Full Release... - Vunani Limited - Acquisitions and Renewal of

							Vunani Limited - Acquisitions and Renewal of Cautionary

VUNANI LIMITED
Formerly Vunani Capital Holdings (Proprietary) Limited
Incorporated in the Republic of South Africa
Registration number 1997/020641/06
JSE code: VUN
ISIN: ZAE000110359
"Vunani" or "the company"

ACQUISITIONS BY VUNANI OF CERTAIN ASSETS PREVIOUSLY OWNED BY EXCHANGE
SPONSORS (PROPRIETARY) LIMITED AND SME CORPORATE SOLUTIONS (PROPRIETARY)
LIMITED FROM WESSEL VAN DER MERWE AND OTHERS AND RENEWAL OF CAUTIONARY

    1. INTRODUCTION
       Further to the announcement dated 22 February 2008, shareholders are advised that Vunani
       has entered into an agreement with two partnerships comprising the following individuals,
       Wessel van der Merwe, Esna Colyn, Henk Engelbrecht, Stef Greeff, Martha van der
       Westhuizen, Marion Degener, Stephen Barnett, Kim Van Es and Cindy Van Der Knaap
       (collectively "the vendors") in respect of the acquisition of certain business relationships,
       existing mandates, contracts and the transfer of a team of JSE Limited ("JSE") Approved
       Executives and senior management ("certain assets"), previously associated with SME
       Corporate Solutions (Proprietary) Limited ("Corporate Solutions" or "Corporate Solutions
       assets") and inter alia, Exchange Sponsors (Proprietary) Limited ("Exchange Sponsors"), for
       a maximum purchase consideration of R90 750 000 ("the acquisition"), with effect from 1
       January 2008 or such later date as may be permissible in terms of International Financial
       Reporting Standards ("the effective date"). The abovementioned individuals will become
       executives of Vunani Corporate Finance and Vunani Treasury Resources, respectively.

    2. BACKGROUND TO THE ACQUISITION
       Corporate Solutions, a privately owned business which is primarily involved in corporate
       finance and advisory related services and its 70% owned subsidiary, Exchange Sponsors and
       Treasury Resources ("Treasury Resources"), a division of Corporate Solutions, which is
       primarily involved in treasury related activities, was inter alia, founded by Wessel van der
       Merwe, Marius Meyer and Stephen Barnett.
       The following JSE Approved Executives will be executives of Vunani Corporate Finance:
       Wessel van der Merwe, Henk Engelbrecht, Esna Colyn, Stef Greeff and Marion Degener ("the
       team"). The team has been involved in more than 30 listings on the JSE Main Board and
       Alternative Exchange ("AltX"), as well as large Black Economic Empowerment ("BEE")
       transactions, mergers, acquisitions and various other corporate finance related transactions.
       The executives of Vunani Treasury Resources will be Stephen Barnett, Kim Van Es and
       Cindy Van Der Knaap.

    3. TERMS AND CONDITIONS OF THE ACQUISITION
       The maximum purchase consideration payable to the vendors for the Corporate Solutions
       assets is R90.75 million which will be discharged as follows:
          • R12 million in cash;
          • R57.25 million by way of the issue and allotment of 57 250 000 Vunani ordinary
               shares at an issue price of R1.00 (one Rand) per ordinary share, being the market
               price at the time that the transactions were agreed upon; and
          • R21.5 million, which is dependent upon a warranted audited profit after taxation of
               R19.5 million ("warranted PAT") being achieved for the year ending 31 December
               2008, by way of the issue and allotment of 21 500 000 Vunani ordinary shares at an
            issue price of R1.00 (one Rand) per ordinary share, being the market price at the time
            that the transactions were agreed upon. This portion of the purchase consideration
            will be adjusted on a pro rata basis in the event that the warranted PAT is not met.
            The vendors will become shareholders in Vunani subsequent to the acquisition. The
            ordinary shares to be issued by Vunani to the vendors will be "locked up" for a period
            of three years from the effective date. The management team has entered into
            written employment contracts with Vunani incorporating restraint of trade clauses.
            All conditions precedent relating to the acquisition of the Corporate Solutions assets
            have now been fulfilled.

4. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
   The unaudited pro forma financial effects of the acquisition on the forecast results of the
   company for the year ending 31 December 2008 are set out below. The pro forma financial
   effects reflect the impact that the acquisition might have had on the earnings per share, fully
   diluted earnings per share and fully diluted headline earnings per share of Vunani had it been
   effected on 1 January 2008, and the effect that the acquisition might have had on the net
   asset value per share and net tangible asset value per share had it been effected on 31
   December 2007. The pro forma financial effects, which are the responsibility of the directors,
   are provided for illustrative purposes only and, because of their pro forma nature, may not
   fairly present Vunani`s financial position, changes inequity, results of operations or cash flow
   and have been prepared in a manner consistent with the format and accounting policies
   adopted by the company.


                             Notes            Before the           After the           Change
                                              acquisition         acquisition
                                                (cents)             (cents)


    Fully diluted           1,2,3,5              21.6                21.7                0.5
    earnings per
    share


    Fully diluted           1,2,3,5              21.6                21.7                0.5
    headline
    earnings
    per share


    Net asset value         1,2,4,6              67.7                69.7                3.0
    per
    share


    Net tangible            1,2,4,6              66.6                61.7               (7.4)
    asset value per
    share


    Fully diluted                           1 177 000 000       1 255 750 000
    weighted
    average
    number of
    shares in
    issue
Notes:
   1. The "Before the acquisition" column has been extracted from the forecast income statement
       of Vunani for the year ending 31 December 2008 and the reviewed balance sheet for the year
       ended 31 December 2007.
   2. The "After the acquisition" column reflects the financial effects of the acquisition on Vunani.
   3. The effects on earnings per share and headline earnings per share are calculated based on
       the assumption that the acquisition was effected on 1 January 2008.
   4. The effects of net asset value per share and net tangible asset value per share are calculated
       based on the assumption that the acquisition was effected on 31 December 2007.
   5. Fully diluted earnings and fully diluted headline earnings per share effects are based on the
       following assumptions and information:
            • R12 million of the purchase price was settled from existing cash on hand; and
            • the total after tax profit attributable to the acquisition is R19.5 million for the year
                ending 31 December 2008.
   6. Net asset value and tangible net asset value per share effects are based on the following
       assumptions and information:
            • a portion of the purchase price was paid on 31 December 2007 in the manner
                described in note 5; and
            • 57 250 000 shares were issued at R1.00 per share on 31 December 2007.
   7. The revaluations and allocations that may arise from the application of IFRS 3 (Business
       Combinations) have not been made as this will only be finalised in due course. The pro forma
       financial information has thus been prepared on the basis that the excess of the purchase
       price over the net asset value of the Corporate Solutions assets will comprise goodwill of
       R89.7 million. Goodwill is not amortised.
   8. All adjustments will have a continuing effect on the company.

    5. RATIONALE OF THE TRANSACTION
       The rationale for the acquisition is, inter alia, as follows:
          • it will provide Vunani with the opportunity to strengthen and grow its income base
               from its financial services operations;
          • it will provide Vunani with the opportunity to provide comprehensive corporate finance
               services, such as capital raisings, listings on JSE Main Board and AltX, mergers and
               acquisitions, BEE transactions, corporate finance transactions, debt financing and
               private equity to its current and future clients;
          • it will provide Vunani with the opportunity to provide comprehensive treasury services,
               such as money market trading, cash management, foreign exchange transactions
               and property consulting to its current and future clients; and
          • Vunani will be provided with the opportunity to generate further deal flow and cross-
               selling to its existing business divisions. Vunani`s platform as the leading BEE
               financial services group will provide excellent opportunities to Vunani Corporate
               Finance and Vunani Treasury to access new business opportunities.

    6. RENEWAL OF CAUTIONARY
       Further to the cautionary announcement dated 22 February 2008, shareholders are advised
       that the 51% acquisition of Retirement Fund Solutions Holdings (Proprietary) Limited by
       Vunani may have a material effect on the price at which Vunani`s shares trade. Accordingly,
       shareholders are advised to continue to exercise caution when trading in Vunani shares on
       the JSE until a further announcement is made.

Johannesburg

14 April 2008

Joint Designated Advisers
Merchant Sponsors (Proprietary) Limited
Vunani Corporate Finance
Auditors and reporting accountants
Deloitte & Touche

Date: 14/04/2008 17:53:40
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