07 Sept

LISTING OF NIVEUS INVESTMENTS ON THE JSE

HCI shareholders are referred to the announcement dated 30 July 2012 and the abridged pre-listing statement dated 31 August 2012, in connection with the listing of Niveus Investments and the pro-rata offer, by HCI, to holders of ordinary shares in HCI to receive their pro-rata portion of 45% of the shares in Niveus Investments by tendering one HCI ordinary share (“HCI Share”) for repurchase by HCI in exchange for the distribution in specie by HCI of 11.95191 Niveus Investments ordinary shares (“Niveus Investments Shares”) per HCI Share repurchased (collectively the “Pro-rata Repurchase and Distribution”).

In terms of the Pro-rata Repurchase and Distribution, HCI shareholders may elect to tender one HCI Share for every 11.95191 Niveus Investments Shares received, up to 3.07% of their HCI shareholding (“Pro-rata Entitlement”). In addition HCI shareholders may elect to tender such additional HCI Shares in terms of excess applications provided that HCI shall not repurchase more than 3.07% of its entire issued share capital, net of treasury shares (“Excess Applications”). In aggregate, a total of 48 203 589 Niveus Investments Shares are available for distribution.

HCI shareholders are advised of the following:

Important Dates & Times - 2012

Last date to trade HCI Shares in order to be recorded in the HCI Share register on the record date in order to elect to participate in the Pro-rata Repurchase and Distribution on Friday, 7 September

Listing of Niveus Investments Shares on the JSE with effect from the commencement of business under the abbreviated name: Niveus, JSE code: NIV, and ISIN ZAE000169553 on Monday, 10 September

Commencement of trade in Niveus Investments Shares on (HCI shareholders who have elected to participate in the Pro-rata Repurchase and Distribution will be entitled to trade their Pro-rata Entitlement of Niveus Investments Shares) Monday, 10 September

HCI Shares trade excluding the entitlement to the Pro-rata Repurchase and Distribution on Monday, 10 September

Record date to participate in the Pro-rata Repurchase and Distribution being the date on which HCI shareholders must be recorded in the HCI share register in order to elect to participate in the Pro-rata Repurchase and Distribution on Friday, 14 September

Last date on which the HCI shareholders can make an election to participate in the Pro-rata Repurchase and Distribution by 12h00 on Friday, 14 September

Niveus Investments share certificates which shall be distributed in terms of an HCI shareholder’s Pro-rata Entitlement will be posted to certificated HCI shareholders who elected to participate in the Pro-rata Repurchase and Distribution (provided their Form of Election, Surrender and Transfer and documents of title are received on or prior to 12h00 on the record date) on or about Monday, 17 September

Niveus Investments Shares which shall be distributed in terms of an HCI shareholder’s Pro-rata Entitlement, will be credited to the accounts (held at the relevant CSDP or broker) of those dematerialised HCI shareholders who elected to participate in the Pro-rata Repurchase and Distribution (and the relevant number of HCI Shares debited from their accounts) on or about Monday, 17 September

Niveus Investments share certificates which shall be distributed in terms of the Excess Applications will be posted to certificated HCI shareholders who elected to participate in the Pro-rata Repurchase and Distribution (provided their Form of Election, Surrender and Transfer and documents of title are received on or prior to 12h00 on the record date) on or about Wednesday, 19 September

Niveus Investments Shares which shall be distributed in terms of the Excess Applications will be credited to the accounts (held at the relevant CSDP or broker) of those dematerialised HCI shareholders who elected to participate in the Pro-rata Repurchase and Distribution (and the relevant number of HCI Shares debited from their accounts) on or about Wednesday, 19 September

Notes:

1. All dates and times indicated above are South African Standard Times.
2. HCI Shareholders are advised that no dematerialisation or rematerialisation of HCI Shares may take place between Monday, 10 September 2012 and Friday, 14 September 2012, both days inclusive.
3. Dematerialised HCI shareholders are reminded that they must advise their CSDP or broker, in the manner stipulated in the custody agreement governing the relationship between them and their CDSP or broker, as to the number of HCI Shares in respect of which they are electing to participate in the Pro-rata Repurchase and Distribution and the additional HCI Shares they would like to tender in terms of the Excess Applications. The timeframes set out in the custody agreement may differ from the timeframes outlined above, and HCI shareholders should consult their CSDP, broker or other professional adviser if they are uncertain as to what actions to take.

Tax Implications

1. As set out in the HCI circular dated 30 July 2012, HCI shareholders will be liable for securities transfer tax, being 0.25% payable on the value of the Niveus Investments Shares received in terms of the Pro-rata Repurchase and Distribution. Dematerialised HCI shareholders need to liaise with their CSDP or broker to ensure that there is sufficient cash in their accounts to settle the securities transfer tax payable. Certificated HCI shareholders need to provide the transfer secretaries with the necessary amount of cash to settle the securities transfer tax payable.

2. In effect, for every 1,000 HCI Shares held by a HCI shareholder on the record date, the HCI shareholder may tender 31 HCI Shares to be repurchased by HCI in exchange for 371 Niveus Investments Shares to be distributed as a dividend in specie to the HCI shareholder. Considering that Niveus Investments Shares will be distributed at a value of R7.12 per Niveus Investments Share, and in accordance with current tax legislation, an HCI shareholder will have to pay securities transfer tax in order to receive their Pro-rata Entitlement, which in terms of the aforementioned example will be the amount of R6.60 (calculated as 371 x R7.12 x 0.25%).

Cape Town
7 September 2012