Announcement regarding the disposal of land known as Stellendale 3 VISUAL INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/030975/06) (“the Company” or “Visual”) ISIN Code: ZAE000187407 Share code: VIS ANNOUNCEMENT REGARDING THE DISPOSAL OF LAND KNOWN AS STELLENDALE 3 Introduction Shareholders are referred to the status update and renewal of cautionary announcement issued on SENS on 28 June 2016 and are advised that an agreement has been signed between Visual International Proprietary Limited (“Visual International”) and Uvest Housing Portfolio 2 (RF) Proprietary Limited (“the purchaser” or “Uvest”), which agreement provides for the disposal of a property known as Stellendale 3 (“the Property”). Details of the Property and Rationale for Disposal The Property comprises the following: - Erf 18358 Kuils River, measuring 3,2107 hectares over which General Plan SG No. 2366/2008 has been approved and will be registered by the Seller, known as Steenberg; and - Remainder Farm 1286, comprising: - Portion “A”, measuring approximately 3,1089 (three comma one zero eight nine) hectares, known as Tokai, representing 83 residential erven opportunities; and - Portion “B”, measuring approximately 2,4380 (two comma four three eight zero) hectares, known as Constantia, representing 83 residential erven opportunities; The conclusion of this agreement will ensure that Visual is mostly debt free, enabling it to commence with its main business as a property developer and serve to fast track the achievement by Visual of its strategic objective to develop the remainder of the Stellendale township. Terms of the Disposal Consideration and effective date: The disposal consideration is R15 million, exclusive of VAT, which amount will be settled in cash on the date of registration of the Property into the name of the purchaser. The effective date will be the date of transfer of the Property. Condition precedent: The agreement is subject to a due diligence on the Property, and to board approval by the Purchaser following the due diligence process, by no later than 31 August 2016. Other significant terms: There are no other significant terms in the agreement. Financial information The property was acquired on 18 October 2013 for R17 000 000, excluding VAT and is carried in the company’s books at R17 000 000 as at 31 August 2015 as well as a bond of approximately R4.7 million. The property has been recently independently valued on 29 February 2016 by Adval, an independent registered valuer, at R17 000 000. A covering bond is also registered against the property. The sale consideration of R15 000 000 will result in a loss of R2 000 000 based on the last published results as at 31 August 2015. The Purchaser is liable for the agent’s commission. The proceeds will be applied towards the repayment of the R4.7 million bond, reduction of the balance of most of the secured debt in the Visual group and for working capital and development purposes. Categorisation The proposed disposal is a Category 2 transaction in terms of the Johannesburg Stock Exchange Listings Requirements for AltX listed companies and shareholder approval is accordingly not required. The Purchaser is not a related party to Visual. Renewal of cautionary announcement Shareholders are referred to the previously published update announcement and are advised that the company continues in negotiations with other parties on various transactions. A separate update announcement will be issued in due course. Shareholders are accordingly advised to continue to exercise caution when dealing in their shares. Johannesburg 2 August 2016 Designated Advisor Arbor Capital Sponsors Proprietary Limited Date: 02/08/2016 05:46:00 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.