Cashbuild Empowerment Trust

1 Introduction and rationale
Cashbuild's shareholders approved the introduction of Cashbuild's employees as a broad-base empowerment shareholder at the company's annual general meeting on 6 December 2004 (“approved transaction”). In terms of the approved transaction, Cashbuild Management Services (Proprietary) Limited would lend R70 million to the Trust to acquire up to 10% of the issued share capital of Cashbuild.It was envisaged that the Trust, by approaching Cashbuild’s shareholders, would be able to acquire 10% of the shares in the openmarket at a price of no more than R30 per share. On the day the approved transaction was announced Cashbuild’s shares tradedabove R30. Further to this, shareholders who were approached required a premium to the current market price to sell their shares.Although the Trust has a period of 365 days to acquire the shares, the probability of obtaining the 10% ho lding by the Trust at theenvisaged price appears unlikely. In light of these events Cashbuild proposes to issue new shares to the Trust to facilitate the approvedtransaction.
2 Key terms of the transaction
Cashbuild proposes that the Trust subscribes for 2 580 535 new Cashbuild shares at R29.09, equating to the 30 day volume weightedaverage price of Cashbuild shares up to 10 November 2004, being the announcement date of the approved transaction. The issue ofnew shares for cash will have no impact on Cashbuild’s current cash resources.The loan to the Trust from Cashbuild Management Services (Proprietary) Limited needs to be increased by R5 067 763.15 from R70 000 000.00 to R75 067 763.15 to enable the Trust to subscribe for 10% of the ordinary shares in the capital of Cashbuild post theissue.
3 Conditions precedent
The increase in the loan to the Cashbuild Empowerment Trust and the specific issue of new shares for cash remain subject to theapproval by the Cashbuild shareholders at the general meeting to be held on Monday, 7 February 2005 at Cashbuild's registeredoffices.
4 Financial effects
The table below sets out the pro-forma financial effects, on a consolidated basis, of the transaction on the earnings per share ("EPS"),headline earnings per share ("HEPS"), net asset value per share ("NAV") and net tangible asset value per share ("NTAV") of the companybased on the audited financial results for the year ended 30 June 2004. This pro-forma financial information has been prepared forillustrative purposes only and because of its nature may not give a true picture of Cashbuild's financial position and results ofoperations, nor the effect or impact of the transaction going forward. The preparation of the pro-forma financial information is theresponsibility of the directors and in the opinion of PricewaterhouseCoopers Inc. the adjustments are appropriate for the purposes ofthe unaudited financial effects in terms of Section 8.30 of the JSE Listings Requirements.
Before the transaction (cents)
After the transaction
Percentage (decrease)
Shares in issue (millions)

Extracted from the published financial results for the year ended 30 June 2004.
(2) Based on the assumption that the transaction was implemented on 1 July 2003 and that 2 580 535 new shares were issued to theCashbuild Empowerment Trust at the 30 day volume weighted average price of R29.09 from the date of announcement of theapproved transaction on 10 November 2004.
(3) Based on the assumption that the transaction was implemented on 30 June 2004.
  Cashbuild's auditors, PricewaterhouseCoopers Inc. have given their opinion that the Trust shall be consolidated in Cashbuild's groupannual financial statements.
5 Further details
A circular, giving further details, will be posted to shareholders on or about 14 January 2005.

  Johannesburg12 January 2005

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