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Mon 21 May 2012, 8:28 BFS - Blue Financial Services Limited - The proposed second early conversion and
BFS
BFS                                                                             
BFS - Blue Financial Services Limited - The proposed second early conversion and
withdrawal of cautionary announcement                                           
Blue Financial Services Limited                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration Number: 1996/006595/06)                                           
JSE Share code:BFS                                                              
ISIN: ZAE000083655                                                              
("Blue" or the "Company")                                                       
THE PROPOSED SECOND EARLY CONVERSION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT  
1    INTRODUCTION                                                               
    Shareholders are referred to the cautionary announcements released on the   
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 9   
    March 2012 and 11 May 2012, wherein shareholders were advised that pursuant 
    to the Debt Rescheduling Agreement concluded by Blue in December 2010       
    ("DRA"), and as part of the ongoing restructuring of the Company`s balance  
sheet, the Company entered into negotiations with existing funders          
    regarding a potential debt to equity conversion ("Second Early Conversion"  
    or "Transaction").                                                          
    Shareholders are hereby advised that Blue has entered into an agreement     
("Second Early Conversion Agreement") with certain of its existing funders  
    ("Converting Lenders") regarding the continued financial restructuring of   
    the Company through (i) the conversion up to a maximum amount of R452       
    million of existing debt by way of a proposed specific issue to the         
Converting Lenders of up to a maximum of 1,015,655,919  Blue ordinary       
    shares ("Ordinary Shares") for cash at an issue price of 44.5 cents per     
    Ordinary Share, being the 30-day volume weighted average price ("VWAP")     
    ruling at the date of the signing of the Early Conversion Agreement and     
(ii) the consequent issue of up to a maximum of 1,062,269,202  Anti         
    dilution shares at par value to Mayibuye.                                   
2    RATIONALE FOR THE SECOND EARLY CONVERSION                                  
    The recapitalisation of the Company with R163 million ("Recapitalisation")  
by Mayibuye Group (Proprietary) Limited ("Mayibuye") on 10 December 2010    
    (as more fully described in paragraph 3.1.1 below), coupled with the first  
    early conversion ("First Early Conversion") of circa R275 million on 28     
    February 2011 (as more fully described in paragraph 3.1.2 below), and the   
commencement of the key phases to its turnaround strategy, have to date     
    yielded positive and sustainable improvements in financial results and      
    overall business fundamentals.                                              
    The turnaround strategy was formulated in a structured manner with an       
initial focus on restoring the Company and its subsidiaries (collectively,  
    the "Group") to solvency, implementing much needed improvements in          
    operational, governance and controls, and returning the Group to            
    profitability.                                                              
This position was achieved in August 2011, just six months after the        
    Recapitalisation and ahead of the initial targets.                          
    With the Group`s turnaround strategy now well advanced and a solid business 
    foundation in place, focus has now shifted to further strengthening of the  
Group`s balance sheet.                                                      
    A strong and well capitalised balance sheet is paramount in securing new    
    funding and investors which is a key catalyst in driving future growth in   
    loan advances and with that the sustainable profitability of the Group      
going forward.                                                              
    In terms of the DRA, any residual gap between the DRA assets and DRA        
    liabilities as at the end of the Standstill Period (as defined in paragraph 
    3.1.1 below), may be converted into equity in the Company.                  
The Company has always anticipated that a gap would remain at the end of    
    the Standstill Period (as defined in paragraph 3.1.1 below) and that a      
    conversion into equity would in all probability take place.  This has       
    created an overhang with the potential issue of shares in the Company to    
funders, and the further issue of Anti dilution shares to Mayibuye in order 
    to maintain their shareholding at 51%.                                      
    The proposed Second Early Conversion accelerates the expected conversion of 
    DRA debt into equity and supports the on going strategies of the Group to   
strengthen the balance sheet and eliminate the uncertainty regarding the    
    impact of dilution shares.                                                  
    Following this conversion, the Company will improve its net equity position 
    by approximately R400 million and realise savings in funder interest costs, 
while representing another important step in moving the Company closer to   
    meeting all of its turnaround objectives.                                   
    After this Second Early Conversion, the Company intends to continue to      
    explore opportunities to raise additional capital to further strengthen its 
balance sheet.                                                              
3    IMPORTANT BACKGROUND INFORMATION TO THE SECOND EARLY CONVERSION            
    Blue issued two circulars to shareholders relating to the Recapitalisation  
    and the First Early Conversion on 7 October 2010 and 10 February 2011,      
respectively, in which the recapitalisation and turnaround strategy of the  
    Company by Mayibuye was set out in detail.                                  
    3.1.1     THE RECAPITALISATION                                              
3.1.1     THE SUBSCRIPTION AGREEMENT, CLAIMS PURCHASE AGREEMENT AND DEBT        
RESCHEDULING AGREEMENT                                                 
         In June 2010 the Company entered into the Subscription Agreement with  
         Mayibuye whereby Mayibuye subscribed for 1,253,846,154 Ordinary Shares 
         in Blue at 13 cents per share on 10 December 2010, totalling an        
aggregate subscription price of R163 million. In terms of the          
         Subscription Agreement, Blue also provided a number of warranties in   
         favour of Mayibuye, whereby Mayibuye is entitled to receive Warranty   
         Shares in the event that Blue breaches certain of the warranties       
resulting in Mayibuye suffering any loss.                              
    In September 2010, Blue concluded a Claims Purchase Agreement with, inter   
    alia, Old Mutual Life Assurance Company (South Africa) Limited ("OMLACSA")  
    and Leonox Investments (Proprietary) Limited ("Leonox"), in terms of which  
Blue and certain of its subsidiaries are entitled to sell claims (arising   
    out of the lending of money by them in the course of their lending          
    businesses) to Leonox. Leonox, in its turn, obtained funding facilities     
    from OMLACSA and is entitled to draw down against those facilities in order 
to pay the purchase prices of claims sold to Leonox by Blue and its         
    applicable subsidiaries. The aggregate of the amounts outstanding under the 
    claims which Leonox has purchased from Blue and its subsidiaries may not at 
    any time exceed R300 million and the effect of the Claims Purchase          
Agreement is that it has created a source of funding for Blue and its       
    applicable subsidiaries since (i) by selling claims to Leonox, Blue and its 
    subsidiaries will realise cash in the form of the purchase price of those   
    claims, and (ii) that cash may then be used to fund further lending         
activities.                                                                 
    A key feature of the Recapitalisation is the DRA, which Blue concluded with 
    the existing lenders of the Company ("DRA Lenders").                        
    The DRA makes provision for the rescheduling of amounts owing by Blue and   
various of its subsidiaries (collectively, the "Borrowers") to the DRA      
    Lenders and its critical terms are the following -                          
    (i)  it became effective on 1 January 2011;                                 
    (ii) no Borrower is obliged to make any principal repayments to the DRA     
Lenders during the period (the "Standstill Period") which commenced on 
         1 January 2011 and which will end on 31 December 2013;                 
    (iii)     during the Standstill Period the Borrowers are obliged to pay     
         interest to the DRA Lenders (on the full principal amounts owing to    
the DRA Lenders);                                                      
    (iv) all the Borrowers` claims, as at 1 January 2011, against members of    
         the public and arising out the lending businesses undertaken by the    
         Borrowers, have been ring-fenced (such claims will hereinafter be      
referred to as the "Asset Pool");                                      
    (v)  the Borrowers will, during the Standstill Period, collect the Asset    
         Pool and use the collections to make further loans to members of the   
         public and those further loans will be included in the Asset Pool;     
(vi) since the interest rates at which the Borrowers lend to members of the 
         public exceed the interest rate at which the Borrowers have borrowed   
         money from the DRA Lenders, it is anticipated that the Asset Pool will 
         grow (in value) during the Standstill Period;                          
(vii)     the DRA Lenders are entitled to extend the Standstill Period;     
    (viii)    certain Acceleration Events (essentially defaults by the          
         Borrowers under the DRA) have been prescribed and if an Acceleration   
         Event occurs, the DRA Lenders are entitled to shorten the Standstill   
Period;                                                                
    (ix) the Borrowers are entitled to use collections on account of the Asset  
         Pool to pay (i) operating costs attributable to the claims included in 
         the Asset Pool, and (ii) interest which accrues on the principal       
amounts owing to the DRA Lenders, and (iii) certain other lenders who  
         are not party to the DRA but which had amounts outstanding at 1        
         January 2011, and (iv) taxes which were in arrears on 1 January 2011,  
         and (v) certain amounts owing, as at 1 January 2011, by them to their  
creditors;                                                             
    (x)  on expiry of the Standstill Period the Asset Pool will be collected    
         and the proceeds will be used to pay the DRA Lenders; and              
    (xi) if the proceeds of the Asset Pool are insufficient to pay the full     
principal amounts owing to the DRA Lenders, the remaining outstanding  
         principal amounts may be converted into Ordinary Shares at the then    
         ruling 30 day VWAP.                                                    
    If, as a result of the conversion of any principal amounts owing to any DRA 
Lender into Ordinary Shares or the issue of any other type of Dilution      
    Share (as defined in the Subscription Agreement), Mayibuye`s shareholding   
    in Blue falls to below 51%, Mayibuye has the right (in terms of the         
    Subscription Agreement) to subscribe at par value, for such a number of     
Anti dilution Shares as will restore Mayibuye`s shareholding to 51%.        
3.1.2     THE FIRST EARLY CONVERSION                                            
    Notwithstanding the conclusion of the DRA, certain DRA Lenders indicated to 
    Blue, during October 2010, a desire to convert a portion of the amounts     
owed to them into Ordinary Shares.                                          
    Consequently, Blue concluded on 9 December 2010, an addendum to the DRA     
    whereby the DRA Lenders were granted the option to convert a portion, up to 
    a total aggregate amount of R325 million, of the amounts owing to them into 
Ordinary Shares, at a conversion price of 13 cents per share.               
    On 28 February 2011, the First Early Conversion was implemented whereby     
    circa R275 million of the DRA Facilities were converted into Blue Ordinary  
    Shares at a conversion price of 13 cents per ordinary share.                
3.2  BLUE BEE TRANSACTION                                                       
    Blue shareholders were advised in an announcement released on SENS on 10    
    February 2011 that Blue was contemplating implementing a BEE transaction as 
    part of the First Early Conversion Transaction ("Blue BEE Transaction").    
At the shareholders` meeting held on 25 February 2011, shareholders granted 
    the Company the specific authority to issue up to 384,615,384 Ordinary      
    Shares at 13 cents per Ordinary Share to an independent trust set up to     
    implement the Blue BEE Transaction, which authority will remain in place    
for a period of up to 15 months from 25 February 2011. Shareholders are     
    hereby advised that, as a result of the time that has elapsed from when     
    shareholders approved the Blue BEE Transaction, which at the time was       
    contemplated to be concluded at an issue price of 13 cents, the price of    
Ordinary Shares has increased to such an extent that if the Blue BEE        
    Transaction was in fact concluded on its current terms, the Company will be 
    required, in terms of IFRS and based on the 30-day VWAP of 44.5 cents per   
    Ordinary Share as at the date of this notice, to recognise a share based    
payment loss of circa R121.2 million.  The Board has therefore decided that 
    it would not be in the best interest of the Company to conclude the Blue    
    BEE Transaction on the current terms and therefore the proposed Blue BEE    
    Transaction has been terminated.                                            
4    THE TRANSACTION STRUCTURE - THE SECOND EARLY CONVERSION AGREEMENT          
    4.1  The Second Early Conversion Agreement has been concluded between       
         Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden        
         N.V. (Dutch Development Bank)("FMO"), WorldBusiness Capital            
Incorporated ("WBC"), The OPEC Fund for International Development      
         ("OFID") and National Housing Finance Corporation SOC Ltd.             
         ("NHFC") (collectively, the "Converting Lenders"), the Company,        
         certain of its subsidiaries and Mayibuye in terms of which, inter      
alia, the Converting Lenders agreed to convert the whole or a          
         portion of the amounts owing to them, into Ordinary Shares at a        
         conversion price of 44.5 cents per Ordinary Share, which is based      
         on the 30-day VWAP of the Ordinary Shares, calculated as at the        
date of signature of the Second Early Conversion Agreement.            
    4.2  In total, up to a maximum of circa R452 million owing to the           
         Converting Lenders will be converted in terms of the Second Early      
         Conversion Agreement. The principal loan amounts ("Conversion          
Amounts") that each of the Converting Lenders will convert into equity 
         pursuant to the Second Early Conversion is as follows -                
    4.2.1     FMO, which is also a related party to Blue, will convert the      
         remaining portion of the principal amount owing to them, being R163.25 
million;                                                               
    4.2.2     WBC will convert the entire principal amount owing to them, being 
         US$10.13 million. For purposes of the Second Early Conversion, the US$ 
         denominated WBC principal amount will be converted into Rand at the    
applicable spot rate as at the date of the general meeting to be       
         convened to approve the Second Early Conversion ("Shareholders Meeting 
         Date"), provided that if the converted amount exceeds R101,288,760,    
         ("WBC Limit"), it will be reduced to the WBC Limit;                    
4.2.3     OFID will convert the entire principal amount owing to them,      
         being US$15.74 million. For purposes of the Second Early Conversion,   
         the US$ denominated OFID principal amount will be converted into Rand  
         at the applicable spot rate as at the Shareholders Meeting Date,       
provided that if the converted amount exceeds R157,430,250 ("OFID      
         Limit"), it will be reduced to the OFID Limit; and                     
    4.2.4     NHFC will convert a portion of the principal amount owing to      
              them, being R30 million.                                          
4.3  Accordingly -                                                          
    4.3.1     FMO will, pursuant to the Second Early Conversion, be issued      
              366,849,155 Ordinary Shares;                                      
    4.3.2     NHFC will, pursuant the Second Early Conversion, be issued        
67,415,730 Ordinary Shares;                                       
    4.3.3     OFID will, pursuant to the Second Early Conversion, be issued a   
              maximum of 353,775,843 Ordinary Shares;                           
    4.3.4     WBC will, pursuant to the Second Early Conversion, be issued a    
maximum of 227,615,191 Ordinary Shares; and                       
    4.3.5     Mayibuye will, pursuant to the Second Early Conversion, be issued 
              a maximum of 1,062,269,202  Ordinary Shares, which shares will    
              constitute Anti-dilution Shares.                                  
4.4  It is recorded that the WBC Limit referred to in paragraph 4.2.2 above 
         and the OFID Limit referred to in paragraph 4.2.3 above were inserted  
         into the Second Early Conversion Agreement to -                        
    4.4.1     limit the currency fluctuation risk associated with converting    
the Conversion Amounts of OFID and WBC from US$ into Rand. The OFID    
         Limit and the WBC Limit represent a conversion rate of US$1 (one       
         United States Dollar) : R10 (ten Rand), it being recorded that as at   
         the date of signing of the Second Early Conversion Agreement, the US$  
: Rand conversion rate was US$1 (one United States dollars) : R8.30    
         (eight Rand thirty cents); and                                         
    4.4.2     limit (i) the number of Ordinary Shares to be issued to OFID      
              pursuant to the Second Early Conversion to the number set out in  
paragraphs 4.3.3 above and (ii) the number of Ordinary Shares to  
              be issued to WBC pursuant to the Second Early Conversion to the   
              number set out in 4.3.4 above and (iii) the number of Anti-       
              dilution Shares to be issued to Mayibuye pursuant to the Second   
Early Conversion to the number set out in paragraph 4.3.5 above.  
    4.5  The Group shall pay to each Converting Lender the accrued interest     
         which is attributable to its Conversion Amount.                        
5    FINANCIAL EFFECTS                                                          
The table below illustrates the unaudited pro forma financial effects of    
    the Second Early Conversion on the published reviewed condensed             
    consolidated interim results of the Company for the six months ended 31     
    August 2011.                                                                
The preparation of the unaudited pro forma financial effects is the         
    responsibility of the Directors of Blue. The unaudited pro forma financial  
    effects have been prepared for illustrative purposes only to provide        
    information on how the Second Early Conversion might impact on the          
financial position and results of the Company and, due to the nature        
    thereof, may not be a fair reflection of the Company`s financial position,  
    nor of its future results, after the Second Early Conversion.               
Unaudited pro forma financial effects taking into account the Second Early      
Conversion:                                                                     
                               Actual      Pro forma  % change                  
                               Before (2)  After                                
                               (cents)     Second                               
Early                                
                                           Conversion                           
                                           (3)                                  
                                           (cents)                              

   Earnings per share ("EPS")  0.4         0.4        0.0%                      
   (4)                                                                          
   Headline earnings per       0.4         0.4        0.0%                      
share ("HEPS") (4)                                                           
   Net asset value per share   1.1         6.1        454.5%                    
   ("NAVPS") (5)                                                                
   Net tangible asset value    (6.7)       0.30       >100%                     
per share ("NTAVPS") (5)                                                     
                                                                                
   Number of shares in issue   5 791 990   7 869 915  35.9%                     
   (`000) (4)(5)                                                                
Weighted average number of  5 791 990   7 869 915  35.9%                     
   shares (`000) (4)(5)                                                         
                                                                                
   Further shares issued to                1 015 656                            
Converting Lenders (`000)                                                    
   Further shares issued to                1 062 269                            
   Mayibuye (`000)                                                              
                                                                                
Mayibuye shareholding (%)   51.0%       51.0%      0.0%                      
   Converting Lenders          0.0%        12.9%      >100%                     
   shareholding (%)                                                             
   Existing Blue shareholders  49.0%       36.1%      (26.4%)                   
(%)                                                                          
                                                                                
Notes and assumptions:                                                          
    1    The unaudited pro forma financial information is based on the          
accounting policies adopted by the Company and are in accordance with  
         IFRS.                                                                  
    2    The `Actual Before` column is based on the published reviewed          
         condensed consolidated interim results for the six months ended 31     
August 2011.                                                           
    3    The `After the Second Early Conversion` column has been adjusted for   
         the effects of the Second Early Conversion.                            
    4    For purposes of calculating EPS and HEPS the unaudited pro forma       
financial effects are calculated on the following assumptions:         
         (a)  The Second Early Conversion was implemented on 1 March 2011;      
         (b)  Interest income of R1.038 million (pre-tax) relating to a         
              financial derivative instrument has been reversed against         
interest income. This reversal has been calculated based on the   
              actual interest income received on the derivative financial       
              instrument for the six months ended 31 August 2011 and is assumed 
              to be taxable;                                                    
(c)  Interest expense has been adjusted by an amount of R22.032        
              million as follows:                                               
                                                Rand million                    
           Reversal of actual interest          4.404                           
incurred in relation to the                                          
           financial derivative instrument for                                  
           the six months ended 31 August 2011                                  
           (pre-tax)                                                            
Reversal of actual interest          17.628                          
           incurred on the Conversion Amounts                                   
           for the six months ended 31 August                                   
           2011 (pre-tax)                                                       
22.032                          
The above amounts are assumed to be tax deductible and will have a continuing   
effect;                                                                         
    (d)  An amount of R2.642 million (pre-tax) is reversed against operating    
income and is assumed to be taxable. This amount has been calculated   
         based on the foreign exchange losses recognised on the conversion of   
         foreign denominated debt due to participants to the Second Early       
         Conversion for the six months ended 31 August 2011.  This amount will  
have a continuing effect, subject to exchange rate fluctuations;       
    (e)  Operating expenses have been adjusted by an amount of R5.122 million   
         as follows:                                                            
                                                Rand million                    
Once-off transaction costs have      4.000                           
           been included and are assumed to be                                  
           paid out of cash resources. The                                      
           expense is assumed to be capital in                                  
nature and therefore not tax                                         
           deductible                                                           
           Reversal of the mark-to-market gain  1.122                           
           relating to the financial                                            
derivative instrument (pre-tax).                                     
           This amount is assumed to be                                         
           taxable.                                                             
                                                5.122                           
(f)  A full tax rate of 28% has been applied and the impact of any tax      
         losses is ignored;                                                     
    (g)  The issue of 1,015,655,919 Ordinary Shares in accordance with the      
         Second Early Conversion Agreement; and                                 
(h)  The issue of 1,062,269,202 Anti-dilution Shares in accordance with the 
         Subscription Agreement. The Anti-dilution Shares to be issued have     
         been determined on a fully diluted basis and take into account the     
         issue of 1,015,655,919 Dilution Shares in 4(g) above and the future    
issue of 4,955,667 shares to staff in terms of the Blue Share Plan     
         such that after the issue of these shares Mayibuye will own 51% of the 
         issued share capital in Blue.                                          
5    For purposes of calculating NAVPS and NTAVPS the unaudited pro forma       
financial effects are calculated on the following assumptions:              
    (a)  The Second Early Conversion was implemented on 31 August 2011;         
    (b)  Share capital has been adjusted for:                                   
                                                                                
I    The issue of 1,015,655,919 Conversion Shares pursuant to the      
              Second Early Conversion. The shares are assumed to be issued at   
              the 30-day VWAP on 16 May 2012, being 44.5 cents per share,       
              giving rise to a R451.967 million adjustment to share capital.    

         II   The issue of 1,062,269,202 Anti-dilution Shares pursuant to the   
              Second Early Conversion. The Anti-dilution Shares to be issued    
              have been determined on a fully diluted basis and take into       
account the issue of 1,015,655,919 Dilution Shares in 4(g) above  
              and the future issue of 4,955,667 shares to staff in terms of the 
              Blue Share Plan such that after the issue of these shares         
              Mayibuye will own 51% of the issued share capital in Blue. Anti-  
dilution Shares are assumed to be issued at the par value of      
              0.0001 cent a share for a cash consideration of R1,062.27.        
         III  The issue of Dilution and Anti-dilution shares are indicative     
              only due to the fact that the debt being converted includes       
foreign denominated borrowings of USD25.872 million which have    
              been converted at a rate of R10/ USD1. The ultimate conversion of 
              the debt will be different and will be impacted by the foreign    
              exchange rates prevailing at the date of such conversion.         

    (c ) The derivative financial liability relates to the WBC foreign          
         denominated loan amount and will be settled on conversion of the WBC   
         loan. The financial derivative liability has been adjusted as follows: 
I    The value of the derivative financial instrument has been         
              adjusted to reflect a gain of R28.393 million as a result of the  
              assumed potential depreciation in the Rand from R6.9793/USD as at 
              31 August 2011 to R10/USD1 being the exchange rate used to        
determine the maximum Conversion Amount resulting in an adjusted  
              positive balance of R9.708 million. Corresponding credits to      
              accumulated loss and taxation payable of R20.443 million (after   
              tax) and R7.950 million respectively have been made.              
II   An amount of R9.708 million has been credited to the account to   
              take into account the settlement of the derivative financial      
              instrument (based on the adjusted value per 5(c)I above) with a   
              corresponding debit of R9.708 million to bank and cash. No        
further costs have been taken into account for the early          
              settlement of the derivative financial instrument.                
(d)  Long term liabilities have been adjusted as follows:                       
    I    The foreign denominated Conversion Amounts of cumulatively R180.568    
million as at 31 August 2011 included in long term liabilities have    
         been credited by R78.151 million to account for the assumed            
         depreciation in the Rand from R6.9793/USD as at 31 August 2011 to      
         R10/USD1 being the exchange rate used to determine the maximum         
Conversion Amount. Note this amount is indicative only and the         
         ultimate amount of the adjustment will be different and will be        
         impacted by the foreign exchange rates prevailing at the date of the   
         actual conversion.  Corresponding debits to accumulated loss and       
taxation payable of R56.269 million (after tax) and R21.882 million    
         respectively have been made; and                                       
II   An adjustment for the de-recognition of debt to the value of R451.967      
    million based on the total maximum debt converted into Ordinary Shares in   
accordance with the Second Early Conversion Agreement. Note this amount is  
    indicative only and the ultimate amount of debt converted will be different 
    and will be impacted by the foreign exchange rates prevailing at the date   
    of such conversion;                                                         
(e)  Accumulated loss has been adjusted for once-off transaction costs of   
         R4.0 million, an amount of R20.433 million (after tax) relating to the 
         gain on revaluation of the derivative financial liability in 5(c)I     
         above and an amount of R56.269 million (after tax) relating to the     
write-up of the foreign denominated Conversion Amounts in 5(d)I above. 
    (f)  Cash and cash equivalents have been increased by a net amount of       
         R5.709 million, which includes the subscription proceeds of R1,062.27  
         from the issue of the Anti-dilution Shares, the payment of R4.0        
million in once-off transaction costs and the proceeds of R9.708       
         million relating to the settlement of the derivative financial         
         instrument.                                                            
6    CONDITION PRECEDENT                                                        
6.1  The only remaining condition precedent ("Condition Precedent") to the  
         Second Early Conversion Agreement is that Blue obtains each            
         authorisation, consent, approval, resolution, licence, exemption,      
         filing, notarisation or registration which is required in respect of   
Conversion (including the issue of the requisite Anti-Dilution         
         Shares to Mayibuye) under any applicable laws and any contract which   
         is binding on the Group including, without limitation -                
                                                                                
6.1.1     any resolutions required under the JSE Listings Requirements or   
              the rules of the BSE and the Companies Act from the current       
              holders of the Ordinary Shares; and                               
    6.1.2     the approval of RenAsset in respect of the Second Early           
Conversion (to the extent to which such approval is required).    
    6.2  If the remaining Condition Precedent is not fulfilled by 31 July 2012, 
         or such a later date as may be agreed by all the parties to the Second 
         Early Conversion Agreement in writing, the Second Early Conversion     
will not be implemented.                                               
7    UNDERTAKINGS TO VOTE                                                       
    Shareholders currently holding in aggregate 75.6% of the issued Ordinary    
    Shares and entitled to vote in respect of certain of the resolutions, have  
provided the Company with irrevocable undertakings to vote in favour of     
    those resolutions set out in the notice of general meeting referred to in   
    paragraph 8 below.  Shareholders currently holding in aggregate 64.7%% of   
    the issued Ordinary Shares and entitled to vote on all resolutions, have    
provided the Company with irrevocable undertakings to vote in favour of all 
    of the resolutions set out in the notice of general meeting referred to in  
    paragraph 8 below.                                                          
8    SHAREHOLDER APPROVAL, POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING    
Although FMO is a related party, the issue price of 44.5 cents is based on  
    the 30-day VWAP per Ordinary Share immediately prior to the signing of the  
    Second Early Conversion Agreement and therefore, in terms of section        
    5.51(f) of the JSE Listings Requirements, the directors are not required to 
include a statement confirming whether the specific issue is fair insofar   
    as the Blue shareholders (excluding FMO) are concerned.                     
    A circular setting out the full details of the Second Early Conversion will 
    be posted to shareholders on or about 30 May 2012.  The Circular will       
incorporate a notice convening a general meeting of shareholders to be held 
    on or about 29 June 2012 at Mayibuye Place, 355 Kent Avenue, Randburg in    
    order to consider and if deemed fit, pass with or without modification, the 
    special and ordinary resolutions contained therein, all of which are        
required to procure the implementation of the Second Early Conversion.      
9    WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                      
    As the salient terms of the Second Early Conversion and the pro forma       
    financial effects thereof are presented in this announcement, shareholders  
are advised that they no longer need to exercise caution when dealing in    
    their Blue shares and the cautionary announcements referred to in paragraph 
    1 above are herewith withdrawn.                                             
Johannesburg                                                                    
21 May 2012                                                                     
Designated Adviser to Blue                                                      
Grindrod Bank Limited                                                           
Financial Adviser to Blue                                                       
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited                  
Reporting Accountants and Auditors to Blue                                      
Deloitte & Touche                                                               
Attorneys to Blue                                                               
Cliffe Dekker Hofmeyr Inc.                                                      
Date: 21/05/2012 08:28:01 Produced by the JSE SENS Department.                  
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