Company announcements

• 2010
• 2009
• 2008
• 2007
• 2006

Announcement regarding the proposed acquisition by Excellerate and a management consortium of the entire issued share capital of JHI and further cautionary announcement

24 June 2010

1. Introduction

   Shareholders of Excellerate (“Shareholders”) are referred to the further cautionary announcement dated Friday, 7 May 2010 and are advised that Excellerate, acting on behalf of a new private company to be established (“Newco”), which will be owned jointly by Excellerate (as to 60%) and the current management (as to 40%) of Gensec Property Services Limited trading as JHI (“JHI”), has made a binding offer to all of the current shareholders of JHI (“JHI Shareholders”) to acquire the entire issued share capital of JHI, comprising 151 515 ordinary shares of one cent each (“the Proposed Transaction”).

   The aggregated purchase consideration payable by Newco will be an amount of R 135 000 000, which will be settled in cash.

   The offer has been accepted by all of the JHI Shareholders.

   In terms of Rule 34 of the Securities Regulation Code on Takeovers and Mergers (“the Code”) and Rules of the Securities Regulation Panel (“the SRP”), the SRP has granted dispensation that the Proposed Transaction need not comply with the Code.

2. Background on Excellerate and JHI

   Excellerate is an investment holding company listed on the JSE Limited (“the JSE”), with two core business divisions, namely, trading and distribution and services.

   JHI is a well established property services company with more than a century of experience in the rendering of property related services.

3. Rationale

   Within Excellerate’s Services Division, Interpark and Sterikleen already constitute a key focus on property related services. The addition of JHI will strengthen this focus considerably, and it is expected that some synergistic benefits will accrue. Consequently, the profile of the proposed transaction matches Excellerate’s acquisitive strategy. In addition, JHI has a solid track record and reputation in property services, and has good prospects for growth. The participation of the current management of JHI is a key element of the Proposed Transaction and will ensure that JHI continues to operate seamlessly following the implementation thereof.

4. Suspensive Conditions

   The Proposed Transaction resulting form the acceptance of the offer as referred to above, is subject to the fulfillment and/or waiver (where possible) of the following suspensive conditions:

   4.1	the required approval and/or ratification of the Proposed Transaction by the board of directors of Excellerate by no later than Wednesday, 30 June 2010;
   4.2	the conclusion of a written sale of shares agreement in a form reasonably satisfactory to all of the parties thereto, which agreement shall contain terms and conditions standard for a transaction of this nature, by no later than Friday, 30 July 2010;
   4.3	the conclusion of a satisfactory legal and financial due diligence investigation in respect of JHI by NewCo, its shareholders and its funder/s, acting reasonably, by no later than Friday, 30 July 2010; and
   4.4	the obtaining of all requisite regulatory approvals and/or consents for purposes of the Proposed Transaction on terms and conditions reasonably acceptable to all of the parties, including, without limitation, approval from the competition authorities, JSE Limited and the SRP, by no later than Friday, 1 October 2010.

5. Further cautionary announcement

   Shareholders are advised that full details of the Proposed Transaction will be released once the relevant agreements have been entered into. Accordingly, Shareholders are advised to continue to exercise caution when dealing in their Excellerate securities until such announcement has been made.

Johannesburg
24 June 2010

Sponsor:
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited

Attorneys:
Glyn Marais Incorporated