Value Group Limited of 100% of the Issued Ordinary Shares in Key Distributors (Pty) Ltd Value Group Limited (Incorporated in the Republic of South Africa) Registration number: 1997/002203/06 Share code: VLE ISIN code: ZAE000016507 (“Value” or “the company’) ACQUISITION BY VALUE GROUP LIMITED (“VALUE”) OF 100% OF THE ISSUED ORDINARY SHARES IN KEY DISTRIBUTORS (PTY) LTD (“KEY”) 1. INTRODUCTION 1.1 Shareholders are advised that Value has entered into a binding agreement (“The Agreement”) to acquire 100% of the ordinary share capital of Key from Mr G.C. Peters, Mr W. Barnard, Mr B. Johnson and Mr J. Colyn. 1.2 The salient terms and conditions of the Agreement, are as follows: 1.2.1 A maximum purchase price of R32 680 004 (thirty two million six hundred and eight thousand and four rand) will be paid for the shares, subject to certain profit warranties and conditions being fulfilled; 1.2.2 The Purchase price is based on a combination of a Price-Earnings ratio of Key’s adjusted 2015 profit after tax (“PAT”), together with the fair Value of Key’s immovable property. 2. NATURE OF THE BUSINESS OF KEY Key carries on the business of warehousing, distributing, and wholesaling a variety of FMCG products into the formal and informal trade, including independent traders, fuel forecourts and small retailers. Key currently operates in the Gauteng, Polokwane, Nelspruit and Bloemfontein areas. 3. RATIONALE OF THE ACQUISITION Over the last 8 years, Key has successfully conducted the aforesaid business in a hugely complex market. It has been run by skilled, hands on competent management, who will remain in the business for a minimum of 4 years subsequent to the effective date. As Key wholesales and delivers into the informal market, it offers Value a sought after access into this dynamic and enterprising area of the market. This acquisition will facilitate the opportunity for Value to diversify its business by owning and controlling its FMCG volumes, whilst simultaneously leveraging off its core national infrastructure in its logistics division. Conversely, the Value infrastructure will provide Key with the opportunity to grow its business nationally which will also enable Value’s customers access into this specialised segment of the market. 4. EFFECTIVE DATE OF THE SALE Assuming all regulations are satisfied and conditions precedent fulfilled, the effective date of the transaction will be 1 March 2016. 5. CONSIDERATION The cash consideration payable by Value to Key is R32 680 004 which amount is payable in three tranches, as follows: 5.1 First payment – once all the conditions precedent have been fulfilled and the net asset value has been verified; 5.2 Second payment – 15 months subsequent to the first payment; 5.3 Third payment – 12 months subsequent to the second payment. The second and third payments are subject to Key achieving certain profit warranties. 6. NET ASSET VALUE AND PROFITS ATTRIBUTABLE TO KEY 6.1 The net asset value of Key to be acquired will be R17 735 676 (seventeen million seven hundred and thirty five thousand six hundred and seventy six rand). 6.2 For the 2015 financial year Key achieved an adjusted PAT of R3 506 631. 7. CONDITIONS PRECEDENT FOR THE SALE 7.1 The sale is subject to the fulfilment or waiver, as the case may be, of the following conditions precedent: 7.1.1 By the effective date, confirmation of the transaction by the Competition Commission; 7.1.2 By 29 February 2016, the approval by the respective boards of directors; 7.1.3 By 29 February 2016, the approval of the transaction by certain of Key’s suppliers. 8. PROVISIONS OF THE SELLERS MEMORANDUM AND ARTICLES OF ASSOCIATION The terms of the Sellers Memorandum and Articles of Association do not in any way prohibit Value from fulfilling its JSE listing requirements. 9. CATEGORISATION OF THE SALE AND SHAREHOLDER APPROVAL This Sale is classified as a category 2 transaction in terms of Section 9.15 of the JSE Listing Requirements and accordingly will not require shareholder approval. For and on behalf of the Board Johannesburg 18 December 2015 Sponsors: Investec Bank Limited Date: 18/12/2015 11:00:00 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.