ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited

ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited) (Incorporated in the Republic of South Africa) (Registration number 2000/000059/06) (“the company” or “Acc-Ross”) ISIN Code: ZAE 000077335 Share code: ACC

PROSPECTUS

This prospectus has been prepared in terms of the Listings Requirements of the JSE Limited (“the JSE”), relating to a private placing by way of an offer for subscription of 326 000 000 ordinary shares of R0.0001 each in the share capital of Acc-Ross at an issue price of R1.00 per share. In accordance with AltX Listings Requirements, shareholders are advised of the risks of investing in a company listed on AltX and that the JSE does not guarantee the viability or the success of a company listing on AltX. In terms of JSE Listings Requirements a Designated Adviser has to be retained by the company. The Designated Adviser is required to, inter alia, attend all board meetings held by the company to ensure that all JSE Listings Requirements and applicable regulations are complied with, approve the financial director of the company and guide the company in a competent, professional and impartial manner. If the company fails to retain a Designated Adviser it must make arrangement to appoint a new Designated Adviser within 10 business days, failing which the company faces suspension of trading of its securities. If a Designated Adviser is not appointed within 30 days of its suspension, the company faces the termination of its listing without an offer to minorities.

Opening date of the offer at 09h00 Wednesday, 01 February 2006 Closing date of the offer at 12h00 Wednesday, 08 February 2006 Date of listing at 09h00 Monday, 13 February 2006

The directors’ reserve the right to reduce the allocation of applicants on an equitable basis. The shares offered in terms of this prospectus will rank pari passu with the existing ordinary shares in Acc-Ross.

Assuming that the private placement is fully subscribed, at the date of closing of the offer, Acc-Ross’s capital will comprise 2 000 000 000 authorised ordinary shares and 1 091 641 000 issued ordinary shares of R0.0001 each. There is no minimum subscription which needs to be raised by the issue of shares in terms of this prospectus and hence this placement has not been underwritten. The JSE have approved the listing of the above shares, subject to the company achieving the spread of shareholders required in terms of the JSE Listing Requirements relating to AltX.

All the directors of Acc-Ross, whose names are set out herein, collectively and individually, accept full responsibility for the accuracy of the information given in this prospectus and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts.

Each of the auditors, reporting accountants, attorneys, transfer secretaries, commercial bankers and designated adviser have consented in writing to act in the capacity stated and to their names being stated and, where applicable, their reports being included in this document and have not withdrawn their consent prior to the publication of this document.

An English copy of this prospectus, accompanied by the documents referred to under “Registration of Prospectus” in paragraph 13 of this prospectus, was registered by the Registrar of Companies on 30 January 2006 in terms of section 155(1) of the Companies Act, 1973 (Act 61 of 1973), as amended.

Designated Adviser Reporting Accountants Attorneys Arcay Corporate Services Ernst & Young Webber Wentzel Bowens Auditors and Reporting Accountants Stockbrokers Auditors and Reporting Accountants to to Accretio Holdings and Acc-Ross Watermark Securities Gardener Ross ACT Audit Solutions Inc JA Visagie & Co

Date of issue: 31 January 2006

CORPORATE INFORMATION [1(a), 3, 4 and 5]

Directors Secretary and Registered Office

Arthur Buti Mashiatshidi* (Chairman) Arcay Client Support (Proprietary) Limited Johannes Jacobus Verster (Chief Executive Officer) (Registration number 1998/025284/07) Nolene Owen (Financial Director) Arcay House II Khehla Samuel Mthembu* Number 3 Anerley Road Ephraim Matsisele Sono* Parktown, 2193 Nakedi Mathews Phosa* (PO Box 62397, Marshalltown, 2107)

*Non-executive

Designated Adviser Transfer Secretaries

Arcay Corporate Services, a division of Computershare Investor Services 2004 Arcay Client Support (Proprietary) Limited (Proprietary) Limited (Registration number 1998/025284/07) (Registration number 2004/003647/07) Arcay House II Ground Floor Number 3 Anerley Road 70 Marshall Street Parktown, 2193 Johannesburg, 2001 (PO Box 62397, Marshalltown, 2107) (PO Box 61051, Marshalltown, 2107)

Group Bankers Attorneys

Nedbank Limited Webber Wentzel Bowens (Registration number 1951/000009/06) 10 Fricker Road Hillcrest Office Park Illovo Boulevard 665 Duncan Road Johannesburg, 2196 Hillcrest (PO Box 61771, Marshalltown, 2107) Pretoria (PO Box 1506, Brooklyn Square, 0075)

Reporting Accountants Auditors to and Reporting Accountants to Accretio Holdings and Acc-Ross Ernst & Young Wanderers Office Park ACT Audit Solutions Inc. 52 Corlett Drive (Registration number 2001/002949/21) Illovo 899 Pierneef Ave Johannesburg, 2193 Villieria (PO Box 2322, Johannesburg, 2000) Pretoria, 0186 (PO Box 26072, Gezina, 0031)

Auditors and Reporting Accountants to Gardener Ross Stockbroker

JA Visagie & Co Watermark Securities (Proprietary) Limited Chartered Accountants (SA) (Registration number 1999/010690/07) No 1 Oppidraai Office Park Suite 1 862 Wapadrand Street, 5 Fricker Road Wapadrand Illovo Boulevard Pretoria Johannesburg, 2196 (PO Box 123, Wapadrand, 0050) (PO Box 413407, Craighall Park, 2024)

CONTENTS

Page Corporate information 1 Definitions 3 Salient features 6 Salient dates 7 Prospectus 1 Introduction 8 2 Purpose of the offer [7] 8 3 Background, incorporation and nature of business [1(a), 6(a)(i), 6(a)(iv), 6(b), 6(d), 6(e)(i) and 6(i)] 9 4 Major shareholders 15 5 Directors and senior management [2(a), 2(b), 2(c), 2(e) and 17(a)] 16 6 Profit history, profit forecasts and dividend policy [6(f)(i), 25(1), 25(3), 25(4), 29 and 30] 20 7 Assets, liabilities and other financial information [6(c), 6(e)(i), 9(a), 11, 22 and 31] 23 8 Share capital [6(a)(ii), 8(a), 8(c), 10 and 20(a)] 26 9 Particulars of the offer [18(a), 19 and 23] 28 10 Expenses [15] 31 11 Material contracts and other matters [13, 16(a) and 16(b)] 31 12 Litigation statement 32 13 Registration of prospectus 32 14 Directors’ responsibility statement 32 15 Documents for inspection [16] 33 16 Paragraphs of Schedule 3 to the Act that are not applicable [50] 33

Annexures 1A Independent reporting accountant’s report on the historical financial information of Acc-Ross 34 Holdings Limited 1B Review report on the historical financial information of Acc-Ross Holdings Limited 36 2 Historical financial information of Acc-Ross Holding Limited 37 3 Independent reporting accountant’s assurance report on the pro forma financial information of Acc- 48 Ross Holdings Limited 4 Pro forma financial information 49 5A Independent reporting accountant’s report on the historical financial information of Gardener Ross 51 Holdings Limited [6(f)(ii), 25(1), 25(3), 25(4), 29 and 30] 5B Review report on the historical financial information of Gardener Ross Holdings Limited [6(f)(ii), 52 25(1), 25(3), 25(4), 29 and 30] 6 Historical financial information on Gardener Ross Holdings Limited 53 7 Independent reporting accountant’s report on the profit forecasts of Acc-Ross Holdings Limited 60 8A Profit forecast on Acc-Ross assuming the private placing is fully subscribed 62 8B Profit forecast on Acc-Ross Holdings Limited assuming no capital is raised 63 9 Alterations to share capital and premium on shares 64 10 Details of immovable property owned and leased from third parties 65 11 Other directorships held by directors of Acc-Ross Holdings Limited 66 12 Details of special resolutions 68 13 Code of corporate practice and conduct 69 14 Material borrowings and inter-company loans 72 15 Subsidiary companies 73 16 Extracts from the Articles of Association [2(b), 2(c) and 2(e)] 74 17 Extract from property valuation report on Golf and Country Estate 76 18 Extract from property valuation report on Lizard Point 83 19 Abridged property valuation reports on acquisition properties 92 20 Project funding in event of no capital raising 140

Application form Attached

DEFINITIONS

In this document and the appendices hereto, unless a contrary intention clearly appears, words importing the singular include the plural and vice versa, any one gender includes the other genders, natural persons include juristic persons and vice versa and the following terms bear the meanings assigned to them below:

“the Act” the Companies Act, 1973 (Act 61 of 1973), as amended;

“Acc-Ross” or “the company” Acc-Ross Holdings Limited (Registration number 2000/000059/06), formerly Le-Sel Holdings Limited, incorporated on 14 January 2000 and having its registered address at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg;

“Accretio Holdings” Accretio Holdings (Proprietary) Limited (Registration number 2004/015248/07), a wholly owned subsidiary of Acc-Ross;

“AltX” the Alternative Exchange of the JSE;

“APD” Accretio Property Development (Proprietary) Limited (Registration number 2004/000140/07), a wholly owned subsidiary of Accretio Holdings;

“APD vendors” Noble House Trust (IT number 2697/01), with the controlling trustee being Arthur Buti Mashiatshidi, identity number 600615 6009 087, Raymond Lewis Wicksell, identity number 560411 5811 188, Andre Wiese, identity number 630227 5232 084 and Pepi Project Investments (Pty) Ltd (Registration number 2005/004979/07) collectively selling a 30% stake in APD;

“Arcay” Arcay Corporate Services, a division of Arcay Client Support (Proprietary) Limited (Registration number 1998/025284/07), a private company incorporated in accordance with the laws of South Africa and designated adviser to the company;

“broker” any person registered as a “broking member (equities)” in terms of the Rules of the JSE made in accordance with the provisions of The Securities Services Act, 2004 (Act 36 of 2004);

“business day” any day other than a Saturday, Sunday or a public holiday in South Africa;

“Chestnut Hill” Chestnut Hill Investments 111 (Proprietary) Limited (Registration number 2004/015343/07), having a 100% interest in Welvergenoegd, of which 100% of the shareholding has been purchased by Gardener Ross for R20 million, as well as the assumption of total liabilities of R28 million, on 15 August 2005, which liabilities will be settled from the proceeds of the placement, failing which, the agreement may lapse;

“Chestnut Hill vendors” the vendors of Chestnut Hill being GRIF (represented by AJ van der Heever as a director), which shares are held by Gardener Ross Trust, owning 50% and Golden Oak Corporate Advisors (Proprietary) Limited, with its shares held by Living Legacy Trust;

“Class A” Class A Trading 786 (Proprietary) Limited (Registration number 2003/020749/07);

“common monetary area” South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho;

“Comuine Golf Estate” or Comuine Golf Estate Limitada, a commercial company by quotas, incorporated under the laws “Comuine” of Mozambique, registered with the Companies Registrar Office of Maputo under the number 17129, at pages 21 of the book C-42, which will develop the Comuine Coastal Resort in Vilanculos, Mozambique;

“Comuine vendors” Peel, Douw Gebrand van der Merwe, identity number 531107 5019 089, and Orlando Marcal, identity number 530707 5199 089;

“CSDP” Central Securities Depository Participant, as defined in the Security Services Act, 2004 (Act 36 of 2004);

“the Debentures” twenty nine debentures in Golf and Country Estate, owned as an asset by Gardener Ross, which represent twenty nine fairway stands in Phase 1 of Golf and Country Estate (already proclaimed) or are repayable by Golf and Country Estate at R625 000 per debenture, and which debentures do not bear interest;

“directors” or “directors of Acc- members of the board of directors of Acc-Ross at the date of this prospectus; Ross”

“Eagle Creek” Eagle Creek Investments 257 (Proprietary) Limited, (Registration number 2004/026868/07), which owns a 60% shareholding in Zeranza, with Wessel Kriek and Deon Winterbach holding an equal portion of the remaining 40% shareholding, 100% of which shareholding in Eagle Creek has been purchased by Gardener Ross for R15 million on 15 August 2005, which liability will be settled from the proceeds of the placement, failing which, the agreement may lapse;

“Eagle Creek vendors” the vendors of Eagle Creek being GRIF (represented by AJ van der Heever as a director), which shares are held by Gardener Ross Trust, owning 34%, Norman Colin Bosman, identity number 501114 5054 005 owning 33% and Viking Pony Properties 180 (Proprietary) Limited with its shares held by Living Legacy Trust ;

“ECI” Eagle Creek Investments 74 (Proprietary) Limited, (Registration number 2004/003636/07), in which the Lizard Point development is being undertaken;

“FSB” Financial Services Board;

“Gardener Ross” Gardener Ross Holdings Limited (Registration number 2004/008009/06), a wholly owned subsidiary of Acc-Ross and the controlling shareholder of Golf and Country Estate;

“Gardener Ross Preference 68 802 398 Gardener Ross redeemable cumulative preference shares bearing a coupon rate of Shares” 18.75% per annum;

“Golf and Country Estate” Gardener Ross Golf and Country Estate (Proprietary) Limited (Registration number 2002/015673/07), a subsidiary of Gardener Ross which owns 90% of its issued share capital;

“GRE” GR Equity (Proprietary) Limited, (Registration number 2001/016734/07), in which the Blue Horizon Bay development is being undertaken;

“GRIF” Gardener Ross International Finance (Proprietary) Limited, (Registration number 1999/10605/07), the former shareholder of 50% of Golf and Country Estate;

“independent reporting Ernst & Young, Chartered Accountants South Africa, Registered Accountants and Auditors, for accountants” Acc-Ross, ACT Audit Solutions Inc, Chartered Accountants South Africa, registered Accountants and Auditors, for Accretio Holdings and JA Visagie & Co, Chartered Accountants South Africa, registered Accountants and Auditors, for Gardener Ross;

“Jansk” Jansk International Limited (Registration number 427951), a public company incorporated under the British Virgin Islands International Business Companies Act and the former 100% shareholder of Gardener Ross, with JF de Beer as authorised representative;

“the JCM Trust” the JCM Trust (Registration number IT7987/98), the family trust of JF de Beer;

“JF de Beer” Mr Jacobus Frederick de Beer, Identity Number 701219 5083 082, a former director of Acc- Ross and the authorised representative of Jansk under a general power of attorney issued by B.M.H. Management SA (Certificate Number 314031), registered address at Vanterpool Plaza, 2nd Floor, Wickhams Cay I, Road Town, Tortola, The British Virgin Islands;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company incorporated in South Africa and a licensed stock exchange in accordance with the Securities Services Act, No. 36 of 2004;

“last practicable date” the last practicable date prior to the finalisation of this prospectus, being Monday, 23 January 2006;

“Nondela” Nondela, being the golf and residential estate to be developed by Nondela Drakensburg Mountain Estate (Proprietary) Limited (Registration number 2001/009112/07), in which company Gardener Ross has purchased a 10% shareholding for a purchase consideration of R4 million from the Nondela vendor;

“Nondela vendor” the vendor of 10% of Nondela, namely Cannistraro Investments 165 (Proprietary) Limited (Registration number 2005/019119/07), ultimately owned by Els International Industries (Registration number 2002/205010/07) and African Collection Safaris CC (Registration number 1999/026689/23);

“Northern Jungle” Northern Jungle Trading 17 (Proprietary) Limited, (Registration number 2005/024655/07), in which The Ponds development is being undertaken;

“the offer” the offer for subscription of up to 326 000 000 ordinary shares in the company at a subscription price of R1.00 each, representing a premium of 99.9999 cents per share, by way of a private placement in terms of this prospectus;

“participants” select black economic empowerment partners and corporate investors, Gardener Ross preference shareholders, existing investors of Jansk, Accretio Holdings and Gardener Ross professional teams and associates of the above mentioned parties;

“Peel” Robert Randall Peel, identity number 651229 5146 086;

“Peel Pickering” Peel, Pickering and Associates (Proprietary) Limited, (Registration number 1993/005722/07);

“Peel Pickering vendors” Peel and Kevin Pickering, Identity number 680212 5075 088, selling 50% of Peel Pickering;

“this prospectus” all documents contained within and forming part of this bound document;

“recognised financial institution” a practising member of the JSE, a registered insurance company, a registered portfolio manager, a registered designated adviser, a registered sponsor or a registered bank;

“Redlex” Redlex 89 (Proprietary) Limited, (Registration number 2004/006269/07), in which the Brooklyn Stone development is being undertaken;

“ROD” Record of Decision, being the initial permission granted by the requisite authority in South Africa to indicate the nature of rights allowed for development of a project;

“SARB” the South African Reserve Bank;

“SENS” Securities Exchange News Service;

“Seven Seasons” Seven Seasons Trading 60 (Proprietary) Limited, (Registration number 2004/002742/07), in which the Royal Palms development is being undertaken;

“shares” or “ordinary shares” ordinary shares with a par value of R0.0001 each in the share capital of Acc-Ross;

“shareholders” holders of ordinary shares in Acc-Ross;

“Smilin’ Thru” Smilin’ Thru Chalets (Proprietary) Limited, (Registration number 1968/013737/07), the joint venture partner in the Rock Ridge development;

“South Africa” or “the Republic” the Republic of South Africa;

“the SRP” the Securities Regulation Panel, established in terms of section 440B of the Act;

“Tauve” Tauve Developments (Proprietary) Limited, (Registration number 2003/028072/07), a subsidiary of Accretio Holdings, which shareholding will increase, through the capital raised per this prospectus, from 50% to 100%;

“Tauve vendor” Michael Taute, identity number 710914 5085 082, selling 50% of Tauve;

“transfer secretaries” the transfer secretaries of Acc-Ross, being Computershare Investor Services 2004 (Proprietary) Limited;

“VAT” Value Added Tax as defined in the Value Added Tax Act, 89 of 1991, as amended;

“Welvergenoegd” the land earmarked for a signature Residential Golf Estate development on the farm Welvergenoegd in Durbanville, Cape Town, owned by Chestnut Hill;

“Whistler Trust” Whistler Trust (Registration number IT 11471/05), the family trust of Mr Cornelius Petrus Pretorius, identity number 640829 5121 080, a former director of Acc-Ross; and

“Zeranza” Zeranza 50 (Proprietary) Limited, (Registration number 2005/002496/07), a subsidiary of Eagle Creek and a company with the exclusive rights to develop all 164 cluster stands in Golf and Country Estate at fixed predetermined prices and develop and sell these cluster development units.

SALIENT FEATURES

Introduction

This prospectus relates to an offer for subscription by way of a private placement of 326 000 000 ordinary shares of R0.0001 each in the share capital of Acc-Ross at an issue price of R1.00 per share. This prospectus is issued in terms of the Act. The relevant number of each applicable paragraph to Schedule 3 to the Act is given in parentheses after the appropriate paragraph heading of this prospectus.

Purpose of the offer [7]

In terms of the placement, investors will be offered the opportunity to subscribe for ordinary shares.

The purpose of the offer is to:

1. raise the necessary acquisition funding, totalling R104,2 million, to finance the company’s:

• acquisition of 100% of the issued share capital of Eagle Creek from the Eagle Creek vendors for R15 million, which owns 60% of Zeranza; • acquisition of 100% of the issued share capital of Chestnut Hill from the Chestnut Hill vendors and settlement of liabilities for R48 million; • acquisition of 21 smallholdings in the Muldersdrift area from a variety of independent land owners at prices ranging from R1 million to R4 million, totalling a combined consideration of R41,2 million, in order to facilitate The Ponds development;

2. raise the necessary funding, totalling R34,5 million, in order to facilitate the settlement of outstanding liabilities in respect of the purchase of:

• a 50% shareholding in Golf and Country Estate from GRIF for R20 million; • a 10% shareholding in Nondela from the Nondela vendors for R4 million; • an additional 50% shareholding in Tauve from the Tauve vendor for R6,5 million; • a 25% shareholding in Peel Pickering from the Peel Pickering vendors for R4 million;

3. raise the necessary development finance of R40 million to facilitate the development of the land at the Rock Ridge development on a 50/50 joint venture and pro rata profit share basis with Smilin’ Thru, and securing 55 exclusive use stands in the development for sale and/or development by APD;

4. raise the necessary funding to facilitate the payment of professional fees and development of the golf course component and bulk infrastructure at the Comuine Golf Estate development in an amount of R20 million;

5. provide the group with additional funding of R45,3 million to enable it to maximise investment opportunities and to provide ongoing working capital requirements of approximately R20 million over the next 18 months;

6. redemption of the Gardener Ross Preference Shares, cumulative of dividend to 28 February 2006, for the amount of approximately R82 million;

7. afford selected participants the opportunity to potentially participate directly in the equity and future growth of Acc-Ross.

Should the full placement of shares in terms of this prospectus not occur, the directors of Acc-Ross will utilise funds raised by prioritising the projects which require funding as follows:

• redemption of the Gardener Ross Preference Shares, cumulative of dividend to 28 February 2006, for the amount of approximately R82 million, then • acquiring a 50% shareholding in Golf and Country Estate from GRIF for R20 million, then • acquiring a 50% shareholding in Tauve from the Tauve vendor for R6,5 million, then • acquiring the numerous stands in the Muldersdrift area from a variety of independent land owners for a combined consideration of R41,2 million, in order to facilitate The Ponds development, then • acquiring 100% of the issued share capital of Chestnut Hill from the Chestnut Hill vendors for R20 million, then • acquiring a 10% shareholding in Nondela from the Nondela vendors for R4 million, then • raise the necessary funding to facilitate the payment of professional fees and development of the golf course component and bulk infrastructure at the Comuine Golf Estate development in an amount of R20 million, then 6 • raise the necessary development finance of R40 million to facilitate the development of the land at the Rock Ridge development on a 50/50 joint venture and pro rata profit share basis with Smilin’ Thru, and securing 55 exclusive use stands in the development for sale and/or development by APD, then • acquiring 100% of the issued share capital of Eagle Creek from the Eagle Creek vendors for R15 million, which owns 60% of Zeranza, then • acquiring a 25% shareholding in Peel Pickering from the Peel Pickering vendors for R4 million, then • provide the group with additional funding of R45,3 million to enable it to maximise investment opportunities and to provide ongoing working capital requirements; and • settling the outstanding liabilities within Chestnut Hill for R28 million.

In the event that funding is not raised in terms of this prospectus, certain of the projects will be delayed and alternative funding will need to be secured for these projects. Certain liabilities, such as the liability of R20 million incurred following the acquisition of the 50% shareholding in Golf and Country Estate from GRIF, which, should it not be met through funds raised by the private placement in terms of this prospectus, will be settled by Gardener Ross through the sale of the Debentures.

All the above projects, for which capital is to be raised in terms of this prospectus, do not form part of the historical financial information of Acc-Ross as set out in Annexure 2, with the exception of the acquisition of 50% of Golf and Country Estate.

The forecasts of Acc-Ross incorporate the following projects:

• 90% of Golf and Country Estate; • 100% of ECI, in which Phase 1 of Lizard Point is being developed; • 100% of Eagle Creek, owning 60% of Zeranza; • 100% of Comuine, comprising Phase 1 at Vilanculos; • 100% of Northern Jungle, comprising The Ponds development; • 50% of Rock Ridge, Phase 1; • 80% of GR Equity, in which Blue Horizon Bay is being developed; • 100% of Tauve, which owns: o 85% of Seven Seasons, in which Royal Palms is being developed, and o 100% of Redlex, in which Brooklyn Stone is being developed.

COPIES OF THIS DOCUMENT

Copies of this document will be available for inspection at the registered and business offices of the company during normal business hours from Wednesday, 01 February 2006 up to and including Monday, 13 February 2006.

FINANCIAL EFFECTS AND PROFIT FORECAST

The financial effects of and profit forecasts in respect of this offer are detailed in this prospectus.

SALIENT DATES AND TIMES

2006 Offer opens at 09h00 Wednesday, 01 February

Offer closes at 12h00 (see notes below) Wednesday, 08 February

Listing of new securities at commencement of business Monday, 13 February

Refund cheques posted to shareholders who applied for share certificates (dematerialised shareholders will not get refunds as payment is only made on delivery versus payment method) Tuesday, 14 February Notes: 1. The dates and times provided for in this prospectus are subject to amendment. Any such amendment will be published on SENS. 2. Dematerialised shareholders are required to advise their CSDP or broker in the manner and by the cut-off time stipulated by their CSDP or broker in terms of their agreement with their CSDP or broker, which can be up to 48 hours earlier than stipulated above.

7 ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited) (Incorporated in the Republic of South Africa) (Registration number 2000/000059/06) (“the company” or “Acc-Ross”) ISIN Code: ZAE 000077335 Share code: ACC

PROSPECTUS

1. Introduction

This prospectus relates to an offer for subscription by way of a private placement of 326 000 000 ordinary shares of R0.0001 cent each in the share capital of Acc-Ross at an issue price of R1.00 per share. This prospectus is issued in terms of the Act. The relevant number of each applicable paragraph to Schedule 3 to the Act is given in parentheses after the appropriate paragraph heading of this prospectus.

2. Purpose of the offer [7]

In terms of the placement, investors will be offered the opportunity to subscribe for ordinary shares. Acc-Ross will, in terms of this prospectus, raise R326 million through the issue and placement of 326 000 000 new shares in Acc-Ross, which capital will be utilised as set out below.

Upon full subscription in terms of this prospectus, the issued share capital of the company will comprise 1 091 641 000 issued ordinary shares of R0.0001 each.

The purpose of the offer is to:

2.1 raise the necessary acquisition funding of R104.2 million to finance the company’s:

2.2 raise the necessary funding in order to facilitate the settlement of outstanding liabilities in respect of the purchase of:

2.3 raise the necessary development finance of R40 million to facilitate the development of the land at the Rock Ridge development on a 50/50 joint venture and pro rata profit share basis with Smilin’ Thru, and securing 55 exclusive use stands in the development for sale and/or development by APD;

2.4 raise the necessary funding to facilitate the payment of professional fees and development of the golf course component and bulk infrastructure at the Comuine Golf Estate development in an amount of R20 million;

2.5 provide the group with additional funding of R45,3 million to enable it to maximise investment opportunities and to provide ongoing working capital requirements;

2.6 facilitate the redemption of the Gardener Ross Preference Shares, cumulative of dividend to 28 February 2006, for the amount of approximately R82 million;

2.7 afford selected participants the opportunity to potentially participate directly in the equity and future growth of Acc-Ross.

8 Should the full placement of shares in terms of this prospectus not occur, the directors of Acc-Ross will utilise funds raised by prioritising the projects which require funding as follows:

• redemption of the Gardener Ross Preference Shares cumulative of dividend to 28 February 2006 for the amount of approximately R82 million, then • acquiring a 50% shareholding in Golf and Country Estate from GRIF for R20 million, then • acquiring a 50% shareholding in Tauve from the Tauve vendor for R6,5 million, then • acquiring the numerous stands in the Muldersdrift area from a variety of independent land owners for a combined consideration of R41,2 million, in order to facilitate The Ponds development, then • acquiring 100% of the issued share capital of Chestnut Hill from the Chestnut Hill vendors for R20 million, then • acquiring a 10% shareholding in Nondela from the Nondela vendors for R4 million, then • raise the necessary funding to facilitate the payment of professional fees and development of the golf course component and bulk infrastructure at the Comuine Golf Estate development in an amount of R20 million, then • raise the necessary development finance of R40 million to facilitate the development of the land at the Rock Ridge development on a 50/50 joint venture and pro rata profit share basis with Smilin’ Thru, and securing 55 exclusive use stands in the development for sale and/or development by APD, then • acquiring 100% of the issued share capital of Eagle Creek from the Eagle Creek vendors for R15 million, which owns 60% of Zeranza, then • acquiring a 25% shareholding in Peel Pickering from the Peel Pickering vendors for R4 million, then • provide the group with additional funding of R45,3 million to enable it to maximise investment opportunities and to provide ongoing working capital requirements; and • settling the outstanding liabilities within Chestnut Hill for R28 million.

The forecasts of Acc-Ross incorporate the following projects:

3. Background, incorporation and nature of business [1(a), 6(a)(i), 6(a)(iv), 6(b), 6(d), 6(e)(i), 6(h)(ii) and 6(i), 13.3]

Acc-Ross was registered and incorporated as a private company in the Republic of South Africa on 14 January 2000 under the name Arcfin Trading 45 (Proprietary) Limited. The company changed its name to Le-Sel Holdings Limited and was converted to a public company on 04 October 2000. The company then changed its name to Acc- Ross Holdings Limited on 16 November 2005. Being a shelf company, the company was dormant and conducted no business from incorporation until control was acquired by the shareholders of Accretio Holdings in February 2005. The company previously had no subsidiaries but acquired Accretio Holdings on 28 February 2005.

The company first entered into negotiations to acquire Gardener Ross during March 2005, which agreement was signed on 15 August 2005 and effected on 31 August 2005.

9 An organogram reflecting Acc-Ross, incorporating existing Accretio Holdings and Gardener Ross projects, which projects are not dependant on capital raised in terms of this prospectus and which form the basis of the historical reports and forecast as set out herein, is set out below:

Accretio Holdings

Accretio Holdings’ assets constitute 100% of APD. The assets of APD will, assuming that Acc-Ross raises the full R326 000 000 in terms of this prospectus, comprise:

• 100% of the shareholding in ECI, which will develop the Lizard Point Resort Development; • 100% of the shareholding in Tauve which in turn owns 100% of the shareholding in Redlex, which will develop Brooklyn Stone, and which further owns 85% of the shareholding in Seven Seasons, which will develop Royal Palms; • 100% of the shareholding in Northern Jungle, which will develop The Ponds; • 80% of the shareholding in GRE, which will develop Blue Horizon Bay; • 50% of Rock Ridge Resort through a joint venture with Smilin’ Thru; • 100% of the shareholding in Comuine Golf Estate, which will develop the Comuine Coastal Resort.

A post-private placement organogram of Accretio Holdings and its investments, assuming that Acc-Ross raises the full R326 million in terms of this prospectus, is set out below:

Lizard Point (Phase 1 of existing project included in the projections)

APD owns 100% of the shareholding in ECI which will develop the Lizard Point Resort Development, estimated by directors to be a R4,5 billion development over 8 years. The land was acquired in 2004 for a purchase consideration of R11,5 million, which has been settled in full. All professional fees have been carried by the company to date through funds raised from the sale of debentures. Lizard Point is a 700 hectare resort development situated at the mouth of the Wilge river and on the banks of the Vaal Dam next to Orangeville, Free State Province and currently has a land value of R170 million, with phase 1 of the project to be funded by Imperial Bank Limited. Accordingly, the project does not require funds raised from the listing.

The project achieved its ROD from the environment authorities on 01 November 2005 and APD began with detailed design of the Lizard Point Resort Development in November 2005 and is planning to break ground in 10 February 2006. The first phase of the development comprises an 18 hole championship links golf course which will be co-designed by Retief Goosen and DDV Design Group, with 513 Residential One, freehold stands and 135 cluster units. Phase 1 was officially launched in August 2005 and, as at the last practicable date, pre-sales of stands to the value of R80 million had been achieved. Phase 1 has been included in the profit forecast for the year ending 28 February 2007.

Phases 2 and 3 comprise the development of residential units and the waterfront area, which consists of a commercial hotel, retail restaurants, cinemas, entertainment and the boutique hotel and timeshare component.

The 4th phase will comprise a second 18 hole signature parklands golf course with 315 Residential One, freehold stands and 621 Residential Two sites. Other products in the development include boat storage and launching facilities, the golf driving range, tennis courts, the 2 club houses for the golf courses and the island with the resort pools and sundowner bars.

An independent valuation of R50 million has been obtained on Phase 1 of Lizard Point, a summary of which is attached as Annexure 18.

Brooklyn Stone (existing project included in the projections)

APD owns 100% of the shareholding in Tauve which in turn owns 100% of the shareholding in Redlex, which will develop Brooklyn Stone Luxury Apartments, the first ultra luxury apartment development in the exclusive suburb of Brooklyn, Pretoria. The development comprises up to 40 units, all of which have been pre-sold at the initial launch of the developments. Pre-sales amounted to approximately R120 million. The land was acquired for a purchase consideration of R6,5 million, which has been settled in full. A third party-funder, namely Pieter Venter, has a 30% profit share in the project’s net profit after tax, which has been factored into the projections.

The development is to be fully financed by either Imperial Bank Limited or Investec Bank Limited depending on commercial terms which are currently under negotiation and expected to be finalised in January 2006 and, accordingly, does not require funding from the proceeds of the offer. Construction is set to commence at the beginning of 2006. The project is expected to be completed by December 2006.

Royal Palms (existing project included in the projections)

APD owns 100% of the shareholding in Tauve which in turn owns 85% of the shareholding in Seven Seasons, which will develop Royal Palms, located in Plettenberg Bay, with uninterrupted views over Plettenberg Bay and Keurbooms. Phase 1 of the development comprises 17 upmarket residential stands, as well as the original estate Manor House, recently valued at R15 million. It is planned that the Manor House will be converted into a boutique hotel and wellness centre.

Phase 2 of the development will comprise of a further 14 proposed residential stands.

The land was acquired for a purchase consideration of R12,5 million, for which guarantees had been provided. The transfer of the land is in process. All professional fees have been carried by the company to date through own funding. The development is to be funded by Investec Bank Limited, with funding already approved and documentation lodged with attorneys, and the development is expected to commence during January 2006, with finalisation of Phase 1 in November 2006 and Phase 2 during 2007. Accordingly, the project does not require funds raised from the listing.

The Ponds (planned project, forming part of the projections)

APD owns 100% of the shareholding in Northern Jungle, which will develop The Ponds Lifestyle Estate, through the acquisition of a number of individual stands from independent land owners, subject to the funds being raised in terms of this prospectus. The Ponds is a residential golf estate in Muldersdrift on the West Rand, comprising 900 Residential One stands and 350 Residential Two stands. The project is in the middle of a development corridor, identified by the Moghale local municipality, and is well located in an area experiencing very high growth and demand for residential property of the nature being offered by the Ponds. Negotiations have been finalised with all individual landowners, the project planned for more than two years and all the relevant design and specialist studies have been completed. The estate incorporates a proposed golf course to be designed by DDV Design Group. The residential component and golf course is approximately 179 hectares.

The Ponds also comprises a private school and a convenience shopping area. The Environmental Impact Assessment has been completed and submitted for approval. It is anticipated that the Development Framework Application will be brought and heard in February/March 2006 in order to secure the appropriate rights to the development.

11 Capital raised from the listing will be utilised to pay for the land, with transfer expected at the end of February 2006. Subject to payment for the land, Accretio Holdings will begin development in May 2006. A suitable financier to the project will be identified once the development rights have been formally granted. In the event that funds are not raised in terms of this private placement, banks will be approached to secure the necessary acquisition finance. A non-refundable deposit of R480 000 has been paid in relation to this project.

Blue Horizon Bay (existing project, forming part of the projections)

APD owns 80% of the shareholding in GRE, which will develop Blue Horizon Bay Eco Estate, on a near pristine stretch of land, in order to create an environmental friendly, upmarket estate that will protect and reinstate the natural environment on a sustainable basis. The property of 76 hectares is located in an extremely sought-after area of coastal land, between Port Elizabeth and Jeffreys Bay.

Being a very low density development, less than 150 homes will be accommodated on the land, leaving ample open space to allow small game to roam freely. The development brief is to retain and enhance as much of the natural environment as possible. The roads, other infrastructure finishes and architectural themes will be selected to take a secondary role to the natural environment. No internal fences or plot boundary walls will be allowed. The majority of the homes that will be built will have uninterrupted ocean views.

Blue Horizon Bay Eco-Estate is one of the first estates of its kind in the area, potentially setting the standard for other eco-estates to follow. Every possible precaution will be taken during the design and development of the project to minimise negative environmental impact. Comprehensive studies of the existing flora and fauna, the soil conditions and land use have been done and will continue to play a critical role in the development.

Planned community facilities include a clubhouse with swimming pool, tennis courts and a “Village Green” area for sporting activities. The scope of works for the development includes 95 single or double storey houses on freehold stands and some areas as Sectional Title, appropriate architectural theme, secure boundary fence and gatehouse, internal roads and footpaths, common facilities including clubhouse, village green, sports fields, and staff accommodation. It is the intention to introduce suitable small game to roam through the estate. Dams, bird viewing hides and coastal view points will also be created, and all alien invader species will be removed.

The land was purchased for R550 000 three years ago and transfer has been effected. The Environmental Impact Assessment has been prepared and submitted for approval. The township application is in the process of formulation. Twelve months have been estimated for the construction of the development infrastructure, currently planned to commence during May 2006.

No funding is being raised for this project from the private placement and banks will be approached to finance the project in the normal manner once ROD has been received.

Rock Ridge Resort (existing project forming part of the projections)

APD owns a 50% stake in Rock Ridge Golf and Fly-fishing Resort through a joint venture agreement with Smilin’ Thru. Rock Ridge is being developed on a lush and hilly terrain, not far from Parys on the banks of the Vaal River, just over an hour’s drive from Johannesburg.

The developers want to bring to South Africa, and in particular the residents of Johannesburg and Pretoria and their surrounding areas, a unique and exclusive world class, self contained, eco-friendly resort providing golf, fly fishing, sports and other recreational facilities, and a proposed health spa and hotel. All the necessary development rights have been secured for the residential and fractional ownership component of the development, as well as the construction of a golf course. The hotel and wellness centre, with complimentary resort facilities, are planned in phase 2. Phase 3 will comprise a game reserve area of approximately 1 000 hectares with corporate lodges.

The project is located on the Vaal River, with close proximity to Gauteng. There will be 315 stands, with an experienced team of professional consultants managing the development.

The scope of works for Phase 1 of the development includes an 18 hole championship golf course designed to United States Golf Association (“USGA”) specifications, a clubhouse with conferencing and banquet facilities and a pro-shop, all with views over the golf course to the surrounding mountain ranges, a sports centre, incorporating a squash court, two tennis course, bowls and a swimming pool, entrance gatehouse and workshop facility for estate and golf course maintenance, extensive water features and general estate landscaping and the infrastructure for 315 residential stands and construction of the perimeter boundary walling.

The project duration will cover an estimated 18 months, culminating in the opening of the Golf Course in 2007. Should insufficient funds be raised for this project as part of the offer, then banks will be approached in the normal manner to fund the project. 12 Comuine Coastal Resort, Vilanculos, Mozambique (existing project forming part of the projections)

APD owns 100% of the shareholding in Comuine Golf Estate, which will develop the Comuine Coastal Resort in Vilanculos, Mozambique. The Comuine Coastal Resort is located approximately 700 kilometres north of Maputo on the coast, opposite Bazaruto Island and 10 kilometres from the Vilanculos international airport. The resort will incorporate a golf course designed by Retief Goosen in association with DDV Design Group and will comprise 415 residential and fractional ownership units with an additional 125 timeshare opportunities, all integrated into the natural bush and having access to the Resort’s 1.6 kilometres of unspoiled white beaches lined with natural growing palm trees.

The resort will also incorporate a number of dam facilities on the golf course, the golf course clubhouse and halfway house, provisions for boat storage, a world class hotel and wellness centre, workshop facilities and a driving range, jetties for boat launching and yacht docking, beachfront restaurants and a scuba diving centre, entrance parking and local community and cultural villages.

The property earmarked for the development has been secured through the relevant authorities in Mozambique and all the required development rights have been obtained. All necessary approvals from the South African Exchange Control authorities have been obtained, with the project being approved for Foreign Direct Investment. Negotiations are far advanced for securing casino rights to the resorts. It is the intention to try to introduce dedicated flights to the resort from Lanseria Airport, on a daily basis, once the development is complete. Negotiations have commenced with international cruise liners to incorporate Comuine Resort in their travel packages as a stopover destination.

The land was acquired in terms of a 99 year lease and there is therefore no purchase consideration. All professional fees have been carried by the company to date through own funding. The capital raised from the listing will be used toward continuing professional fees, design fees, construction of the golf course and bringing essential bulk services to the development site. The Industrial Development Corporation has been approached to provide financing for the hotel and leisure component of the development and it is hoped to have negotiations completed by end of January 2006. Marketing of the Comuine Resort will commence in December 2005. In the event that the company does not raise sufficient capital from the offer for funding of its initial phase, this phase and the remainder of the project will be funded through normal bank funding.

Complementary future business opportunities

Although in their infancy, Accretio Holdings has established various companies to complement the property development business of Acc-Ross. These businesses include bond origination, property broking, acquiring equity stakes through an empowered joint venture in hotel and leisure developments and acquiring stands in Accretio Holding’s own developments. It is envisaged that these businesses will develop as the individual property development projects reach finality. These businesses are not included in the forecasts in terms of this prospectus nor do these businesses require any direct or indirect funding from Accretio Holdings or Acc-Ross.

Gardener Ross

Following negotiations which commenced in March 2005, Gardener Ross was acquired by Acc-Ross from Jansk on 31 August 2005, for a purchase consideration of R162,5 million, which was settled by the issue of 260 000 000 new shares in Acc-Ross at 62,5 cents per share. Gardener Ross, which previously held a 40% direct shareholding in Golf and Country Estate, has acquired an additional 50% held by GRIF for a purchase consideration of R20 million, payable through either funds raised from the placement of shares in terms of this prospectus or from proceeds realised from the sale of the Debentures.

Gardener Ross holds, assuming that Acc-Ross raises the full R326 million in terms of this prospectus, the following investments:

• 90% of the shareholding in Golf and Country Estate; • the Debentures, • 10% in Nondela, • 100% of the shareholding in Eagle Creek; and • 100% of the shareholding in Chestnut Hill, which will develop Welvergenoegd;

An organogram depicting Gardener Ross and its investments, assuming that Acc-Ross raises the full R326 million in terms of this prospectus, is set out below:

Golf and Country Estate (existing project included in the projections)

Golf and Country Estate comprises an Ernie Els signature golf course and a housing development comprising 1 153 full title stands, situated in Centurion, Gauteng. The land was acquired in 2003 for a purchase consideration of R12 million. The individual stands are to be sold, whilst the golf course, clubhouse and all other developments will remain the property of Golf and Country Estate.

Golf and Country Estate has already pre-sold Phase 1 in its entirety, amounting to pre-sales of approximately R157 million after elimination of sales to Zeranza, for which 10% deposits and finance approvals have been received. Phase 1 was proclaimed in September 2005 and transfer of the stands commenced in October 2005, which will convert the pre-sales to recognised turnover for the year ending 28 February 2006.

Phase 2 sales are in progress and approximately 80% of the stands have been sold as at the last practicable date. Proclamation and transfer is expected during the course of 2006. Pre-sales for Phase 3 will be launched before the end of the year, with proclamation expected towards the end of 2006 and transfer in early 2007.

Golf and Country Estate, per its projected budgets, projects a total profit after tax from the entire development upon sale of all stands, of approximately R200 million.

Golf and Country Estate is fully financed by Investec Bank Limited, which has provided a total facility of R334 million for the project. The project finance is a rolling facility, attracting interest at prime less 0.5% and a profit share of 20% of the pre-tax profit. The necessary ROD and Environmental Impact Report approval was obtained in 2004 and construction commenced in September 2004. The development is currently ahead of schedule with 12 golf holes having been completed. The project is expected to be completed in the next 15 months.

The Golf and Country Estate project development management is being undertaken by Devco Africa (Proprietary) Limited, which owns the remaining 10% in Golf and Country Estate, and has developed and is currently developing numerous property projects throughout South Africa.

An independent valuation of R235 million has been obtained for Golf and Country Estate, a summary of which is attached as Annexure 17.

Debentures (existing asset, not forming part of the projections)

Gardener Ross owns 29 Debentures, each of which represents ownership of a fairway stand on the Golf and Country Estate development or are redeemable for R650 000 cash, which represents a liability to Golf and Country Estate. The Debentures have a current market valuation of R38 million based on stands sales currently being achieved.

Nondela (not forming part of the projections)

Gardener Ross has been invited to participate in a golf and leisure development project in the Drakensberg foothills, in which it intends to acquire a 10% equity stake.

14 In the meantime, the 10% shareholding has been secured for Gardener Ross for a consideration of R4 million, payable by Gardener Ross out of proceeds from the listing. In the event that bank funding is not secured by the owners of Nondela by the time funds are raised in terms of this prospectus, Gardener Ross may negotiate to acquire an additional 30% from the Nondela vendor.

Nondela will be an Ernie Els designed golf course and holiday estate, which estate is, per initial project budgets, estimated to net a profit of around R400 000 000 before tax. This is regarded as a strategic investment by Gardener Ross and is expected to provide dividend income in 2008.

Eagle Creek (planned project, forming part of the projections)

On 15 August 2005, Gardener Ross entered into an agreement for the acquisition of 100% of Eagle Creek for a purchase consideration of R15 million, payable to the Eagle Creek vendors in cash. Eagle Creek has a 60% vested interest in the Cluster Homes Development of Golf and Country Estate through its 60% shareholding in Zeranza, with the remaining 40% being held equally by Wessel Kriek and Deon Winterbach.

The Cluster Homes Development comprises the exclusive right relating to the development of 164 cluster units, which development is expected to commence in early 2006 and is expected to be completed during 2007. The estimated profit before taxation of the entire development over 2 years is R50 million before taxation, based on an average cost of development of R2,4 million each. Eagle Creek expects to show a profit of R24 million for the year ending 28 February 2007.

In the event that the funds are not raised for the acquisition of Eagle Creek, alternative funding will be sought to secure the project, failing which the agreement may be set aside.

Welvergenoegd (not forming part of the projections)

On 15 August 2005, Gardener Ross entered into an agreement for the acquisition of 100% of Chestnut Hill for a purchase consideration of R20 million, payable to the Chestnut Hill vendors, with a further R28 million payable in respect of the balance of the purchase price for the land. Chestnut Hill, also known as the Welvergenoegd Golf and Leisure Estate, acquired the farm Welvergenoegd for a purchase consideration of R6.25 million during 2004, which purchase consideration was funded by the JCM Trust and will be repaid as part of the R28 million.

Welvergenoegd is a planned signature golf and leisure development situated outside Durbanville in the Cape and water rights have been secured through part funding of the Durbanville water pipeline. The ROD is expected to be received in 2006, and it is anticipated that the development will commence during 2007 and be completed within 36 months thereafter. The estimated profit before taxation of the entire development over 4 years is R400 million. Projections have not been included for this project due to the fact that the project is still at an early stage and Environmental Impact Assessments still need to be submitted.

In the event that the funds are not raised for the acquisition of Welvergenoegd, alternative funding to secure the project will be sought, failing which the agreement will lapse. However, the payment of the land is only due within 2 years, which could enable the company to pay R20 million initially and fund the balance through other financiers or pay it in 2 years time.

4. Major shareholders

As at the last practicable date prior to the finalisation of this prospectus, shareholders holding 5% or more in the share capital of Acc-Ross before the offer, are as follows:

Shareholder Number of Percentage Percentage shares held Before After Jansk International Ltd (BVI)* 260 000 000 33.96% 23.82% The Quattro Trust (JJ Verster trust - director) 279 571 434 36.51% 25.61% The Whistler Trust 56 414 286 7.37% 5.17% Total 595 985 720 77.84% 54.59% *Expressions of interest have been received from, and informal negotiations held with, BEE investors with regard to acquiring this shareholding following the listing of Acc-Ross. It is the intention of Jansk to dispose of this shareholding following the listing, either to a BEE investor, to the investors in Jansk, or a combination thereof.

5. Directors and senior management [2(a), 2(b), 2(c), 2(e) and 17(a)]

5.1 Directors of Acc-Ross

The full name, ages, addresses and occupations of the directors of Acc-Ross are set out below:

Name (Age) Address Occupation Arthur Buti Mashiatshidi* (45) 16 Tiati Road Businessman (Chairman) Sunninghill Johannesburg

Johannes Jacobus Verster (33) 556 Skukuza Avenue Advocate and businessman (Chief Executive Officer) Faerie Glen Pretoria

Nolene Owen (29) Unit 7A, Persequor Close Chartered Accountant (SA) (Financial Director) 49 de Havilland Crescent Persequor Technopark Pretoria

Khehla Samuel Mthembu* (51) 4 High Rd Businessman Orchards Johannesburg

Nakedi Mathews Phosa* (53) 4 Karee Street Businessman White River

Ephraim Matsisele Sono* (50) 16 12th Avenue Businessman Houghton Johannesburg

(Unless otherwise indicated all directors are South African citizens.) * Non-executive

5.2 Profiles of executive and non-executive directors of Acc-Ross

The profiles of the executive and non-executive directors of Acc-Ross are set out below:

Arthur Buti Mashiatshidi (MBA, GSB - University of Cape Town, B.Sc Economics - Wharton University, CIS Management – Cape Town, CEAB Estate Agency Board South Africa)

Arthur graduated from the Wharton School of Business at the University of Pennsylvania, United States in 1990, where he majored in Finance and Accounting. On returning to South Africa, Arthur joined Anglo American Corporation in 1990, where he was part of the Group Audit Services unit. He moved to Cape Town where he studied and graduated with a Master of Business Administration from the Graduate School of Business at the University of Cape Town in 1993. He joined Thebe Investment Corporation in 1994 where he headed Thebe’s Media and Telecommunications division. He joined Gold Fields in 2000, whereafter he founded Decorum Capital Partners (Proprietary) Limited, of which he is the Chief Executive Officer. Decorum Capital Partners manages the New Africa Mining Fund.

Arthur sits on a number of boards of both listed and unlisted companies. He provided some of the initial funding for the capitalisation of APD and was appointed as chairman of Acc-Ross in October 2005.

Johannes Jacobus (“Jaco”) Verster (BLC (Law), LLB – University of Pretoria)

After having completed his BLC (Law), with merit, and LLB at the University of Pretoria, together with courses on Third Party Claims Handling and International Mergers & Acquisitions, Jaco completed his legal articles at the University of Pretoria School of Law and Pretoria based law firms. Jaco then went on to become admitted as an Advocate of the High Court of South Africa.

He extended his fields of expertise by becoming forensic consultant and senior legal advisor to OF&A (Proprietary) Limited, a forensic consultancy, after which he took up a position as senior forensic consultant with marketing and business development capacity at Deloitte and Touche (“Deloittes”).

16 Jaco was seconded by Deloittes to the African Development Bank in the Ivory Coast in order to evaluate the bank’s death and pension benefit payment system following which he was offered a position as an associate in the Corporate and Commercial Department of Cains Incorporated, the largest law firm on the Isle of Man, part of the British Isles, where he gathered valuable work experience in international corporate and business structuring.

Returning to South Africa in 2000, Jaco served as non executive director of Gardener Ross International Finance (Pty) Ltd. Jaco then joined Gauteng Audit Services as Director: Forensic Services where he established a forensic investigative unit responsible for investigations and preventative issues in the twelve provincial departments. During 2000, Jaco left the department to take up a position as Director: Risk Assurance Services at Grant Thornton Chartered Accountants and Business Advisors, where he was responsible for the Forensic Audit Department, forming part of the Management Assurance Services Division. During the same period Jaco, partnered with Michael Taute, started successfully completing two residential developments, namely VIP Block, an upmarket luxury apartment development that was bought and sectionalised and Kleinmond Estate, a secure 25 erven development.

Jaco also identified other development opportunities during this time, including Lizard Point and The Ponds and resigned from Grant Thornton in order to found Accretio Property Development (Proprietary) Limited, a residential property development company, which later was reversed into Accretio Holdings in order to facilitate further business growth.

Jaco has been appointed as Chief Executive Officer of Acc-Ross and is the managing director of the Accretio group of companies.

Nolene Owen - B Com Law CA (SA)

Nolene completed her articles at Deloitte & Touche in 2001 and qualified as a Chartered Accountant during the same year. Nolene worked as a forensic auditor for Deloitte & Touche for 4 years and serviced clients in both the Public and Private sector. Major Public sector clients included the Department of Finance, the Presidency, and the Compensation Fund. Major Private sector clients included SAFCOL, McCarthy Motor Holdings and Damelin.

In 2003, Nolene joined BMW SA (Pty) Ltd as Product and Cost Controller. where she was responsible for the costing and pricing of both the locally produced and imported vehicles.

In 2004, she was promoted to the position of Financial Accounting Manager for the domestic market. Her duties entailed ensuring compliance with GAAP, IFRS and IAS, implementation and maintenance of systems and controls, compliance with legal and tax regulations and requirements, compiling of budgets, forecast and long term plans, strategic and operational planning, liaising with suppliers as well as supervision and development of staff.

Nolene brings a great deal of experience and expertise to the group and has been appointed as financial director with effect from December 2005.

Khehla Samuel Mthembu (B.Comm – Unisa, Management Advancement Program – Wits Business School)

Khehla matriculated in 1971 and immediately became actively involved in the liberation struggle, being a founding secretary of the South African Student Movement. In 1977, he joined Old Mutual as an advisor for a few years before leaving to form his own brokerage. This brokerage, at the time the largest black owned brokerage in South Africa, later merged with Afsure. In 1995, Khehla joined Sun International South Africa as Chairman, steering the company to a leading position in the gambling arena. During June 2002, he was appointed as chairman of KMA Workforce Solutions (Proprietary) Limited and Wananchi Leisure (Proprietary) Limited.

In July 2003, Khehla re-joined Old Mutual as CEO, Old Mutual Gauteng and in July 2004 was appointed as Head of Public Affairs.

Khehla was appointed to the Acc-Ross board in October 2005.

17 Nakedi Mathews Phosa (B.Proc, LLB – University of the North)

After graduating from University, Mathews served articles with Godfrey Rabin Attorneys. He left in 1981 to establish the first black owned law firm in Nelspruit, until he was forced into exile in 1985. In 1994, he returned to South Africa and was appointed as the first Premier of Mpumalanga Province following the establishment of democracy in South Africa. Following a successful term, he retired from active politics to pursue a career in business and now holds a number of business interests.

Mathews sits on a number of boards of both listed and unlisted companies and was appointed to the Acc- Ross board in October 2005.

Ephraim Matsisele (“Jomo”) Sono

Jomo is well known as a talented, internationally acclaimed, soccer player who originally played for Orlando Pirates in the 1970’s before leaving for the USA to play for New York Cosmos, alongside Pele. On his return to South Africa in 1981, Jomo purchased Highlands Park and renamed the team Jomo Cosmos. He has also been involved with training of the South African Soccer team and is well known for his straightforwardness in the industry, having recently been appointed as an ambassador by the Government of South Africa to the committee which is overseeing the 2010 Soccer World Cup.

Over and above his sporting interests, Jomo is also well known as a competent businessman, holding interests in a variety of businesses and sitting on a number of boards. Jomo also is involved in a golf and residential development in Brits.

Jomo was appointed to the board of Acc-Ross in October 2005.

5.3 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of Acc-Ross [2(c), 2(e)]

The relevant provisions of the articles of association concerning the qualification, remuneration, borrowing powers, voting powers and appointment of the directors are set out in Annexure 16 to this prospectus.

The anticipated fees to be paid to the directors of Acc-Ross for the first full year of operation are set out below:

2006 Salary Fees Benefits Bonus Total R R R R R JJ Verster 960 000 ------960 000 N Owen 600 000 ------600 000 AB Mashiatshidi -- 96 000 -- -- 96 000 KS Mthembu -- 72 000 -- -- 72 000 NM Phosa -- 72 000 -- -- 72 000 EM Sono -- 72 000 -- -- 72 000 Totals 1 460 000 312 000 -- -- 1 772 000

There are no existing or proposed contracts with Acc-Ross, written or oral, relating to the directors and managerial remuneration, secretarial and other fees other than as disclosed in this prospectus. The company has entered into normal service agreements with the executive directors, providing for a one month notice period in the first year and commencing at the remuneration levels presented above from 01 November 2005.

There will be no fees paid to any third party in lieu of directors’ fees and no such obligation exists. The business will not be managed by any third parties. No loans have been made or security furnished to any director or manager of Acc-Ross.

Following the recent uncertainty around share incentive schemes and the fact that many companies are cancelling or re-evaluating share incentive schemes, directors have been allocated shares in Acc-Ross at par value as set out in paragraph 8.4, in lieu of the intended share incentive scheme, which allocation will be linked on a pro rata basis to the achievement of headline earnings and be released over a period of 3 years on a 20:30:50 basis, subject to the continued involvement of the respective director on the Acc-Ross board. Furthermore, select employees of Acc- Ross have been incentivised through the allocation of shares on a similar basis over a 3 year period. It is the intention of the company to introduce a suitable share incentive scheme for new management and employees in due course, once taxation implications have been investigated, although the percentage which will be allocated to the proposed scheme has yet to be decided by the board of directors of Acc-Ross.

18 Arcay received 26 891 000 shares at par value for corporate services rendered in relation to the structuring of Acc- Ross, the merger and acquisition of Accretio and Gardener Ross and the subsequent listing of Acc-Ross as disclosed in Annexure 9 to this prospectus. Certain of these shares have been transferred to employees and consultants in lieu of services rendered over the past year.

No payment has been made or is proposed to be made to any director or promoter in the three years preceding the date of this prospectus as an inducement to become a director or otherwise for services rendered in connection with the promotion or formation of Acc-Ross, other than as disclosed in this prospectus.

5.4 Interests of directors and promoters [16(b), 17(a) and 17(c)]

The aggregate direct and indirect interests of the directors of Acc-Ross in the issued share capital of the company before and after the offer, including the allocation to directors over the next 3 years in lieu of the share incentive scheme as detailed in paragraph 5.3 above, are indicated below:

Beneficial Non-beneficial Total Percentage Direct Indirect Direct Indirect assuming full placement JJ Verster 22 500 000 80 000 000 -- 199 678 576 302 071 434 26.67% N Owen 2 000 000 ------2 000 000 0.18% AB Mashiatshidi 2 500 000 35 014 280 -- -- 37 514 280 3.44% KS Mthembu 2 500 000 ------2 500 000 0.23% NM Phosa 2 500 000 ------2 500 000 0.23% EM Sono 2 500 000 ------2 500 000 0.23% Totals 34 500 000 115 014 280 -- 199 678 576 349 085 714 31.97%

There are no non-beneficial direct or indirect interests held by directors other than those stated in this prospectus. The control of the company will vest with the board of directors with no one shareholder holding more than 35% of the company. The directors have entered into an agreement that limits the disposal of the above shares, above the AltX requirements, over the next three years in the ratio of 20:30:50, which agreement is available for inspection.

Other than the allocation of shares to directors in lieu of a share incentive scheme as detailed in paragraph 5.3 there have been no other changes in directors’ direct and indirect interests between the end of the financial year and the date of this prospectus. The directors have no interests in contracts that are the subject of the various acquisitions.

In accordance with the AltX Listings Requirements, the directors of Acc-Ross and the designated advisor are required to hold 50% of their respective shareholdings in trust with the company’s attorneys or auditors. These shares may be released in equal proportions after the group has published its results for the years ending 28 February 2007 and 28 February 2008 respectively. As at the last practicable date, the designated advisor held 23 076 850 shares in Acc-Ross.

5.5 Other Matters

There have been no bankruptcies or voluntary arrangements of the above named directors of Acc-Ross in the past five years.

The directors of Acc-Ross have not acted as directors of any company at the time of or within 12 months preceding any of the following events taking place: receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with its creditors generally or any class of its creditors.

The directors of Acc-Ross have not been the subject of public criticisms by statutory or regulatory authorities (including professional bodies) and have not been disqualified by a court from acting as directors of a company or from acting in the management or conduct of the affairs of any company. There have been no offences involving dishonesty, fraud or embezzlement by the above-named directors of the company.

On 14 June 1999 the Minister of Trade and Industry directed JF de Beer amongst others to refrain from applying a harmful business practice and to refrain from at any time obtaining any interest in or deriving any income from a business applying the harmful business practice. The “harmful business practice” was defined as the business practice whereby he “directly or indirectly (a) accept appointments as employee[s] or director[s] in companies or close corporations in which [he] they are shareholders or members; and/or (b) invite any persons to make investments in companies or close corporations in which [he] they are shareholders or members.”

19 JF de Beer approached the Transvaal Provincial division of the High Court in November 2005 submitting that the process followed by the Harmful Business Practices Committee had violated his rights to procedurally fair and administrative action. The application was dismissed on 01 December 2005. A notice of leave to appeal has been filed during December 2005.

The Directorate of Special Operations conducted a criminal investigation into the matter. JF De Beer was arrested but after an assessment of the evidence against him, he was not prosecuted, charges were withdrawn in court and the case was closed.

JF de Beer is the authorised representative of Jansk, which company was subject to an investigation by the Financial Services Board and following which Jansk issued a Section 141 circular to its South African investors converting their investment through Jansk into preference shares in Gardener Ross. These preference shareholders will be given a preferential option to either convert their investment into Acc-Ross shares at the offer price or receive repayment out of proceeds of the private placement.

JF de Beer is continuing with his appeal through the court system, but agreed to resign as an employee and from the board of Acc-Ross and Gardener Ross with effect from 06 December 2005 whilst this process is underway and shares allocated to him have been transferred back to Quattro Trust. His position with the group will be reassessed in due course.

6. Profit history, profit forecasts and dividend policy [6(f)(i), 25(1), 25(3), 25(4), 29 and 30]

6.1 Profit history of Acc-Ross

The aggregated income statements of Acc-Ross for the year ended 28 February 2005 and the six months ended 31 August 2005 is set out below.

Income Statement Aggregated Aggregated 6 months ended 12 months ended 31 August 2005 28 February 2005 R R Revenue -- 373 537 Operating costs 2 787 478 109 108 Operating (loss)/profit (2 787 478) 264 429 Investment income 2 395 35 553 Finance costs (4 412 355) (19 556 031) Loss from operations (7 197 438) (19 256 049) Share of result in associates (2 031 047) (82 638) Loss before taxation (9 228 485) (19 338 687) Taxation -- -- Net loss after taxation (9 228 485) (19 338 687)

Note: The figures presented above have been aggregated using the audited financial statements of Accretio Holdings and Gardener Ross for the year ended 28 February 2005 and the reviewed interim results for the six months ended 31 August 2005, without adjustment.

The historical information of Acc-Ross is set out in Annexure 2 and the independent reporting accountants’ report on the historical information is included as Annexure 1A. The historical information of Gardener Ross is set out in Annexure 6. An independent reporting accountants’ report of Gardener Ross is set out in Annexure 5A.

Ernst & Young have reviewed the financial information included in Annexure 2 and Annexure 6 to this prospectus and ensured compliance with the JSE Listing Requirements. The respective review reports have been included as Annexure 1B and Annexure 5B to this prospectus.

6.2 Profit forecasts [13.2(a)(i)]

The Acc-Ross profit forecasts for the years ending 28 February 2006 and 28 February 2007, are set out below and in Annexure 8A, and should be read in conjunction with the independent reporting accountant’s report in Annexure 7 to this prospectus.

20 The forecasts set out below are based on the assumption that the private placing of 326 000 000 shares in terms of the prospectus is fully subscribed:

Notes 1. The profit forecasts in column 1 and 2 are based on the assumption that the listing on the JSE and the full capital raising of R326 000 000 are achieved prior to 28 February 2006. 2. The revenue for 2006 and 2007 is based on the sales of stands in the various developments with specific starting dates. 3. Cost of sales comprises land development costs, adjusted for stock on hand, and operating costs mainly relating to projects, with 2006 relating to Phase 1 of Golf and Country Estate and 2007 as detailed in the segmental analysis in Annexure 8A. For 2006, operating costs comprise marketing costs of R20.7 million, professional endorsement fees of R7 million with the balance relating to head office and project administration costs. Operating costs for 2007 comprise marketing costs of R37.1 million, commissions of R24.6 million with the balance relating to head office and project administration costs. 4. The goodwill amount of R130 181 601 is impaired in relation to stand sales over the next three years as follows: 2006 – R 25 484 428 2007 – R 70 609 721 2008 – R 34 087 452 5. Finance costs include a 20% profit share in favour of Investec Bank Limited on the Golf and Country Estate project. 6. The18.75% preference dividend payable on the Gardener Ross Preference Shares. 7. A proposed dividend distribution of 25% on profit after tax, but before goodwill impairment is assumed in the second year, with STC being assumed at 12.5%. 8. Included in cost of sales are the following fair value adjustment amounts attributable to stand sales in Golf and Country Estate; 2006: R23 699 413 and a resultant deferred tax credit of R6 872 830, 2007: R65 663 978 and a resultant deferred tax credit of R19 042 554. 9. It is assumed that there will be no major changes in the economic environment nor will interest rates fluctuate materially. 10. It is assumed that there will be no changes in legislation affecting the company. 11. Comuine Coastal Resort, Mozambique enjoys a ten year income tax break from Mozambican authorities.

Projected revenue is mainly from Golf and Country Estate in financial year 2006 as a result of pre-sales from Phase 1 of R157 million (net of sales to Zeranza), currently having been proclaimed during September and in the process of being transferred to individual owners during October and November 2005.

With regard to projections for 2007 it should be noted that Phase 2 of Golf and Country Estate is already 80% pre-sold with proclamation and transfers expected in early 2006 and sales and transfers of Phase 3 of Golf and Country Estate has been projected at 60%. Phase 3 pre-sales are to be launched in early 2006 with proclamation expected in the latter half of 2006 and transfers in early 2007 with the total Phase 3 sales estimated to be in excess of R400 million. 21

In addition, a profit forecast has been included based on the assumption that no proceeds are raised from the offer as Annexure 8B.

The forecasts set out below are based on the assumption that no capital is raised and that none of the 326 000 000 shares available for subscription in terms of the prospectus are subscribed for:

Proposed ordinary dividend 7 24 439 347

Fully diluted shares (‘000’s) 765 641 000 765 641 000 (Loss)/earnings per share (cents) (5.7) 0.1 Headline (loss)/earnings per share (cents) (2.3) 9.3 Dividend per share – proposed (cents) -- 3.1

Notes 1. The profit forecasts in column 1 and 2 are based on the assumption that the listing on the JSE is achieved prior to 28 February 2006, but R NIL of the capital raising of R326 000 000 is achieved. 2. The revenue for 2006 and 2007 is based on the sales of stands in the various developments with specific starting dates. 3. Cost of sales comprises land development costs, adjusted for stock on hand, and operating costs mainly relating to projects, with 2006 relating to Phase 1 of Golf and Country Estate and 2007 as detailed in the segmental analysis in Annexure 8B. For 2006, operating costs comprise marketing costs of R19.7 million, professional endorsement fees of R7 million with the balance relating to head office and project administration costs. Operating costs for 2007 comprise marketing costs of R34.5 million, commissions of R16.2 million with the balance relating to head office and project administration costs. 4. The goodwill amount of R130 181 601 is impaired in relation to stand sales over the next three years as follows: 2006 – R 25 484 428 2007 – R 70 609 721 2008 – R 34 087 452 5. Finance costs include a 20% profit share in favour of Investec Bank Limited on the Golf and Country Estate project. 6. The 18.75% preference dividend payable on the Gardener Ross Preference Shares. 7. A proposed dividend distribution of 25% on profit after tax, but before goodwill impairment is assumed in the second year, with STC being assumed at 12.5%. 8. Included in cost of sales are the following fair value adjustment amounts attributable to stand sales in Golf and Country Estate; 2006: R23 699 413 and a resultant deferred tax credit of R6 872 830, 2007: R65 663 978 and a resultant deferred tax credit of R19 042 554. 9. It is assumed that there will be no major changes in the economic environment nor will interest rates fluctuate materially. 10. It is assumed that there will be no changes in legislation affecting the company. 11. Comuine, Vilanculos enjoys a ten year income tax break from Mozambican authorities.

22 As each development operates as a stand alone project and is self funded, no provision has been made for non-sale of stands in any instance. The costs per project are budgeted in fixed costs and there is a very large profit margin in each development, based on historic sale of sites on similar developments in South Africa. The forecast is, in many cases, not dependant on the acceptance of the individual estates in the market place as most of the estates have already met with exceptional pre-development sales, which have already made the developments secure, profitable exercises.

6.3 Dividend policy

Acc-Ross’ dividend policy will be to declare, from the 2007 financial year, a dividend payable each year based on the maintenance of a dividend cover of four, as the business is expected to be cash generative in nature and significant additional outlays are not anticipated.

6.4 Entitlement to dividends

In terms of the articles of association of the company, all unclaimed dividends shall not bear interest and may be invested or otherwise made use of by the directors as they deem fit for the benefit of the company until claimed, provided that dividends unclaimed and retained for a period of not less than three years from the date on which such dividends became payable, may be declared forfeit by the directors for the benefit of the company.

6.5 Business prospects

The directors of the company believe that the company has excellent prospects on the basis of the existing projects under development and to be developed, which the directors believe will provide for profitable trading over the next eight to twelve years just on current projects already secured. The company has not forecast revenues in relation to projects in early stages of development and which will not produce profits in this and the following financial year, although marketing and sales of numerous of its key projects have already started, all of which have received extremely positive responses.

7. Assets, liabilities and other financial information [6(a)(ii), 6(c), 6(e)(i), 8(a), 9(a), 10(a-f), 11, 22, 26 and 31]

7.1 Group balance sheet of Acc-Ross

The information set out below should be read in conjunction with the independent reporting accountant’s report on Acc-Ross as set out in Annexure 1 to this prospectus. The year end of Acc-Ross is the end of February each year. However, a review of the interim results as at 31 August 2005 was performed incorporating the Gardener Ross acquisition. A decision was taken to use the financial information as at 31 August 2005 as a base from which to calculate the pro forma financial effects as opposed to 28 February 2005, as this information incorporates the effect of the acquisition of Gardener Ross, which is a material acquisition for Acc-Ross. The reviewed information has been extracted from Annexure 2 to this prospectus.

The figures shown in the column headed “Reviewed 31 August 2005”, have been extracted from the reviewed accounts of Acc-Ross, without adjustment. The figures shown in the second column have been adjusted for the issue of 326 000 000 ordinary shares at R1.00 each in terms of the full subscription detailed in this prospectus, which are to be issued for the reasons laid out fully in paragraph 2 of this prospectus. All assets acquired by the company as reflected in this prospectus have been transferred into the name of the company or its subsidiaries, as the case may be, and have not been ceded or pledged except in the ordinary course of business.

The pro forma balance sheet and income statement have been prepared for illustrative purposes only, to provide information on how the raising of capital would have impacted on the financial position of Acc- Ross, had the issue of shares been effected on 31 August 2005 and, on the results of Acc-Ross for the six months ended 31 August 2005 had the placement been in effect from 01 March 2005.

23 The nature of a pro forma balance sheet and income statement may not give a true picture of Acc-Ross’ financial position, results of operations or cash flow information after the raising of the capital.

Balance Sheet Reviewed Adjustment for Pro forma interim placement of interim 31 August 2005 shares 31 August 2005 R R ASSETS Non-current assets 460 589 321 635 289 321 Property, plant and equipment 316 896 530 149 200 000 466 096 530 Intangible assets 130 181 601 130 181 601 Investments in subsidiary Investment in associates 15 790 25 500 000 25 515 790 Loans receivable and investments 13 495 400 13 495 400 Current assets 12 714 596 58 014 596 Trade and other receivables 12 456 107 (1 140 000) 11 316 107 Cash and cash equivalents 258 489 46 440 000 46 698 489 Total assets 473 303 917 220 000 000 693 303 917

EQUITY AND LIABILITIES Capital and reserves 158 141 185 484 141 185 Issued capital 162 547 714 326 000 000 488 547 714 Accumulated loss (1 783 221) (1 783 221) Minority interest (2 623 308) (2 623 308) Non-current liabilities 195 838 265 89 838 265 Borrowings 173 695 931 (106 000 000) 67 695 931 Deferred tax 22 142 334 22 142 334 Current liabilities 119 324 467 119 324 467 Trade and other payables 24 645 850 24 645 850 Current portion of borrowings 94 678 617 94 678 617 Total equity and liabilities 473 303 917 220 000 000 693 303 917

Shares in issue at 31 August 2005 737 141 000 326 000 000 1 063 141 000* Net asset value per share (cents) 21.45 45.54 Net tangible asset value per share (cents) 3.79 33.29

Income Statement Reviewed Pro forma interim interim 6 months 6 months 31 August 2005 31 August 2005 R R Revenue -- -- Operating costs 2 409 329 9 925 744 12 335 073 Operating (loss)/profit (2 409 329) (12 335 073) Investment income 2 395 3 250 800 3 253 195 Finance costs (6 174) (6 174) (Loss)/profit from operations (2 413 108) 6 674 944 (9 088 052) Share of result in associates 15 765 15 765 (Loss)/profit before taxation (2 397 343) 6 674 944 (9 072 287) Taxation (614 122) 664 116 49 994 Net (loss)/profit after taxation (1 783 221) (7 339 060) (9 122 281)

(Loss) per share (cents) (0.24) (0.86) Fully diluted shares * 737 141 000 326 000 000 1 063 141 000 * Subsequent to 31 August 2005, Accretio Holdings increased it shareholding in two subsidiaries, namely Tauve and Peel Pickering through the issue of 6 500 000 and 2 000 000 shares at R1.00 respectively. Accretio also secured its shareholding in the Comuine project through the issue of 4 000 000 shares at R1.00. These share issues were effected on 14 October 2005 but the effect is immaterial in comparison to the acquisition of Gardener Ross and the offer. Full details of these issues are shown in Annexure 9 of this prospectus. Acc-Ross also issued 16 000 000 shares at par value, effective 10 November 2005 to its directors and employees.

The company has 765 641 000 shares in issue as at the last practicable date. The total share capital and share premium amounts to R170 641 185 as at the last practicable date. 24

The company has had independent property valuations performed for the two properties currently owned and controlled by the group, namely Golf and Country Estate (all 3 Phases) and Lizard Point (Phase 1). These properties have been valued at R235 million and R50 million respectively based on discounted cash flow valuations. Extracts from the valuation reports have been included as Annexure 17 and Annexure 18 respectively. Phases 2, 3 and 4 of Lizard Point have also been independently valued at R120 million but the future development is outside of the projections included in this report due to the estimated duration of the development of 8 years. The detailed valuation reports are available for inspection as detailed in paragraph 15 of this prospectus.

In addition, in relation to the acquisitions or development funding required in terms of this prospectus, abridged independent property valuations for the following developments are set out in Annexure 19 hereto:

• Brooklyn Stone, to be developed in Redlex, valued at R10 million; • Royal Palms, to be developed in Seven Seasons, valued at R18 million; • The Ponds, to be developed in Northern Jungle, valued at R53 million; • Blue Horizon Bay, to be developed in GRE, valued at R18 million; • Rock Ridge, to be developed in Smilin’ Thru, valued at R45 million; • Comuine Coastal Resort, to be developed in Comuine Golf Estate, valued at R24 million; • Welvergenoegd, to be developed in Chestnut Hill, valued at R176 million.

The valuations were based on discounted cash flow valuations.

7.2 Cash flow statements

Consolidated cash flow statements for Acc-Ross and the historic cash flow for Gardener Ross have been summarised in Annexure 4 and Annexure 6 respectively.

7.3 Adequacy of capital [22]

The directors of the company are of the opinion that the working capital of Acc-Ross and its subsidiaries is sufficient for the group’s present requirements for at least 12 months from the date of this prospectus. The designated advisor, Arcay Corporate Services, has confirmed that it has obtained written confirmation from the directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this prospectus. The designated advisor is satisfied that this confirmation has only been given after due and careful enquiry by the directors.

For purposes of the working capital statement, it should be noted that Phase 1 of Golf and Country Estate was proclaimed in September 2005, with transfers commencing in October 2005. Phase 2 of Golf and Country Estate is nearly sold out, with proclamation and transfer expected in mid 2006. Brooklyn Stone is expected to be completed during 2006, with all units pre-sold, whilst Royal Palms is 80% pre-sold, with final prime stands to be marketed in Plettenberg Bay over December 2005 and January 2006. Phase 1 of Lizard Point is expected to be completed by the year ending February 2007, with all stands in Phase 1 either pre-sold or reserved. Reserved stands are currently being converted into pre-sales. In addition, Gardener Ross holds 29 Debentures which are available for sale with an approximate value of R1 million each.

With regard to finance for projects, due to the nature of business of the group, each project is separately financed with its own project funding. For example, project finance of R334 million, based on a rolling facility, has already been granted by Investec Bank Limited on the Golf and Country Estate. Details of other project funding and terms are set out in Annexure 14 to this prospectus.

7.4 Borrowings/loans receivable

At the date of this prospectus, the company has not made any material loans to third parties other than as disclosed in this prospectus.

Details of material borrowings are set out in Annexure 14. At the date of this prospectus, the company has no material external borrowings with third parties other than as disclosed in this prospectus in relation to project funding. The borrowing powers of the company have not been exceeded during the three years preceding the date of this prospectus.

The group has no off balance sheet financing or loan capital.

7.5 Capital commitments, lease payments and contingent liabilities

The material capital commitments, lease payments and contingent liabilities of Acc-Ross at the last practicable date are set out below:

Capital commitments

The capital commitments relate to the potential acquisitions as detailed in this prospectus. Should the funding not be raised, alternative funding will be sought through normal banking channels, failing which, these obligations will fall away, without any penalties or recourse to the company or its subsidiaries.

Lease commitments

The company has no lease commitments other than as disclosed in Annexure 10.

Contingent liabilities

Acc-Ross has no contingent liabilities as at 28 February 2005 and to the last practicable date prior to the finalisation of this prospectus. In the event that funding is not raised in relation to the various acquisitions, there are no liabilities or penalties that will arise.

7.6 Assets acquired or disposed of and shares issued otherwise than for cash

Details of acquisitions made through the issue of shares since incorporation are set out in Annexure 9, with the major acquisition in the current year being the Gardener Ross acquisition as detailed in this prospectus. A reporting accountants report on the historical information on Gardener Ross is set out in Annexure 5 to this circular. No material properties, rights, businesses or shares have been disposed of by Acc-Ross in the three years prior to the date of this prospectus other than in the normal course of Accretio Holdings and Gardener Ross or their subsidiaries’ business activities.

7.7 Information on immovable property

Details of property owned by Acc-Ross together with Acc-Ross’ situation, area and tenure of immovable property leased are set out in Annexure 10 to this prospectus. The directors of Acc-Ross have no interest in the immovable property leased by the company.

7.8 Material changes

There have been no material changes in the financial position of Acc-Ross between 28 February 2005 and the date of this prospectus other than the acquisition of Gardener Ross and the issues of share capital as disclosed in this prospectus.

7.9 Directors’ statement as to material changes

No material changes in the assets and liabilities of Acc-Ross have taken place other than the acquisition of Gardener Ross and the increase in share capital between 28 February 2005 and the date of this prospectus, other than as disclosed in this prospectus.

8. Share capital [6(a)(ii), 8(a), 8(c), 10 and 20(a)]

8.1 Alterations to share capital and premium

Alterations to the share capital of Acc-Ross that have occurred in the period preceding the date of this prospectus are set out in Annexure 9 to this prospectus.

26 8.2 Authorised and issued share capital

The authorised and issued share capital of Acc-Ross before and after the offer is set out below. The share capital of the company has been calculated before setting off the estimated expenses (as set out in paragraph 10 below) against share premium.

R’000 Authorised, before the offer 2 000 000 000 ordinary shares of R0.0001 each 200 Issued, before the offer 765 641 000 ordinary shares of R0.0001 each 77 Share premium 174 973 To be issued 326 000 000 ordinary shares of R0.0001 each 33 Share premium 325 967 Issued, after the offer 1 091 641 000 ordinary shares of R0.0001 each 110 Share premium 500 940

The remaining authorised and unissued shares, after the offer, will be under the control of the directors of the company, subject to the provisions of sections 221 and 222 of the Act.

All of the authorised and unissued shares (including those to be issued in terms of the prospectus) are of the same class and rank equally in every respect.

Any variation of rights attaching to the ordinary shares will require the consent of shareholders in general meeting in accordance with the articles of association of Acc-Ross.

8.3 Voting rights

In accordance with the articles of association of Acc-Ross, at any general meeting, every member present in person or by proxy shall have one vote on a show of hands.

On a poll, every member present in person or by proxy shall have that proportion of the total votes in the company that the aggregate amount of the nominal value of the shares held by that member bears to the aggregate of the nominal value of all the shares issued by the company.

8.4 Director and employee share incentive scheme

The company has not instituted a share incentive scheme following advice from attorneys, due to the recent adjustments in respect of tax legislation and its impact on existing share incentive schemes in general, which are currently being amended or withdrawn. Accordingly, the board of directors of Acc-Ross have approved the allocation of 2 500 000 shares to the chief executive officer, 2 000 000 shares to the financial director and 2 500 000 to each non-executive director at par value, which shares will be released to directors based on achieving the headline earnings as set out in this circular, on a pro rata basis, and will be released over three years on a 20:30:50 basis, subject to continued rendering of services to the Acc-Ross board over the respective period. Shareholders approved the above issue on 23 November 2005.

Once a suitable share incentive scheme has been investigated, it is the intention of the company to introduce a share incentive scheme for future management and employees.

8.5 Loan capital

At the date of this prospectus, Acc-Ross has no authorised or issued loan capital.

8.6 Offers to the public

No offer has been made to the public for the subscription or the sale of shares during the three-year period preceding the date of this prospectus. Details of all issues of ordinary shares that have taken place during the preceding three years are contained in Annexure 9 to this prospectus.

27 8.7 Unissued shares under the control of the directors

A resolution placing all the authorised but un-issued shares under the control of the directors was passed by shareholders voting in general meeting on 10 November 2005.

8.8 General authority to issue shares for cash

It is permissible for shareholders of public companies to authorise the directors to issue un-issued shares held under their control, for cash subject to certain restrictions, in order to place the directors in a position to take advantage of favourable circumstances that may arise from the issue of such shares for cash for the benefit of the company.

A resolution authorising the directors in general terms to issue un-issued shares held under their control, subject to the restrictions in term of the Act, was passed by shareholders on 10 November 2005.

9. Particulars of the offer [6(g), 6(h)(i), 18(a), 19, 20(a), 21(a)(v) and 23]

In terms of this prospectus, Acc-Ross will make an offer of 326 000 000 ordinary shares of R0.0001 each in the capital of the company at a subscription price of R1.00 per share payable in full on application upon the terms and conditions set out in this prospectus.

A fee of 2.5% of the value of the shares actually allocated in terms of the application form will be payable to Arcay on amounts raised in terms of the offer. Arcay has entered into fee sharing arrangements with independent third parties to ensure the success of the offer.

The directors reserve the right:

– on the basis that an over-subscription occurs, to reduce the allocation of applicants on an equitable basis; and/or – to extend the period for which the offer remains open.

In the event of an over-subscription, and persons are owed subscription refunds in terms of applications made, subscription monies will be refunded to such persons by cheque, posted by registered mail, within 7 days from the closing of the offer.

In the event of an over-subscription the directors reserve the right to give preferential allocation of shares to black economic empowerment investors of up to 26% of the total issued share capital of the company.

9.1 Times and dates of the opening and closing of the placing

The placing will open at 09:00 on Wednesday, 01 February 2006 and will close at 12:00 on Wednesday, 08 February 2006.

9.2 Applications and completion of the application forms

Applications for the subscription may only be made on the forms which may be enclosed with this prospectus. At the discretion of the directors of Acc-Ross, an applicant shall be entitled to cede his entitlement in respect of all or any of the shares allocated to him in terms of the placing in favour of any trust or close corporation created primarily for the benefit of his spouse, or any company, the entire issued share capital of which is held by the applicant concerned, his spouse or issue or any trust or close corporation as aforesaid. Applications are irrevocable and may not be withdrawn once received by Acc- Ross. Application forms must be completed in accordance with the provisions of this prospectus and the instructions set out in the application form.

Applications must be for a minimum of 1 000 shares and in multiples of 100 thereafter.

Shares will only be traded in electronic form in South Africa and as such, all shareholders who elect to receive certificated shares will first have to dematerialise their certificated shares should they wish to trade therein. Applicants are advised that it takes between 1 and 10 days to dematerialise certificated shares.

28 Disadvantages of holding shares in certificated form:

• the current risks associated with holding shares in certificated form, including the risk of lost or tainted scrip, remain and are no longer covered by the JSE Guarantee Fund; and

• at the point at which the shareholder wishes in the future to transact his shares on the JSE, he will first be required to appoint a CSDP or a stockbroker and to dematerialise the shares prior to a stockbroker being able to carry out any instruction to sell the shares. The shareholder will have no recourse in the event of delays caused by the validation process or the acceptance or otherwise of the shares by a CSDP;

Application for uncertificated shares where the applicant has a CSDP or broker:

• Applications may only be made on the relevant application form attached to this prospectus. Photocopies or other reproductions will be rejected.

• The application form must be completed and delivered to the applicant’s duly authorised CSDP or broker, as the case may be, by the time and date stipulated in the agreement governing their relationship with their CSDP or broker: – The brokers will collate all their respective applications and forward the instruction to the brokers’ nominated CSDP’s; – The CSDP’s will collate all the applications received from brokers and/or applicants and notify the transfer secretaries; and – Payment will be effected on delivery of shares.

Applications for certificated shares:

• Applications may only be made on the relevant application form attached to this prospectus. Photocopies or other reproductions will be rejected;

• Applicants who wish to receive their allocated shares in certificated form must complete and return the attached application form as detailed in the prospectus.

Payment may only be made by cheque or banker’s draft. Postal orders, cash or electronic transfers will not be accepted. The cheque or banker’s draft must be attached to and submitted with the relevant application form. Cheques must be crossed “not negotiable”, “not transferable” and made payable in favour of “Acc- Ross Holdings Limited”. Applicants will be obliged to provide such documentary or other information as may be required on demand in order to satisfy the requirements of the Financial Intelligence Centre Act 38 of 2001, failing which an application may be rejected at the discretion of the directors of the company.

Application forms must be lodged with either:

Acc-Ross Holdings Limited, or Arcay Client Support (Pty) Ltd, or Watermark Securities (Pty) Ltd Unit 7A Persequor Close Arcay House II Suite 1 49 De Havilland Number 3 Anerley Road 5 Fricker Road Persequor Technopark Parktown, 2193 Illovo Boulevard Pretoria (PO Box 62397, Marshalltown, 2107) Johannesburg, 2196 (PO Box 200, Persequor Park 0020) (PO Box 413407, Craighall Park, 2024) so as to be received by no later than 12:00 on Wednesday, 08 February 2006.

NO LATE APPLICATIONS WILL BE ACCEPTED.

Each envelope should contain only one application form and must be clearly marked “Acc-Ross Issue”.

No receipts will be issued for applications and remittances and applications will only be regarded as complete when the relevant cheque/banker’s draft has been paid. All capital raised will be deposited with Nedbank Limited immediately upon receipt by the company, and will be utilised to pay for costs of this prospectus. Should any cheque or banker’s draft be dishonoured, the directors of the company may, in their absolute discretion, regard the relevant application as revoked and take such other steps in regard thereto as they may deem fit.

Shares may not be applied for in the name of a minor or a deceased estate. No documentary evidence of capacity to apply need accompany the application form, but the company reserves the right to call upon any applicant to submit such evidence for noting, which evidence will be returned at the applicant’s risk. 29

Shares will be allocated in certificated form if the application form is received by the transfer secretaries directly from the applicant and no duly completed custody mandate accompanies such form.

Acc-Ross shares will trade on the JSE utilising the STRATE settlement procedure. The principal features of STRATE are:

– Trades executed on the JSE must be settled within 5 business days; – There are penalties for late settlement; – An electronic record of ownership replaces share certificates and physical delivery of share certificates; and – All investors are required to appoint either a broker or a CSDP to act on their behalf and to handle their settlement requirements.

9.3 Statement as to listing on the JSE

Acc-Ross has applied for the listing of the shares with effect from commencement of business on Monday, 13 February 2006.

9.4 Application monies

The amount due on application is payable in full in the currency of South Africa and will be payable into a Nedbank Limited account to offset the costs of this prospectus.

9.5 Issue of shares

All shares offered in terms of this prospectus will be allotted at the expense of Acc-Ross;

All shares offered in terms of this prospectus will be allotted subject to the provisions of Acc-Ross’ memorandum and articles of association and will rank pari passu in all respects with existing shares;

Acc-Ross will use the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and only “block” certificates will be issued for shares allotted in terms of this prospectus or deposited with the CSDP;

In respect of those applicants who opt to receive physical share certificates, the share certificate will be posted, by registered post, to the address shown in the relevant application form. No contrary instructions will be accepted. Acc-Ross and the transfer secretaries accept no liability for share certificates that may be lost in the post;

In respect of those applicants who opt for dematerialised shares, their duly appointed CSDP or broker will receive the dematerialised shares on their behalf on transfer of the applicant’s consideration for the shares by the duly appointed CSDP or the broker to the transfer secretaries.

Shares will be allocated in certificated form if the application form is received by the transfer secretaries directly from the applicant, unless the transfer secretaries are instructed otherwise.

9.6 Exchange control regulations

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt in regard hereto, please consult your professional adviser.

South African Exchange Control Regulations • A former resident of the common monetary area, who has emigrated from South Africa, may use blocked Rand to purchase shares in terms of this document. • All payments in respect of applications for shares by non-residents using blocked Rand must be made through a South African authorised dealer in foreign exchange. • Share certificates issued in respect of shares purchased with blocked Rand in terms of this document will be endorsed “non-resident” in accordance with the Exchange Control Regulations of South Africa. Certificates will be placed under the control of the authorised dealer through whom the payment was made. • If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications, as the case may be, for shares in terms of this document emanating from emigrant blocked accounts will be returned to the authorised dealer in foreign exchange through whom the payment was made, for credit to such applicants’ blocked accounts. 30

Applicants resident outside the common monetary area • A person who is not resident in the common monetary area should obtain advice as to whether any governmental and/or legal consent is required and/or whether any other formality must be observed to enable a subscription to be made in terms of the placement. • This document is not an offer in any area of jurisdiction in which it is illegal to make such an offer. In such circumstances, this document and any application form are sent for information purposes only. • Share certificates issued to non-residents of South Africa will be endorsed “non-resident” in accordance with the Exchange Control Regulations of South Africa.

10 Expenses [15]

The costs of the offer will be paid by the company out of proceeds of the offer and directors estimate that the costs of the offer, excluding VAT, assuming the full R326 000 000 is raised, are as follows:

Details R Stamp duty on the issue of shares 815 000 Capital raising fees (maximum) – see below 8 150 000 Designated adviser fees - Arcay See below Legal costs – Webber Wentzel Bowens 50 000 Reporting accountant’s fees - Ernst & Young 275 000 Reporting accountant’s and Auditors’ fees - JA Visagie & Co 150 000 - ACT Audit Solutions Inc 100 000 JSE documentation fees 31 744 Transfer secretary fees - Computershare 34 000 AltX listing fee 20 000 Printing, publication, distribution and advertising expenses 300 000

In terms of their appointment letter, Arcay has received a shareholding of 26 891 000 shares at par in Acc-Ross for the structuring of the transaction, the facilitation of the merger/acquisition of Accretio and Gardener Ross and the listing of Acc-Ross on the JSE. In addition, Arcay will be paid a fee of 2.5% of capital raised. Certain arrangements have been made to share these fees with third parties to ensure a successful offer.

11. Material contracts and other matters [13, 16(a) and 16(b)]

11.1 The material agreements entered into by, or in respect of, the company, Gardener Ross and Accretio Holdings since inception, otherwise than in the ordinary course of business, are as follows:

• Agreement by Accretio Holdings to purchase a further 25% of the shareholding in Peel Pickering from the Peel Pickering vendors for a purchase consideration of R4 million in cash and 2 000 000 shares at R1.00 in Acc-Ross;

• Agreement by Accretio Holdings to purchase a further 50% of the shareholding in Tauve from the Tauve vendor for a purchase consideration of R6,5 million in cash and 6 500 000 shares at R1.00 in Acc-Ross;

• Agreement by Gardener Ross to purchase 50% of Golf and Country Estate from GRIF for a purchase consideration of R20 million in cash;

• Agreement by Gardener Ross to purchase 100% of Eagle Creek for a purchase consideration of R15 million in cash from the Eagle Creek vendors;

• Agreement by Gardener Ross to purchase 100% of Chestnut Hill for a purchase consideration of R20 million in cash from the Chestnut Hill vendors;

• Agreements with Els Design Group for the use of Ernie Els’s name in advertising and design of the Golf and Country Estate golf course;

• Agreements with European Tournament Organisers Limited and European Sport Promotions Limited for the use of Retief Goosen’s name in advertising and design of the Lizard Point golf course;

31 • Agreement by Accretio Holdings to purchase the entire issued share capital of Comuine Golf Estate from the Comuine Vendors for a purchase consideration of R4 million, settled by the issue of 4 000 000 shares at R1.00;

• Numerous agreements with the various landowners and sellers of their respective smallholdings comprising the development known as The Ponds;

• Agreement with Smilin’ Thru Chalets (Pty) Limited for the development of Rock Ridge.

11.2 Other than as stated in this prospectus, the company has not been a party to any material management agreements, restraint of trade agreements or any other agreement in terms of which any royalty or management fee is payable.

11.3 The company has not entered into any agreement relating to the payment of secretarial or technical fees up to the date of this document.

11.4 There are no arrangements to issue options or for preferential rights to the issue of shares.

11.5 No commission or other consideration has been paid by the company during the three years preceding the date of this prospectus, save in the ordinary course of the company’s business such as estate agency commissions on sale of properties.

11.6 All the material agreements have been entered into with the respective vendors warranting the respective assets acquired, with none of the respective vendors being restrained.

12. Litigation statement

Neither the company nor its subsidiaries are involved in any material legal or arbitration proceedings, nor are the directors of the company aware of any proceedings which are pending or threatened that may have or have had, in the 12-month period preceding the date of this prospectus, a material effect on the financial position of the company or its subsidiaries.

13. Registration of prospectus

An English copy of this prospectus was registered in terms of section 155(1) of the Act by the Registrar of Companies in Pretoria on 30 January 2006, together with:

13.1 the written consents of the auditors, attorneys, transfer secretaries and corporate adviser to act in the capacities stated and to their names being stated in this prospectus, which consents have not been withdrawn prior to registration;

13.2 the written consent of the independent reporting accountants to the inclusion in this prospectus of their reports in the form and context in which they appear, which consents have not been withdrawn prior to registration; and

13.3 a copy of the agreements referred to in paragraph 11 above.

14. Directors’ responsibility statement

The directors, whose names are given in paragraph 5.1 of this prospectus, collectively and individually accept full responsibility for the accuracy of the information given, and certify that to the best of their knowledge and belief, there are no other facts that have been omitted, which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the prospectus contains all information required by law and the JSE Listings Requirements.

32 15. Documents for inspection [16]

Copies of the following documents will be available for inspection at the registered office of Acc-Ross, at any time during business hours on weekdays (official South African public holidays excluded) from Wednesday, 01 February 2006 until Monday, 13 February 2006.

15.1 the memoranda and articles of association of Acc-Ross;

15.2 the audited annual financial statements of Acc-Ross and Gardener Ross for the year ended 28 February 2005 and the reviewed interim financial statements for the six months ended 31 August 2005;

15.3 the signed reports of Ernst & Young, dated 30 January 2006, the texts of which are included in Annexures 3 and 7 of this prospectus;

15.4 the written consent of Ernst & Young to the publication of its reports, dated 30 January 2006 and reference thereto in the form and context in which they are included in the prospectus;

15.5 the signed report of ACT Audit Solutions, dated 30 January 2006, the text of which is included in Annexure 1 of this prospectus;

15.6 the written consent of ACT Audit Solutions to the publication of its report, dated 30 January 2006 and reference thereto in the form and context in which it is included in the prospectus;

15.7 the signed report of JA Visagie & Co, dated 30 January 2006, the text of which is included in Annexure 5 of this prospectus;

15.8 the written consent of JA Visagie & Co to the publication of its report, dated 30 January 2006 and reference thereto in the form and context in which it is included in the prospectus;

15.9 the written consents of the reporting accountants, auditors, attorneys, transfer secretary, independent valuers and designated adviser named in this prospectus to act in those capacities;

15.10 sworn property valuations by Baypoint Trading 195 cc t/a Val-Co Valuers and Property Consultants, attached as Annexure 17 to this prospectus;

15.11 sworn property valuation by Lock, Stock and Barrel Valuers and Property Consultants, attached as Annexure 18 to this prospectus;

15.12 the material contracts referred to in paragraph 11 above;

15.13 lease agreement for premises occupied by the company in Pretoria;

15.14 a signed copy of this prospectus.

16. Paragraphs of Schedule 3 to the Act that are not applicable [50]

The following paragraphs of Schedule 3 to the Act are not applicable: 1(b), 2(d), 6(a)(iii), 6(e)(ii), 6(f)(ii), (iii) and (iv), 6(g), 6(h), 8(b), 9(b), 13, 14, 17(b), 18(b), 20(b), 21(a), 21(b), 24, 25(2), 26, 27, 28 and 32 to 48.

Signed at Pretoria by or on behalf of all the directors of Acc-Ross on 30 January 2006.

JJ Verster Chief Executive Officer

ANNEXURE 1A

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF ACC-ROSS HOLDINGS LIMITED [6(F)]

The Directors Acc-Ross Holdings Limited PO Box 62397 Marshalltown 2107

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTROICAL FINANCIAL INFORMATION OF ACC-ROSS

1. Introduction Annexure 2 sets out the audited historical financial information of Acc-Ross Holdings Limited (“Acc-Ross”) for the year ended 28 February 2005 and the reviewed interim financial information for the six months ended 31 August 2005. The financial information of Acc-Ross is the responsibility of the company’s directors.

2. Purpose of this report At your request, and for the purpose of the prospectus to Acc-Ross shareholders to be dated on or about 31 January 2006, we present our report on the historical financial information of Acc-Ross, presented in Annexure 2 to the prospectus.

3. Directors' responsibility The directors of Acc-Ross are responsible for the compilation, contents and preparation of the prospectus and for the accuracy of the information contained therein. The directors of Acc-Ross are responsible for the financial information to which this report on the historical financial information of the company relates, and from which the report has been prepared. Our responsibility is to express an opinion on the report of historical financial information of the company.

4. History and ownership Acc-Ross Holdings Limited was incorporated in the Republic of South Africa on 14 January 2000 as Arcfin Trading 45 (Proprietary) Limited. The company changed its name to Le-Sel Holdings Limited and converted to a public company on 04 October 2000 and remained as a shelf company until its acquisition by the controlling shareholders of Accretio. The name of the company was changed to Acc-Ross Holdings Limited on 16 November 2005. The financial year end is end of February each year.

5. Scope The historical financial information set out in Annexure 2 to this prospectus has been extracted from the company. The financial information contained in this report has been compiled by making reference to the audited financial statements for the period ended 28 February 2005 and the reviewed financial statements for the six months ended 31 August 2005.

The financial statements of the company have been reported on without qualification for the periods mentioned.

Audited financial statements - 28 February 2005: The audit was conducted in accordance with statements of South African Auditing Standards. These standards required that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. The audit included: • examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; • assessing the accounting principles and significant estimates made by management; and • evaluating the overall financial statement presentation.

Reviewed financial statements – 31 August 2005: We conducted our review in accordance with International Standard on Review Engagements. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our work included:

• Agreeing the Historical Financial Information to the underlying accounting records of Acc-Ross Holdings Limited; • Assessing the accounting principles used and significant estimates made by management; and • Evaluating the overall financial information presentation.

We believe that our audit for the period ended 28 February 2005 and review for the six months ended 31 August 2005 provided a reasonable basis for our opinion.

6. Audit opinion - 28 February 2005

In our opinion the historical financial information of Acc-Ross for the year ended 28 February 2005, as set out in Annexure 2 of the circular, for the purposes of the circular, fairly presents, in all material respects, the financial position of the entity at that date and the results of its operations and cash flows for the periods then ended in accordance with Statements of Generally Accepted Accounting Practice in South Africa, International Financial Reporting Standards, and in the manner required by the Companies Act in South Africa.

Review opinion – 31 August 2005

Based on our work, nothing has come to our attention that causes us to believe that the financial information of Acc-Ross Holdings Limited for the period ended 31 August 2005 in the Historical Financial Information, included as Annexure 2 to the Prospectus, do not give a true and fair view of the financial position of the company at that date, and the results of its operations, changes in equity and cash flows for the period then ended in accordance with South African Statements of Generally Accepted Accounting Practice, International Financial Reporting Standards, and in the manner required by the Companies Act in South Africa.

We consent to the inclusion of this report in the prospectus to be dated on or about 31 January 2006 in the form and context in which it appears.

ACT AUDIT SOLUTIONS INC. REGISTERED ACCOUNTANTS AND AUDITORS

899 Pierneef Avenue Villieria Pretoria 0186

ANNEXURE 1B

REVIEW REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF ACC-ROSS HOLDINGS LIMITED [6(F)]

The Directors Acc-Ross Holdings Limited PO Box 62397 Marshalltown 2107

1. Introduction

Acc-Ross Holdings Limited will apply for a listing of its ordinary shares on the Alternative Exchange (“ALTX”) of the JSE Limited (“the JSE”) (“the proposed listing”).

At your request and for the purpose of the prospectus of Acc-Ross Holdings to be dated on or about 31 January 2006 (“the Prospectus”), we present our report on the historical financial information of Acc-Ross Holdings Limited presented as Annexure 2 to the Prospectus, in compliance with the Listings Requirements of the JSE.

2. Responsibility

The compilation, contents and presentation of the Prospectus and the Historical Financial Information presented in Annexure 2 is the responsibility of the directors of Acc-Ross Holdings Limited.

The annual financial statements for the year ended 28 February 2005 were audited by ACT Audit Solutions Inc. The results for the 6 months ended 31 August 2005 were reviewed by ACT Audit Solutions Inc. The financial statements of the company have been reported on without qualifications for the periods mentioned.

Our responsibility is to express an opinion on the financial information presented in the Historical Financial Information, included as Annexure 2 to the Prospectus.

3. Scope of work

We conducted our work for the period ended 28 February 2005 in accordance with Statements of South African Auditing Standards and 31 August 2005 in accordance with the International Standard on Review Engagements. These standards require that we plan and perform our work to obtain moderate assurance that the financial information for the periods ended 28 February 2005 and 31 August 2005 is free of material misstatement. We have not conducted an audit and accordingly, we do not express an audit opinion.

Our work included:

Agreeing the Historical Financial Information to the underlying accounting records of Acc-Ross Holdings Limited; Reviewing the audit working papers of ACT Audit Solutions Inc.; Assessing the accounting principles used and significant estimates made by management; and Evaluating the overall financial information presentation.

We believe that our work provides a reasonable basis for our opinion.

4. Opinion

Based on our work, nothing has come to our attention that causes us to believe that the financial information of Acc-Ross Holdings Limited for the periods ended 28 February 2005 and 31 August 2005 in the Historical Financial Information, included as Annexure 2 to the Prospectus, do not give a true and fair view of the financial position of Acc-Ross at those dates, and the results of its operations, changes in equity and cash flows for the periods then ended in accordance with South African Statements of Generally Accepted Accounting Practice and International Financial Reporting Standards, and in the manner required by the Companies Act in South Africa.

We consent to the inclusion of this report in the prospectus to be dated on or about 31 January 2006 in the form and context in which it appears.

Ernst & Young Registered Accountants & Auditors Chartered Accountants (SA) 30 January 2006

36 ANNEXURE 2

HISTORICAL FINANCIAL INFORMATION OF ACC-ROSS HOLDINGS LIMITED [6(F)]

This annexure contains a report on the historical financial information of Acc-Ross. The information is taken from the company’s audited annual financial statements for the year ended 28 February 2005 and the reviewed interim financial statements for the six months ended 31 August 2005. ACT Audit Solutions Inc. has been the auditors to the company since 2005.

Balance Sheet Notes Reviewed Audited 31 August 2005 28 February 2005 R R ASSETS Non-current assets 460 589 321 15 330 953 Property, plant and equipment 2 316 896 530 15 279 960 Intangible assets 3 130 181 601 49 961 Investments in subsidiary 4 -- -- Investment in associates 5 15 790 25 Investments 6 4 000 000 Loans receivable 7 9 495 400 -- Deferred tax 11 -- 1 007 Current assets 12 714 596 2 941 791 Trade and other receivables 10 014 467 56 182 Deposits 8 2 441 640 1 051 642 Cash and cash equivalents 258 489 1 833 967 Total assets 473 303 917 18 272 744

EQUITY AND LIABILITIES Capital and reserves 158 141 185 47 799 Issued capital 9 162 547 714 47 714 Accumulated loss (1 783 221) -- Minority interest (2 623 308) 85 Non-current liabilities 195 838 265 18 167 763 Borrowings 10 173 695 931 18 167 763 Deferred tax 11 22 142 334 Current liabilities 119 324 467 57 182 Trade and other payables 24 645 850 -- Current portion of borrowings 10 94 678 617 57 182 Total equity and liabilities 473 303 917 18 272 744

Shares in issue 737 141 000 47 714 100 Net asset value per share (cents) 21.5 0.10 Net tangible asset value per share (cents) 3.8 0.01

Income Statement Reviewed Audited 6 months 12 months 31 August 2005 28 February 2005 R R Revenue -- -- Operating costs 2 409 329 -- Operating (loss)/profit 12 (2 409 329) -- Investment income 2 395 -- Finance costs (6 174) -- Loss before taxation (2 413 108) -- Taxation 14 (614 122) -- Loss after taxation (1 798 986) -- Share of results of associates 15 765 -- Net loss after taxation (1 783 221) --

Loss per share (cents) 0.4 -- Weighted average shares in issue (‘000) 477,141,000 --

Share Accumulated Statement of changes in equity Share capital premium loss Total R R R R

Balance at 01 March 2004 ------Net profit for the period ------Issue of share capital 47,714 47,714

Balance at 01 March 2005 47,714 - - 47,714 Net loss for the period (1 783 221) (1,783,221) Issue of share capital 26,000 162,474,000 162,500,000

Balance at 31 August 2005 73,714 162,474,000 (1 783 221) 160,764,493

Cash Flow Statement 31 Aug 2005 28 Feb 2005 Notes R R

Cash flows from operating activities 11,503,893 -- Cash generated by operating activities 18.1 11,507,672 -- Interest received 2,395 -- Interest paid (6,174) --

Cash flows from investing activities (274,842,630) 1,786,253 Expenditure to expand operating capacity Property, plant and equipment acquired (137,513,646) -- Intangible assets acquired (130,131,640) -- VAT (paid)/received on fixed property 806,049 -- Deposits paid on fixed property (480,000) -- Deposits paid on shares (900,000) -- Minority interest (2,623,393) -- Expenditure for expansion Cash equivalent of subsidiaries at acquisition -- 1,786,278 Subsidiaries acquired -- -- Investment in associates -- (25) Investments (4,000,000) -- 261,763,259 47,714 Cash flows from financing activities Capital raised 162,500,000 47,714 Loans raised 108,758,659 -- Loans repaid (9,495,400) --

(Decrease)/increase in cash and cash equivalents (1,575,478) 1,833,967 Cash and cash equivalents at beginning of the period 17.2 1,833,967 --

Cash and cash equivalents at end of the period 17.2 258,489 1,833,967

1 Basis of preparation

The financial statements are prepared in accordance with South African Statements of Generally Accepted Accounting Practice. The financial statements are prepared under the historical cost convention as modified by the revaluation of certain property, plant and equipment, marketable securities and investment properties.

Unless otherwise specifically stated, this basis is consistent with that of the previous year.

1.1 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership are transferred to the buyer.

1.2 Basis of consolidation

The consolidated financial statements include those of the holding company and of its subsidiaries. The results of all subsidiaries are included from the dates effective control was acquired and up to the dates effective control ceased. Intra-group sales and profits are eliminated fully on consolidation.

1.3 Property, plant and equipment

All property, plant and equipment are initially recorded at cost and adjusted for any impairment in value.

Impairment losses and reversal of impairment losses are recognised in the income statement.

Depreciation is calculated on the straight-line method to write off the cost of each asset, or the revalued amounts, to their residual values over their estimated useful lives. The depreciation rates applicable to each category of property, plant and equipment are as follows: - Plant and equipment 20 % - Motor vehicles 20 % - Furniture and fittings 10 % - Office equipment 15 % - Computer equipment 33 %

Land is not depreciated as it is deemed to have an indefinite life.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining operating profit. On disposal of revalued assets, amounts in revaluation and other reserves relating to that asset are transferred to retained earnings.

Interest costs on borrowings to finance the construction of property, plant and equipment, development cost and other related expenditure are capitalised, during the period of time that is required to complete and prepare the property for its intended use, as part of the cost of the asset. On proclamation of certain portion of the fixed property, that portion of the fixed property is transferred to inventory at cost.

1.4 Intangible assets

Goodwill

Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of a subsidiary, associate or joint venture at the date of acquisition. It is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is stated at cost less any impairment in value.

1.5 Leased assets

Leases of property, plant and equipment where the company assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance charge is charged to the income statement over the lease period. The property, plant and equipment acquired under finance leasing contracts are depreciated over the useful life of the assets.

Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

1.6 Borrowing costs

Borrowing costs incurred in respect of assets which take a substantial period of time to prepare them for their intended use, are capitalised during their period of construction.

1.7 Taxation

Deferred taxation is provided using a balance sheet liability method on all temporary differences between the carrying amounts for financial reporting purposes and the amounts used for taxation purposes, except for differences relating to goodwill which is not deductible for taxation purposes and the initial recognition of assets or liabilities which affect neither accounting not taxable profit or loss.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised.

Deferred taxation is calculated using taxation rates that have been enacted at the balance sheet date. The effect on deferred taxation of any changes in taxation rates is recognised in the income statement in the year in which the change occurs, except to the extent that it relates to items previously charged or credited directly to equity.

Secondary Taxation on Companies is provided in respect of expected dividend payments net of dividends received or receivable and is recognised as a taxation charge for the period.

1.8 Research and development expenditure

Research and development expenditure, including the design and production of prototypes of new models, is written off as incurred. Development expenditure is charged to operating profit in the period in which it is incurred until all recognised asset recognition criteria are met. Thereafter all direct costs and an appropriate portion of overhead costs incurred in bringing the product to a marketable state are capitalised. Capitalised development cost on fixed property is not amortised, as land is deemed to have an indefinite life.

1.9 Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, investments, receivables, trade creditors, leases and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

2. Property, plant and equipment 31 Aug 2005 28 Feb 2005 Accumulated Accumulated Cost / valuation depreciation Carrying value Cost / valuation depreciation Carrying value R R R R R R Owned assets Land and buildings 313,995,014 - 313,995,014 8,316,929 - 8,316,929 Development cost capitalised 2,465,358 - 2,465,358 6,887,413 - 6,887,413 Furniture and fittings 299,361 8,915 290,446 75,618 - 75,618 Computer equipment 182,280 36,568 145,712 - - -

316,942,013 45,483 316,896,530 15,279,960 - 15,279,960

The carrying amounts of property, plant and equipment can be reconciled as follows:

Carrying value at Consolidation Transferred to Carrying beginning of value land and value at end 28 Feb 2005 year Additions adjustment buildings Depreciation of year

R R R R R R Owned assets Land and buildings - 8,316,929 - - - 8,316,929 Development cost capitalised - 6,887,413 - - - 6,887,413 Furniture and fittings - 75,618 - - - 75,618

- 15,279,960 - - - 15,279,960

Carrying value at Consolidation Transferred to Carrying beginning of value land and value at end 31 Aug 2005 year Additions adjustment buildings Depreciation of year R R R R R R Owned assets Land and buildings 8,316,929 141,529,678 164,148,407 - - 313,995,014 Development cost capitalised 6,887,413 1,783,107 - (6,205,162) - 2,465,358 Furniture and fittings 75,618 223,743 - - (8,915) 290,446 Computer equipment - 182,280 - - (36,568) 145,712

15,279,960 143,718,808 164,148,407 (6,205,162) (45,483) 316,896,530

Certain property, plant and equipment is encumbered as stated in note 9.

Certain property, plant and equipment is encumbered as stated in note 8. A register containing the information required by paragraph 22(3) of Schedule 4 of the Companies Act is available for inspection at the registered office of the company.

3. Intangible assets

31 Aug 2005 28 Feb 2005 Accumulated Accumulated Cost / valuation depreciation Carrying value Cost / valuation depreciation Carrying value Goodwill 130,181,601 - 130,181,601 49,961 - 49,961

The carrying amounts of intangible assets can be reconciled as follows:

Carrying value at Carrying beginning of value at end 31 Aug 2005 year Additions of year Goodwill 49,961 130,131,640 130,181,601

4. Subsidiaries

Principal subsidiary undertakings Subsidiary Country of incorporation Accretio Holdings (Pty) Ltd South Africa Gardener Ross Holdings Limited South Africa

All subsidiaries are wholly owned unless otherwise stated. All holdings are in the ordinary share capital of the undertaking concerned.

Acquisitions The following acquisitions took place during the period: 100% share in Gardener Ross Holdings Ltd, a property development holding company on 31 August 2005 for R 162 500 000. In addition, on 31 August 2005, Gardener Ross Holdings Limited acquired an additional 50% in Gardener Ross Golf and Country Estate, thereby increasing its shareholding to 90%. Accordingly, the balance sheet of Gardener Ross Holdings has been consolidated at 31 August 2004, no income statement results have been consolidated. Group 31 Aug 2005 28 Feb 2005 R R 5. Investment in associates At cost 15,790 25 Associate companies At cost Two Ships Trading 193 (Pty) Ltd 24.5% interest in unlisted shares of Two Ships Trading 193 (Pty) Ltd, a company involved in rental of business premises. Carrying value of investment: Shares at cost 25 25 Retained earnings since acquisition 15,765 - 15,790 25

Director's valuation 75,000 50,000 Summary financial information of Two Ships Trading 193 (Pty) Ltd Assets Non current 3,874,011 - Current 872,862 100 4,746,873 100 Equity and liabilities Equity and reserves 100 100 Non current liabilities 4,607,269 - Current liabilities 139,504 - 4,746,873 100 Turnover 114,570 - Net profit 64,348 - 42

31 Aug 2005 28 Feb 2005 R R 6. Investments Unlisted shares at fair value 4 000 000 - The company held investments in the following companies: 6,000 ordinary shares of R1 each in Mastertrade 288 (Pty) Ltd.

7. Loans receivable Class A Trading 786 (Pty) Ltd 282,277 - Royal Oak Development and Construction (Pty) Ltd 8,459,623 - Intercol International Consultants CC 753,500 - 9,495,400 - The loans are unsecured, interest free with no fixed terms of repayment.

8. Deposits

Deposit of R240,000 for shares in Peel Pickering & Ass, R900,000 for shares in Tauve Developments (Pty) Ltd, R480,000 for land in The Ponds Development, R811,640 for land in Royal Palms Development and R10,000 for a vehicle.

31 Aug 2005 28 Feb 2005 R R 9. Issued capital Authorised -2,000,000,000 Ordinary shares of 0,0001 cent each 200,000 - -200,000,000 Ordinary shares of 0.001 cent each - 200,000 Issued -737,141,000 Ordinary shares of 0,0001 cent each 73,714 - -47,714,100 Ordinary shares of 0.001 cent each - 47,714 Share premium 162,474,000 - 162,547,714 47,714

10. Borrowings Imperial Bank Secured loan bearing interest at 11% per annum repayable in monthly instalments of R32 708. Secured by first bond over land and buildings with a book value of R6 356 327. 3,612,697 3,576,557 Nedbank Limited Secured loan bearing interest at 11.5% per annum repayable in monthly instalments of R3 427. Secured by first bond over land and buildings with a book value of R1 181 989. 338,777 323,110

Investec Secured loan bearing interest at 10% per annum. The loan is for a maximum period of 24 months. Secured by first bond over land and buildings with a book value of R112 333 582 as well as all the rights, title and interest in and to present future claims against SA Revenue Services for Value Added Tax. The total approved loan amount is R110 000 000. The date of repayment is 1 March 2006. 94,619,665 -

Provision for profit share - Investec The financing contract with Investec stipulates that Investec will be entitled to participate in 20% of the profits generated in all 3 (three) phases of the development, or a minimum deferred fee of R2,800,000. 19,928,884 -

Cumulative redeemable preference shares 68,802,398 Cumulative redeemable preference shares of R0,9673 each. Notwithstanding anything else contained in the Articles of the Company, the company shall be obliged to redeem the preference shares at par together with a premium of R0,033 per preference share on the first business day following the expiry of 3 years and 1 day after the subscription of the preference shares in question, as to the premium portion thereof from the share premium of the company. 68,802,398 -

Unsecured loans from individuals 12,700,638 4,000,000 Unsecured loan - Gardener Ross International Finance (Pty) Ltd 18,671,789 -

Unsecured loans from directors 7,596,768 5,705,278 The loans are unsecured, interest free and have no fixed terms of repayment. Debentures 100 Secured, non-interest bearing convertible linked debentures of R330 000 each. Each debenture is linked to a stand number and shall convert into an Agreement of Sale for the linked stand on issuing of the Record of Decision for the Project. Secured by a first bond over land and buildings, registered in the name of a subsidiary. (Refer note 2). 33,000,000 4,620,000

Debentures 21 Unsecured debentures. Each debenture represents a fairway stand in the future property development or is redeemable for R 650,000 cash. 9,102,902 - 268,374,548 18,224,945 Less: Current portion included in current portion of borrowings which will be repaid by 28 February 2006 out of proceeds of approximately R157 million arising from the transfer of Phase 1 stands subsequent to 31 August 2005, which Phase was proclaimed on 5 September 2005 (94,678,617) (57,182) 173,695,931 18,167,763

31 Aug 2005 28 Feb 2005 R R 11. Deferred tax Deferred tax liabilities The balance comprises: -Property, plant and equipment 41,355,689 - -Assessable losses (19,213,355) (1,007) 22,142,334 (1,007) Balance at beginning of year (1,007) - Movements during year attributable to: -Assessable losses (19,212,348) (1,007) -Development stands 41,355,689 - Balance at end of year 22,142,334 (1,007)

12. Operating loss Operating loss is stated after: Expenditure

Depreciation -Property, plant and equipment 45,483 - Lease rentals -Premises 99,234 -

13. Director's emoluments Emoluments received Directors - executive -In connection with the affairs of the company or its subsidiaries 1,811,266 -

14. Taxation South African normal tax -Deferred tax Current year (614,122) - No provision has been made for 2005 taxation as the company and group has no taxable income.

15. Related parties During the period, the company entered into the following transactions. Sales to Purchases Amounts owed Amounts owed Percentage related from related by related to related interest parties parties parties parties R R R R Subsidiary: Accretio Property Development (Pty) Ltd 31 Aug 2005 100% 942,003 28 Feb 2005 100% 315,588 J.J. Verster 31 Aug 2005 40% 3,098,613 28 Feb 2005 30% 1,381,924 A.B. Mashiatshidi 31 Aug 2005 7% 1,500,000 28 Feb 2005 6% 1,500,000 DJ Verster 31 Aug 2005 -% 100,000 28 Feb 2005 -% 100,000 M. Taute 31 Aug 2005 -% 998,054 28 Feb 2005 -% 1,092,604 A. Botha 31 Aug 2005 -% 3,500,000 28 Feb 2005 -% 3,230,750 JCM Trust 31 Aug 2005 30% 4,452,012 Gardener Ross International Finance (Pty) Ltd 31 Aug 2005 -% 1,225,000 407,000 19,078,789 Devco Africa (Pty) Ltd 31 Aug 2005 10% 1,850,000 Royal Oak Development & Construction (Pty) Ltd 31 Aug 2005 -% 8,459,623 Terms The loans are unsecured, interest free with no fixed terms of repayment.

31 Aug 2005 28 Feb 2005 R R 16. Commitments Capital expenditure Contracted for 127,875,000 25,050,000 Included in the above amounts are capital commitments relating to property, plant and equipment amounting to 55,500,000 25,050,000 Included in the above amounts are capital commitments relating to the purchase of equity amounting to 72,375,000 - The commitments relate to: • 100% Shareholding in Chestnut Hill Investments 111 (Pty) Ltd, also known as the Welvergenoegd Golf and Leisure Estate for R48 000 000. • 100 % Shareholding in Eagle Creek Investments 257 (Pty) Ltd, with a 60% vested interest in the cluster home developments of Gardener Ross Golf and Country Estate (Pty) Ltd for R15 000 000. • 100% Shareholding in Tauve Developments (Pty) Ltd for R6 500 000. • 50 % Shareholding in Peel Pickering and Associates for R2 875 000. • Purchase of property by Northern Jungle Trading 17 (Pty) Ltd for R42 000 000. • Purchase of Portion 47, Farm Ganse Vallei 444, Plettenberg Bay by Seven Seasons Trading 60 (Pty) Ltd for R13 500 000.

17. Financial instruments

17.1 Fair values Group 31 Aug 2005 28 Feb 2005 R R Financial assets Cash and cash equivalents 258,458 1,833,967 Deposits 2,441,640 1,051,642 Trade and other receivables 10,014,467 56,182 Financial liabilities Interest bearing loans 187,302,421 3,899,667 Borrowings 81,072,127 14,325,278 Trade and other payables 24,645,850 -

Market values have been used to determine the fair value of listed convertible redeemable preference shares and listed available-for-sale financial assets. The fair value of all other items has been calculated by discounting the expected future cash flows at prevailing interest rates.

The directors are of the opinion that the book value of financial instruments approximates fair value If it is not practicable within the constraints of timeliness or cost to determine the fair value of a financial asset or liability with sufficient reliability, has this been disclosed, along with information about the principal characteristics of the underlying financial instrument that are pertinent to its fair value.

Interest rate risk

As part of the process of managing the company's interest rate risk, interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rate. Full details of interest rates relating to borrowings are detailed in note 8.

Credit risk

The company only deposits cash surpluses with major banks of high quality credit standing.

Trade accounts receivable comprise a widespread customer base. Ongoing credit evaluation of the financial position of customers is performed, and where appropriate, credit guarantee insurance is purchased.

31 Aug 2005 28 Feb 2005 R R 18. Notes to the cash flow statement 18.1 Cash generated by operating activities Net loss before taxation (2,413,108) - Adjustments for: Depreciation 45,483 - Investment income (2,395) - Finance costs 6,174 - Share of income of associates 15,765 - (2,348,081) - Movements in working capital Increase in accounts receivable (10,790,097) - Increase in accounts payable 24,645,850 - 11,507,672 -

18.2 Cash and cash equivalents Cash and cash equivalents consist of cash on hand and balances with banks. Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts: Cash and cash equivalents 258,489 1,833,967

19. Material changes There have been no material changes outside the normal course of business from the period end to the date of this report.

ANNEXURE 3

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF ACC-ROSS HOLDINGS LIMITED

The Directors Acc-Ross Holdings Limited PO Box 62397 Marshalltown 2107

Introduction We have performed our limited assurance engagement in respect of the pro forma financial information set out in the attached Annexure 4 of the prospectus to be dated on or around 31 January 2006 issued in connection with the offer of subscription in the share capital of Acc-Ross Holdings Limited that is the subject of this prospectus of Acc-Ross Holdings Limited.

The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide information about how the offer of subscription might have affected the reported historical financial information presented, had the offer of subscription been undertaken on 1 March 2005 or at the date of the pro forma balance sheet being reported on.

Directors’ responsibility The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the prospectus and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma information financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of Acc-Ross Holdings Limited; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE Listings Requirements. Reporting accountant’s responsibility Our responsibility is to express our limited assurance conclusion on the pro forma financial information included in the prospectus of Acc-Ross Holdings Limited. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by SAICA.

This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Sources of information and work performed Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of Acc-Ross Holdings Limited, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma financial information with the directors of the company in respect of the corporate actions that are the subject of this prospectus. In arriving at our conclusion, we have relied upon financial information prepared by the directors of Acc-Ross Holdings Limited and other information from various public, financial and industry sources.

While our work performed has involved an analysis of the historical reviewed financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and accordingly, we do not express an audit or review opinion.

In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to believe that, in terms of the section 8.17 and 8.30 JSE Listings Requirements: • the pro forma financial information has not been properly compiled on the basis stated; • such basis is inconsistent with the accounting policies of the issuer; and • the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed

Ernst & Young Registered Accountants & Auditors Chartered Accountants (SA) Johannesburg 30 January 2006 48

ANNEXURE 4

PRO FORMA FINANCIAL INFORMATION

The pro forma balance sheets have been prepared for illustrative purposes only, to provide information on how the raising of capital would have impacted on the financial position of Acc-Ross, had the issue of shares been effected on 31 August 2005. The nature of a pro forma balance sheet may not give a true picture of Acc-Ross’ financial position, changes in equity, results of operations or cash flow information after the raising of the capital.

Balance Sheet Reviewed Adjustment for Pro forma interim placement of interim 31 August 2005 shares 31 August 2005 R R ASSETS

Non-current assets 460 589 321 635 289 321 Property, plant and equipment 316 896 530 149 200 000 466 096 530 Intangible assets 130 181 601 130 181 601 Investment in associates 15 790 25 500 000 25 515 790 Loans receivable and investments 13 495 400 13 495 400

Current assets 12 714 596 58 014 596 Trade and other receivables 12 456 107 (1 140 000) 11 316 107 Cash and cash equivalents 258 489 46 440 000 46 698 489

Total assets 473 303 917 220 000 000 693 303 917

EQUITY AND LIABILITIES

Capital and reserves 158 141 185 484 141 185 Issued capital 162 547 714 326 000 000 488 547 714 Accumulated loss (1 783 221) (1 783 221) Minority interest (2 623 308) (2 623 308)

Non-current liabilities 195 838 265 89 838 265 Borrowings 173 695 931 (106 000 000) 67 695 931 Deferred tax 22 142 334 22 142 334

Current liabilities 119 324 467 119 324 467 Trade and other payables 24 645 850 24 645 850 Current portion of borrowings 94 678 617 94 678 617

Total equity and liabilities 473 303 917 220 000 000 693 303 917

Shares in issue at 31 August 2005 737 141 000 326 000 000 1 063 141 000 Net asset value per share (cents) 21.45 45.54 Net tangible asset value per share (cents) 3.79 33.29

Loss per share (cents) (0.24) (0.86) Fully diluted shares *737 141 000 326 000 000 1 063 141 000

Notes: 1. The figures shown in the column headed “Reviewed 31 August 2005”, have been extracted from the reviewed interim accounts of Acc-Ross, without adjustment. The audited results for 28 February 2005 were considered to be meaningless for the pro forma financial effects as they excluded the acquisition of Gardener Ross. 2. The figures shown in the adjustment column have been adjusted for the issue of 326 000 000 ordinary shares at R1.00 each assuming full subscription as at 31 August 2005. 3. The capital raised is assumed to be applied to the redemption of capital, in full, of the preference shares held in Gardener Ross of R66 553 855 (excluding the cumulative dividend), the elimination of both current and long term liabilities, with the remainder applied to cash and cash equivalents. Subsequent to 31 August 2005, Accretio Holdings increased it shareholding in two subsidiaries, namely Tauve and Peel Pickering through the issue of 6 500 000 and 2 000 000 shares at R1.00 respectively. Accretio also secured its shareholding in the Comuine project through the issue of 4 000 000 shares at R1.00. These share issues were done on 14 October 2005 but the effect is immaterial in comparison to the acquisition of Gardener Ross and the offer and accordingly has not been adjusted for in the pro forma financial effects above. Acc-Ross also issued 16 000 000 shares at par value, effective 23 November 2005 to its directors and employees. 4. The loss per share, net asset value per share and tangible net asset value per share were calculated based on 737 141 000 ordinary shares in issue as at 31 August 2005. 5. The income statement has been adjusted on the assumption that the offer happened with effect from 01 March 2005 and that the company received interest at a rate of 7.0% per annum before taxation for the six months to 31 August 2005. 6. Circular and share issue costs of approximately R9 400 000 have been assumed as recorded in the prospectus. 7. No taxation has been assumed on the net adjustment as the company would remain in a net loss situation.

ANNEXURE 5A

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GARDENER ROSS HOLDINGS LIMITED [6(f)(ii), 25(1), 25(3), 25(4), 29 and 30]

The Directors Acc-Ross Holdings Limited PO Box 62397 Marshalltown 2107

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GARDENER ROSS HOLDINGS LIMITED

1. Introduction Annexure 6 sets out the historical financial information of Gardener Ross Holdings Limited for the year ended 28 February 2005 and the interim financial information for the six months ended 31 August 2005. The financial information of Gardener Ross Holdings Limited is the responsibility of the company’s directors.

2. Purpose of this report At your request, and for the purpose of the prospectus to Acc-Ross shareholders to be dated on or about 31 January 2006, we present our report on the historical financial information of Gardener Ross Holdings Limited, presented in Annexure 6 to the prospectus.

3. Directors' responsibility The directors of Gardener Ross Holdings Limited are responsible for the compilation, contents and preparation of the prospectus and for the accuracy of the information contained therein. The directors of Gardener Ross Holdings Limited are responsible for the financial information to which this report on the historical financial information of the company relates, and from which the report has been prepared. Our responsibility is to express an opinion on the report of historical financial information of the company.

4. History and ownership Gardener Ross Holdings Limited was incorporated in the Republic of South Africa on 24 March 2004. The financial year end is end of February each year.

5. Scope and emphasis of matter The historical financial information set out in Annexure 6 to this prospectus has been extracted from the company. The financial information contained in this report has been compiled by making reference to the audited financial statements for the period ended 28 February 2005 and the six months ended 31 August 2005.

The financial statements of the company have been reported on without qualification for the period mentioned, although the audit opinion contained an emphasis of matter with regard to going concern. With regard to the emphasis of matter we referred shareholders to the directors’ report which contains details, inter alia, of events subsequent to 31 August 2005.

The audits were conducted in accordance with statements of South African Auditing Standards. Those standards required that we plan and perform the audits to obtain reasonable assurance that the financial statements were free of material misstatement. The audits included: • examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; • assessing the accounting principles and significant estimates made by management; and • evaluating the overall financial statement presentation.

We believe that our audits provided a reasonable basis for our opinion.

6. Audit opinion In our opinion the historical financial information of Gardener Ross for the periods ended 28 February 2005 and the six months ended 31 August 2005, as set out in Annexure 6 of the circular, for the purposes of the circular, fairly presents, in all material respects, the financial position of the entity at those dates and the results of its operations and cash flows for the periods then ended in accordance with Statements of Generally Accepted Accounting Practice in South Africa and International Financial Reporting Standards for the respective accounting period.

We consent to the inclusion of this report in the prospectus to be dated on or about 31 January 2006 in the form and context in which it appears.

JA Visagie & Co REGISTERED ACCOUNTANTS AND AUDITORS Oppidraai Kantoorpark No 1, Wapadrandstraat 862, Wapadrand, Pretoria

ANNEXURE 5B

REVIEW REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GARDENER ROSS HOLDINGS LIMITED [6(f)(ii), 25(1), 25(3), 25(4), 29 and 30]

The Directors Acc-Ross Holdings Limited PO Box 62397 Marshalltown 2107

1. Introduction

Acc-Ross Holdings Limited will apply for a listing of its ordinary shares on the Alternative Exchange (“ALTX”) of the JSE Limited (“the JSE”) (“the proposed listing”).

At your request and for the purpose of the prospectus of Acc-Ross Holdings to be dated on or about 31 January 2006 (“the Prospectus”), we present our report on the historical financial information of Gardener Ross Holdings Limited presented as Annexure 6 to the Prospectus, in compliance with the Listings Requirements of the JSE.

2. Responsibility

The compilation, contents and presentation of the Prospectus and the Historical Financial Information presented in Annexure 6 is the responsibility of the directors of Acc-Ross Holdings Limited.

The annual financial statements from date of incorporation to 28 February 2005 were audited by JA Visagie & Co. The results for the 6 months ended 31 August 2005 were reviewed by JA Visagie & Co. The financial statements of the company have been reported on without qualifications for the periods mentioned, although the audit opinion contained an emphasis of matter with regard to going concern.

Our responsibility is to express an opinion on the financial information presented in the Historical Financial Information, included as Annexure 6 to the Prospectus.

3. Scope of work

Our work included:

Agreeing the Historical Financial Information to the underlying accounting records of Gardener Ross Holdings Limited, Reviewing the audit working papers of JA Visagie & Co.; Assessing the accounting principles used and significant estimates made by management; and Evaluating the overall financial information presentation.

We believe that our work provides a reasonable basis for our opinion.

4. Opinion

Based on our work, nothing has come to our attention that causes us to believe that the financial information of Gardener Ross Holdings Limited for the periods ended 28 February 2005 and 31 August 2005 in the Historical Financial Information, included as Annexure 6 to the Prospectus, do not give a true and fair view of the financial position of Gardener Ross Holdings Limited at those dates, and the results of its operations, changes in equity and cash flows for the periods then ended in accordance with South African Statements of Generally Accepted Accounting Practice and International Financial Reporting Standards, and in the manner required by the Companies Act in South Africa.

We consent to the inclusion of this report in the prospectus to be dated on or about 31 January 2006 in the form and context in which it appears.

Ernst & Young Registered Accountants & Auditors Chartered Accountants (SA) 30 January 2006

ANNEXURE 6

HISTORICAL FINANCIAL INFORMATION OF GARDENER ROSS HOLDINGS LIMITED [6(f)]

The financial statements set out below have been extracted from the audited annual financial statements for the 11 months ended 28 February 2005 (from date of incorporation of 24 March 2004) and the audited results for the interim 6 months ended 31 August 2005. The financial statements for these periods were audited respectively by JA Visagie & Co., and were reported on without qualification, although an emphasis of matter was noted with regard to going concern. The annual financial statements have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice and on the basis that the company is a going concern. Subsequent to 31 August 2005, Phase 1 of Gardener Ross Golf & Country estate was proclaimed and transfer of stands, amounting to approximately R157 million in sales revenue, commenced in October 2005. These proceeds will be used to repay the Phase 1 project funding reflected under current liabilities below.

Balance Sheet Audited 6 months Audited 31 August 2005 28 February 2005 R R ASSETS Non-current assets 188 801 135 33 829 911 Property, plant and equipment 112 207 282 -- Investments 4 000 000 -- Investment in associate -- 25 147 937 Goodwill 64 134 230 -- Loans receivable 8 459 623 8 681 974 Minority Deficit 2 623 393 -- Current assets 8 566 243 12 609 549 Assets held for sale -- 12 570 674 Trade and other receivables 8 255 850 49 Cash and cash equivalents 310 393 38 826 Deferred taxation 18 598 227 6 028 985 Total assets 218 588 997 52 468 445

EQUITY AND LIABILITIES Capital and reserves (26 290 129) (16 433 953) Share capital – ordinary shares 15 000 15 000 Accumulated deficit (26 305 129) (16 448 953) Non-current liabilities 125 613 611 68 902 398 Borrowings 125 613 611 68 902 398 Current liabilities 119 265 517 -- Accounts payable 24 645 852 -- Short-term portion of long-term loan 94 619 665 -- Total equity and liabilities 218 588 997 52 468 445

Ordinary shares in issue at period end 150 000 000 150 000 000 Net asset value per share (cents) (17.5) (11.0) Net tangible asset value per share (cents) (60.3) (11.0)

Income Statement Audited 6 months Audited 31 August 2005 28 February 2005 R R Revenue -- -- Investment income -- 2 061 604 Finance charges (6 450 251) (21 804 407) Operating expenses (635 608) (353 813) Loss from operations (7 085 859) (20 096 616) Loss from associate (4 624 250) (2 381 322) Loss before taxation (11 710 109) (22 477 938) Taxation 1 853 933 6 028 985 Loss attributable to ordinary shareholders (9 856 176) (16 448 953)

Loss per share (cents) (6.6) (11.0) 53

STATEMENT OF CHANGES IN EQUITY for the period ended 31 August 2005

Share capital Accumulated loss Total R R R Balance at 24 March 2004 15 000 -- 15 000 Net loss for the period -- (16 448 953) (16 448 953) Balance at 01 March 2005 15 000 (16 448 953) (16 433 953) Net loss for the period -- (9 856 176) (9 856 176) Balance at 31 August 2005 15 000 (26 305 129) (26 290 129)

CASH FLOW STATEMENT for the period ended 31 August 2005

Audited 6 months Audited 31 August 2005 28 February 2005 R R CASH FLOWS FROM OPERATING ACTIVITIES

Net loss before taxation (11 710 109) (22 477 938) Adjustment for: Interest paid 6 450 251 21 804 407 Interest received - (34 819)

Operating cash flows before working capital changes (5 259 857) (708 350)

Increase in accounts receivable (8 255 801) (49) Increase in accounts payable 24 645 852 -

Cash generated by/(utilised in) operations 11 130 193 (708 399)

Interest received - 34 819 Interest paid (6 450 251) (21 804 407) Normal tax paid -

Net cash flow from operating activities 4 679 942 (22 477 987)

CASH FLOWS FROM INVESTING ACTIVITIES

Decrease/ (increase) in investments 21 147 937 (35 689 978) Decrease/ (increase) in assets held for sale 12 570 674 (15 462 867) Acquisition of Subsidiary (189 680 215) --

Net cash flow from investing activities (155 961 604) (37 718 611)

CASH FLOW FROM FINANCING ACTIVITIES

Issuing of shares - 15 000 Decrease/ (increase) in loans 222 351 (8 681 974) Increase in long-term loans 151 330 878 68 902 398 Net cash flow from financing activities 128 681 724 60 235 424

Net movement in cash and cash equivalents 271 567 38 826

Cash and cash equivalents at beginning of period 38 826 --

Cash and cash equivalents at end of period 310 393 38 826

1. BASIS OF PREPARATION

The annual financial statements are prepared on the basis of going concern and in accordance with the requirements of South African Statements of Generally Accepted Accounting Practice. The financial statements are prepared under the historical cost convention as modified by the revaluation of certain property, plant and equipment, marketable securities and investment properties.

Unless otherwise specifically stated, this basis is consistent with that of the previous year.

1.1. Fixed property Development property is stated at cost. The property will be transferred to inventory as and when a township has been established.

1.2. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services in the normal course of business.

Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying value.

1.3. Basis of Consolidation

1.4. Associates These are long-term investments where the interests of the company are sufficiently material to enable it to exercise a significant influence over the financial and operating policies of the investee companies concerned. Interests in associates are accounted for using the equity method of accounting the company's share of the associate's profit or loss for the year is recognised in the income statement. The company's interest in the associate is carried in the balance sheet at an amount that reflects its share of the net assets of the associate and included goodwill on acquisition

The reporting dates of the associate and the group are identical and the associates’ accounting policies conform to those used by the group for like transactions and events in similar circumstances.

1.5. Borrowing cost Borrowing costs are recognised as an expense when incurred.

1.6. Provisions Provisions are recognised when the company has a present obligation as a result of a past event and it is probable that the company will be required to settle the obligation.

1.7. Investments Investments are those non-derivative financial assets that are designated as available for sale. After initial recognition, available for sale assets are measured at fair value with gains or losses being recognised as a separate component of equity until that investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

1.8. Goodwill The difference between the fair value of the consideration and the fair value of the net tangible assets of subsidiaries at the date of acquisition is charged or credited to goodwill arising on consolidation. In the event of a permanent impairment in the value of a subsidiary, the relevant balance is written off.

1.9. Financial instruments Financial instruments recognised on the balance sheet include bank overdraft, trade receivables, trade creditors and borrowings.

Trade receivables Trade receivables are carried at anticipated realisable value. An estimate is made for doubtful receivables based on a review of all outstanding amounts at year-end. 55

Bad debts are written off during the year in which they are identified.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, current bank accounts, and demand deposits that are readily convertible to known amount of cash and are subject to an insignificant risk of change in value.

Trade payables

Trade payables are measured at fair value.

1.10. Deferred tax

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient profit will be available to allow all or part of the deferred income tax assets to be utilised. Deferred tax assets are measured at tax rates that are expected to apply to the year when the assets are realised, based on tax rates that have been enacted at the balance sheet date.

1.11. Provision

Provisions are recognised when the company has a present obligation as a result of a past event and it is probable that the company will be required to settle that obligation.

6 Months 11 Months

Ending Ending 31/08/2005 28/02/2005 R R 2 PROPERTY, PLANT AND EQUIPMENT FIXED PROPERTY 112 207 282 -

At cost 8 066 467 - Cost capitalised- previous years 40 755 087 - Cost capitalised- current period 63 385 728 - The company owns one half share in portion 921 (a portion 332) of the farm Knopjeslaagte 385, Registration division JR Gauteng, measuring 141, 7622 Ha. The property was valued at R235 000 000 on 31 August 2005. Valuation done by professional Associated Valuer A.D. Visser Reg. No. 3629/4. Encumbered as per note 8.1

Subsequent to 31 August, Phase 1 of Gardener Ross Golf & Country Estate was proclaimed and stands are being transferred to owners. The cost of land will be transferred to inventory for conversion into sales.

3. INVESTMENTS Unlisted

Nondela Drakensburg Mountain Estate (Pty) Ltd 6 000 Ordinary shares of R 1 each. – At fair value 4 000 000 -

4. 6 Months 11 Months INVESTMENT IN ASSOCIATE Ending Ending 40 Ordinary shares (40%) of R 1 each and 29 debentures of R433 472 31/08/2005 28/02/2005 each in Gardener Ross Golf and Country Estate (Pty) Ltd. Carry value of investment - 25 147 937 Ordinary shares - 40 Net asset value - (3 488 043) Goodwill - 31 017 262 27 529 259 Loss since acquisition (2 381 322)

12 570 674 29 Debentures held for sale at fair value - 12 570 674

Summary financial information 37 718 611

Assets Non-current assets - 50 421 553 Current Assets - 4 530 716 Deferred Taxation - 2 715 901

Equity and Liabilities Capital and reserves - (9 137 002) Non-current liabilities - (49 467 197) Current liabilities - (17 337 975)

37 718 611

Turnover - -- Net profit - (416 995)

5 GOODWILL

Gardener Ross Golf & Country Estate (Pty) Ltd (90% owned) -Acquisition of 40% during 2004 31 017 262 - -Acquisition of additional 50% during 2005 33 116 968 - 64 134 230 -

6. LOANS RECEIVABLE

Gardener Ross International Finance (Pty) Ltd - 312 351 Royal Oak Development and Construction (Pty) Ltd 8 459 623 8 369 623 8 459 623 8 681 974

The loans are unsecured and interest free with no terms or date of

repayment fixed.

7. SHARE CAPITAL AUTHORISED 30 000 30 000 300 000 000 ordinary shares of R 0.0001 each

ISSUED 15 000 15 000 150 000 000 ordinary shares of R 0.0001 each

8. BORROWINGS

8.1. Secured -- -- Investec 94 619 665 - Short-term portion of long-term loan (94 619 665) - The loan is secured by a first mortgage bond over the property as per note 2, as well as all the rights, title and interest in and to present and future claims against the SA Revenue Services for Value Added Tax. The loan bears interest at prime bank overdraft rate less 0.5 % and is for a maximum period of 24 months commencing on the date upon which the capital or part thereof is advanced. The total approved loan amount is R 110 000 000. Date of repayment : 01 March 2006

8.2 Unsecured 125 613 611 68 902 398 - Gardener Ross Golf Country Estate (Pty) Ltd 9 102 902 - 20 unsecured debentures Each debenture represents a fairway stand in the future property

development or is redeemable for R650 000 cash.

68 802 398 Cumulative redeemable preference shares of R 0.9673 each. 68 802 398 68 802 398

Notwithstanding anything else contained in the Articles of the Company, the company shall be obliged to redeem the preference shares at par together with the premium of R0.033 per preference share on the first

business day following the expiry of 3 years and 1 day after the subscription of the preference shares in question, as to the premium portion thereof from the share premium of the company.

Provision for profit share - Investec 19 928 884 The financing contract with Investec stipulates that Investec will be - entitled to participate in 20% of the profits generated in all 3 (three) phases on the development, or a minimum deferred fee of R2 800 000. - Gardener Ross International Finance (Pty) Ltd 19 078 789 - Cannistraro Investments 165 (Pty) Ltd 4 000 000 Living Legacy Trust - 100 000 The JCM Trust 4 700 638 -

The loans are unsecured and interest free with no terms or date of repayment fixed, except The JCM Trust which carries interest @ 18% p.a. and repayable on 31 March 2007. 125 613 611 68 902 398

9. TAXATION

Net loss for the period (7 085 859) (20 096 616) Less calculated assessable loss - beginning of period (20 096 616) -

Calculated assessable loss (27 182 475) (20 096 616)

Total taxation 1 853 933 6 028 985

Normal SA Taxation - - Deferred taxation 1 853 933 6 028 985

Deferred Taxation Opening Balance 6 028 985 Deferred taxation for the year 1 853 933 6 028 985 On calculated assessed loss 2 054 899 6 028 985 Rate adjustment (200 966) - Closing balance 7 882 917 6 028 985 58

10. INVESTMENT INCOME - 2 061 604 Profit from sale of debentures - 373 537 Fair value adjustment of assets held for sale 1 653 248 Interest received - 34 819

11. FINANCE CHARGES Interest paid 6 450 251 21 804 407

12. LOSS FROM OPERATIONS Loss from operations is arrived at after taking the following into account:

Profit from sale of debentures - 373 537

Fees - Legal expenses 344 015 15 550 - Audit Fees 10 125 -

13. CONTINGENT LIABILITY

Agreements were signed on the 15th of August for the acquisitions of 100% of the shareholding in Chestnut Hill Investments 111 (Pty) Ltd, with a 60% vested interested in the Cluster Home Developments of Gardener Ross Golf and Country Estate (Pty) Ltd. The Purchase consideration for Chestnut Hill Investment 111 (Pty) Ltd will be R 48

million and for Eagle Creek Investments 257 (Pty) Ltd, will be R 15 million. Both acquisitions will be completed upon capitalisation and listing of Acc-Ross Holdings Limited, as 100% shareholder of Gardener Ross Holdings Limited. These companies have not been included in the results of the company above.

14. RELATED PARTIES

Transaction with Income from Expenses paid to Amounts owed by Amounts owed to related parties related related parties related parties related parties parties

Aug Feb Aug Feb Aug Feb Aug Feb 2005 2005 2005 2005 2005 2005 2005 2005

The JCM Trust - - 521 347 579 290 - 4 700 638 5 579 290 Gardener Ross International Finance (Pty) Ltd - - 1 225 000 2 843 860 - 312 351 19 078 789 - Devco Africa (Pty) Ltd - - 1 850 000 4 353 155 - - 342 000 Gardener Ross Golf & Country Estate (Pty) Ltd - - - - - 1 200 001 Royal Oak Development & Construction (Pty) Ltd - - 8 459 623 8 369 623 - - 3 596 347 7 776 305 8 459 623 8 681 974 24 979 428 5 921 290

Gardener Ross International Finance (Pty) Ltd had a 50% interest in Gardener Ross Golf & Country Estate (Pty) Ltd until 15 August 2005.

One of the directors is a trustee of The JCM Trust.

Devco Africa (Pty) Ltd has a 10% interest in Gardener Ross Golf & Country Estate (Pty) Ltd. A director of Royal Oak Development & Construction (Pty) Ltd is a director of the company

The company owns the following assets in Gardener Ross Golf & Country Estate (Pty) Ltd: 90 Ordinary Shares of R1 each at cost 55 856 776 29 Debentures 15 462 867 71 319 643 59

ANNEXURE 7

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PROFIT FORECASTS OF ACC-ROSS HOLDINGS LIMITED

The Directors Acc-Ross Holdings Limited PO Box 62937 Marshalltown 2107

30 January 2006

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT IN RESPECT OF THE PROFIT FORECAST OF ACC-ROSS HOLDINGS LIMITED (“ACC-ROSS”)

We have examined the property forecast and related assumptions of Acc-Ross for the financial periods ending 28 February 2006 and 28 February 2007 as set out in the attached Annexure 8. The loss attributable to ordinary shareholders before distribution amounts to R45 million for the year ended 28 February 2006, while the profit attributable to ordinary shareholders for the year ended 28 February 2007 amounts to R73 million. Headline earnings attributable to ordinary shareholders for the year ended 28 February 2007 amounts to R143 million.

Directors’ responsibility The directors are responsible for the forecast, including the assumptions set out in Annexure 8, on which it is based, and for the financial information from which it has been prepared.

This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes:

• determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast; • whether the forecast has been properly compiled on the basis stated; and • whether the forecast is presented on a basis consistent with the accounting policies of the company or group in question.

Reporting accountants’ responsibility Our responsibility is to provide a limited assurance report on the forecast prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in Acc-Ross’s prospectus. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information. This standard requires us to obtain sufficient appropriate evidence as to whether or not:

• management's best-estimate assumptions on which the forecast is based are not unreasonable and are consistent with the purpose of the information; • the forecast is properly prepared on the basis of the assumptions; • the forecast is properly presented and all material assumptions are adequately disclosed; and • the forecast is prepared and presented on a basis consistent with the accounting policies of the company or group in question for the period concerned.

In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Information and sources of information In arriving at our conclusion, we have relied upon forecast financial information prepared by management of Acc-Ross and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:

the audited historical financial information; management prepared forecasts for the years ended 28 February 2006 and 28 February 2007; discussions with management of Acc-Ross regarding the forecasts presented; discussions with management of Acc-Ross and independent participants in the industry regarding the prevailing market and economic conditions; and expense forecasts prepared by the quantity surveyors overseeing the projects.

Procedures

In arriving at our conclusion, we have performed the following procedures: 60

Sales income The business plan in connection with the property development was reviewed and discussed with the property developer; and the levels of expected sales were discussed with the property developer, as well as the agents responsible for marketing the developments.

Expenses Expenses were compared to the detailed expense forecasts prepared by the quantity surveyors overseeing the projects. The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by paragraph 13.6 (a)(v) of the Listings Requirements, were disclosed.

Portfolio expenses The forecast interest income, interest expense and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated.

Application of accounting policies We ascertained that the accounting policies to be applied by Acc-Ross in the future were applied consistently in arriving at forecast income, and agreed to the disclosed accounting policies and International Financial Reporting Standards for the respective accounting period. Variances and matters of principle were primarily discussed with the financial director of Acc-Ross.

Model review In order to ensure that the forecast model for the property income and expenses was accurate and reliable, we performed a high level review to determine the consistency and mathematical accuracy of the model.

Accuracy of information We have relied upon and assumed the accuracy and completeness of the information provided to us in writing by, or obtained through discussions with the management of Acc-Ross. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the property forecast and relevant information included in the prospectus.

Conclusion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:

• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast; • the forecast has not been properly compiled on the basis stated; • the forecast has not been properly presented and all material assumptions are not adequately disclosed; and • the forecast is not presented on a basis consistent with the accounting policies of the company or group in question.

Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast.

Our report and the conclusion contained herein is provided solely for the benefit of the board of directors of Acc-Ross and existing and prospective shareholders of Acc-Ross for the purpose of their consideration of the proposed listing. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

ERNST & YOUNG Chartered Accountants (SA) Registered Accountants and Auditors Johannesburg

ANNEXURE 8A

PROFIT FORECAST ON ACC-ROSS ASSUMING THE PRIVATE PLACEMENT IS FULLY SUBSCRIBED

Notes 28 February 2006 28 February 2007 R R Revenue 2 157 548 140 1 226 525 909 Cost of sales 3, 8 (91 486 275) (824 159 344) Gross profit 66 061 865 402 366 565 Interest earned 2 707 -- Operating expenses 3 (34 243 205) (75 094 371) Impairment of goodwill 4 (25 484 428) (70 609 721) Donation to empowerment fund - (2 706 181) Operating profit before interest 6 336 939 253 956 292 Finance costs 5 32 993 888 82 736 297 (Loss)/profit before taxation (26 656 949) 171 219 995 Taxation 8 478 768 65 678 952 Secondary Tax on Companies 1 662 500 4 708 041 (Loss)/profit after taxation (28 798 217) 100 833 002 Minority interest in subsidiaries 2 850 448 28 199 634 Preference dividends 6 13 300 000 -- (Loss)/profit attributable to ordinary shareholders (44 948 665) 72 633 368 Ordinary dividends - proposed 7 -- 37 664 328 Fully diluted shares (‘000’s) 1 091 641 000 1091 641 000 (Loss)/earnings per share (cents) (4.1) 6.6 Headline (loss)/earnings per share (cents) (1.8) 13.1 Dividend per share – proposed (cents) -- 3.4 Notes 1. The profit forecasts in column 1 and 2 are based on the assumption that the listing on the JSE and the full capital raising of R326 000 000 are achieved prior to 28 February 2006. 2. The revenue for 2006 and 2007 is based on the sales of stands in the various developments with specific starting dates. 3. Cost of sales primarily comprises land development costs, adjusted for stock on hand, and operating costs mainly relating to project costs, with 2006 relating to Phase 1 of Golf and Country Estate and 2007 as detailed in the segmental analysis below. For 2006, operating costs comprise marketing costs of R20.7 million, professional endorsement fees of R7 million with the balance relating to head office and project administration costs. Operating costs for 2007 comprise marketing costs of R37.1 million, commissions of R24.6 million with the balance relating to head office and project administration costs. 4. The goodwill amount of R130 181 601 is impaired in relation to stand sales over the next three years as follows: 2006 – R 25 484 428, 2007 – R 70 609 721 and 2008 – R 34 087 452 5. Finance costs include a 20% profit share in favour of Investec Bank Limited on the Golf and Country Estate project. 6. The18.75% preference dividend payable on the Gardener Ross Preference Shares. 7. A proposed dividend distribution of 25% on profit after tax, but before goodwill impairment is assumed in the second year, with STC being assumed at 12.5%. 8. Included in cost of sales are the following fair value adjustment amounts attributable to stand sales in Golf and Country Estate; 2006: 23 699 413 and a resultant deferred tax credit of R6 872 830, 2007: R65 663 978 and a resultant deferred tax credit of R19 042 554. 9. It is assumed that there will be no major changes in the economic environment nor will interest rates fluctuate materially. 10. It is assumed that there will be no changes in legislation affecting the company. 11. Comuine, Vilanculos enjoys a ten year income tax break from Mozambican authorities. 12. A segmental analysis of projects for 2007 and head office costs is set out below: ANALYSIS PER PROJECT Cost of Operating Sales sales Gross profit expenditure Interest Taxation Minority Total Gardener Ross 435,043,872 277,059,800 157,984,072 33,973,927 46,457,120 22,490,378 5,506,264 49,556,383 Eagle Creek 163,372,527 105,025,196 58,347,331 -- -- 16,920,729 16,570,640 24,855,962 Lizard Point 243,914,910 139,372,249 104,542,661 14,407,406 11,863,711 23,014,920 55,256,624 The Ponds 59,967,319 35,996,835 23,970,484 5,138,810 9,222,228 2,786,740 6,822,706 Vilanculos 96,192,575 57,159,173 39,033,402 5,759,301 7,314,441 0 25,959,660 Blue Horizon 13,257,916 9,280,542 3,977,374 375,530 1,229,606 714,831 336,858 1,320,549 Rockridge 47,043,413 33,400,823 13,642,590 300,000 5,371,668 2,318,456 2,929,459 2,723,007 Brooklyn Stone 120,698,289 85,188,241 35,510,048 3,854,600 1,137,689 8,742,749 21,775,010 Royal Palms 47,035,088 16,012,507 31,022,581 3,700,797 139,834 7,732,703 2,856,413 16,592,834 Fair value adj. 65,663,978 -65,663,978 7,584,000 -73,247,978 Goodwill 70,609,721 -19,042,554 -51,567,167 1,226,525,909 824,159,344 402,366,565 145,704,092 82,736,297 65,678,952 28,199,634 80,047,590

ANNEXURE 8B

PROFIT FORECAST ON ACC-ROSS HOLDINGS LIMITED ASSUMING NO CAPITAL IS RAISED

Notes 28 February 2006 28 February 2007 R R Revenue 2 157 548 140 846 692 159 Cost of sales 3, 8 (91 486 275) (583 296 775) Gross profit 66 061 865 263 395 384 Interest earned 2 794 617 913 Operating expenses 3 (33 194 372) (63 520 928) Impairment of goodwill 4 (25 484 428) (70 609 721) Donation to empowerment fund - (696 094) Operating profit before interest 7 385 859 129 186 554 Finance costs 5 31 522 278 59 598 353 (Loss)/profit before taxation (24 136 419) 69 588 201 Taxation 8 1 249 722 42 440 536 Secondary Tax on Companies 1 662 500 4 717 418 (Loss)/Profit after taxation and before dividends (27 008 641) 22 430 247 Minority interest in subsidiaries 3 224 943 8 362 677 Preference dividends 6 13 300 000 13 300 000 (Loss)/profit attributable to ordinary shareholders (43 533 584) 767 570 Proposed ordinary dividend 7 -- 24 439 347 Fully diluted shares (‘000’s) 765 641 000 765 641 000 (Loss)/earnings per share (cents) (5.7) 0.1 Headline (loss)/earnings per share (cents) (2.3) 9.3 Dividend per share – proposed (cents) -- 3.1 Notes 1 The profit forecasts in column 1 and 2 are based on the assumption that the listing on the JSE is achieved prior to 28 February 2006, but R NIL of the capital raising of R326 000 000 is achieved. 2 The revenue for 2006 and 2007 year are based on the sales of stands in the various developments with specific starting dates. 3 Cost of sales primarily comprises land development costs, adjusted for stock on hand, and operating costs mainly relating to project costs, with 2006 relating to Phase 1 of Golf and Country Estate and 2007 as detailed in the segmental analysis below. For 2006, operating costs comprise marketing costs of R19.7 million, professional endorsement fees of R7 million with the balance relating to head office and project administration costs. Operating costs for 2007 comprise marketing costs of R34.5 million, commissions of R16.2 million with the balance relating to head office and project administration costs. 4 The goodwill amount of R130 181 601 is impaired in relation with stand sales over the next three years: 2006 – R 25 484 428 2007 – R 70 609 721 2008 – R 34 087 452 5. The donation to the empowerment fund is based on 2.5% of after tax profits. 6. The18.75% preference dividend payable on the Gardener Ross Preference Shares. 7. A dividend distribution of 25% on profit after tax, but before impairment of goodwill, is assumed in the second year, with STC being assumed at 12.5%. 8. Included in Cost of Sales are the following fair value adjustment amounts attributable to stand sales in Golf and Country Estate; 2006: R23 699 413 and a resultant deferred tax credit of R6 872 830, 2007: R65 663 978 and a deferred tax credit of R19 042 554. 9. It is assumed that there will be no major changes in the economic environment nor will interest rates fluctuate materially. 10. It is assumed that there will be no changes in legislation affecting the company. 11. Comuine, Vilanculos enjoys a ten year income tax break from Mozambican authorities. 12. Segmental analysis of projects for 2007 and head office is set out below: ANALYSIS PER PROJECT Gross Operating Sales Cost of sales profit expenditure Interest Taxation Minority Total Gardener Ross 435,043,872 277,059,800 157,984,072 33,973,927 46,457,120 22,490,378 5,506,264 49,556,383 Lizard Point 243,914,910 139,372,249 104,542,661 14,407,406 11,863,711 22,517,406 55,754,138 Brooklyn Stone 120,698,289 85,188,241 35,510,048 3,854,600 1,011,483 8,742,749 21,901,216 Royal Palms 47,035,088 16,012,507 31,022,581 3,700,797 -351,822 7,732,703 2,856,413 17,084,490 Fair value adj. 65,663,978 -65,663,978 7,584,000 -73,247,978 Goodwill 70,609,721 -19,042,554 -51,567,167 846,692,159 583,296,775 263,395,384 134,130,451 58,980,492 42,440,682 8,362,677 19,481,082

ANNEXURE 9

ALTERATIONS TO SHARE CAPITAL AND PREMIUM ON SHARES [6(a)(ii), 8(d), 11]

Full Name Number of Par Date Issue Price Shares value

Issued share capital pre sub-divisions On Incorporation – TB Davies (transferred to 100 R1.00 14 January 2000 R1.00 Arcay Corporate Services) Sub-division 100 000 R0.001 13 September 2000 Issue – Arcay Corporate Services 2 589 100 R0.001 28 February 2005 R0.001 Issue – Acquisition of Accretio group of companies 45 025 000 R0.001 28 February 2005 R0.001

Total prior to sub-division 47 714 100 R0.001

Sub-division 477 141 000 R0.0001 31 August 2005 Issue – Acquisition of 100% of Gardener Ross 260 000 000 R0.0001 31 August 2005 R0.625

In issue as at 31 August 2005 737 141 000 R0.0001

Issue – Acquisition of 50% of Tauve 6 500 000 R0.0001 14 October 2005 R1.00 Issue – Acquisition of 25% of Peel Pickering 2 000 000 R0.0001 14 October 2005 R1.00 Issue – Acquisition of Comuine Golf Estate 4 000 000 R0.0001 14 October 2005 R1.00 Issue – Directors and employees in lieu of share incentive scheme 16 000 000 R0.0001 23 November 2005 R0.0001

In issue before the offer 765 641 000 R0.0001

Private placement 326 000 000 R0.0001 To be issued in R1.00 terms of this private placement In issue after the offer 1 091 641 000 R0.0001

Changes to authorised share capital

On 13 September 2000, the shareholders approved a resolution to sub-divide the authorised share capital from R1 000 divided into 1 000 ordinary shares of R1.00 each into R1 000 divided into 1 000 000 ordinary shares of R0.001 each.

On 13 September 2000, the shareholders approved a resolution to increase the authorised share capital from R1 000 to R200 000 by the creation of 199 000 000 ordinary shares of R0.001 each, thereby increasing the authorised share capital to 200 000 000 shares of R0.001 each.

On 31 August 2005, the shareholders approved a resolution to sub-divide the authorised share capital from R200 000 divided into 200 000 000 ordinary shares of R0.001 each into R200 000 divided into 2 000 000 000 ordinary shares of R0.0001 each.

The share premium on the issue of shares has been credited to the share premium account and may be used for the purposes for which the share premium account may be used. The reason for issuing the shares at a premium is that the directors were of the opinion that the value of the company had increased in a manner that justified the issue of shares at various premiums at which shares have been and are to be issued.

ANNEXURE 10

DETAILS OF IMMOVABLE PROPERTY OWNED AND LEASED FROM THIRD PARTIES

Details of immovable property owned

Current Valuation Project Name Location Province Bonded to Size zoning

Comuine Golf 400 Estate Vilanculos Mozambique N/A Hectares N/A R24m

Investec 380 GRGE Centurion Gauteng Bank Hectares Township R239m

Brooklyn Pretoria, Imperial 0,6268 Special Stone Brooklyn Gauteng Bank Hectares Residential R10m

195 The Ponds Johannesburg Gauteng N/A Hectares Agricultural R53m

8.5 Royal Palms Plettenberg Bay Western Cape Investec Hectares Agricultural R18m

700 Lizard Point Vaal Dam Free State N/A Hectares Agricultural R170m

Blue Horizon 76 View Port Elizabeth Eastern Cape Nedbank Hectares Agricultural R18m

Durbanville 350 land Cape Town Western Cape NIL Hectares Agricultural R176m

Investec 14 Eagle Creek Centurion Gauteng Bank Hectares Township n/a

166 Rock Ridge Near Parys Free State N/A Hectares Resort R45m

Details of immovable property leased from third parties

Landlord Type of Location Expiry Lessee Monthly Area Escalation premises date rental (m2) and (Rands) frequency Two Ships Trading Offices Section 7, Monthly Accretio R23 607.12, 432 10% per 193 (Pty) Ltd, Unit 7A, 49 lease Holdings excluding annum Registration De parking bays number Havilland 2004/033516/07 * Crescent, Persequor Techno Park * held 24,5% by Accretio Investments (Pty) Ltd

ANNEXURE 11

OTHER DIRECTORSHIPS HELD BY DIRECTORS OF ACC-ROSS HOLDINGS LIMITED

Set out below are the names of all companies and partnerships of which the directors of Acc-Ross have been a director within the past five years.

Name Company Nature of business Country of incorporation Johannes GR Equity (Proprietary) Limited Property Holding RSA Jacobus Mining End of Life Solutions (Proprietary) Limited Dormant RSA Verster Accretio Communication Technologies (Proprietary) Dormant RSA Limited Exclusive Residential Solutions (Proprietary) Limited Real Estate Brokers RSA Accretio Property Development (Proprietary) Limited Property Development RSA Seven Seasons Trading 60 (Proprietary) Limited Property Holdings RSA Eagle Creek Investments 74 (Proprietary) Limited Property Holdings RSA Redlex 89 (Proprietary) Limited Property Holdings RSA Accretio Investments (Proprietary) Limited Investment Holdings RSA Timeworx Concierge Services (Proprietary) Limited Dormant RSA Accretio Holdings (Proprietary) Limited Property Holdings RSA Accretio Hotel and Leisure (Proprietary) Limited Hotel and Leisure RSA Development Accretio Sport Management and Marketing (Proprietary) Sports Marketing and RSA Limited Management Wapadrand Hotel (Proprietary) Limited Dormant RSA Bahia Hotel (Proprietary) Limited Dormant RSA Two Ships Trading 193 (Proprietary) Limited Proper RSA

Arthur Buti Thebe Investment Corporation (Pty) Limited Investment Holding RSA Mashiatshidi Howden Africa Limited Heavy Engineering RSA Decorum Capital Partners (Pty) Limited Private Equity RSA Management Endress + Hauser (Pty) Limited Measurement Tech RSA Unity Insurance (Pty) Limited Short Term Insurance RSA Kaya FM (Pty) Limited Radio Broadcasting RSA

Nakedi Acc-Ross Holdings Limited Property and Leisure RSA Mathews Development. Phosa African Legal Networks Legal Insurance RSA Asambeni Holdings (Proprietary) Limited Investments RSA Comati Logging Forestry RSA Die AHI Business Chamber RSA du Toit Smuts & Mathews Phosa Incorporated Legal RSA Empowergro Investments (Proprietary) Limited BEE transactions RSA Enterprise Outsourcing Holdings Limited Technology RSA Forum Trust Liquidators RSA Hans Merensky Holdings (Proprietary) Limited Forestry RSA HWJ Timbers Forestry RSA Inani Investments (Proprietary) Limited Logistics RSA Indiza Terra Housing Projects (Proprietary) Limited Housing RSA Karimu 2005 Investments (Proprietary) Limited Property development RSA Kgato Investments (Proprietary) Limited BEE RSA Lowveld Chamber of Business and Tourism Business and tourism RSA Mafika Group Investment holding RSA company Mathews Phosa & Associates (Proprietary) Limited Consulting services RSA Mbombela Group Developments RSA Multisource Telecoms (Proprietary) Limited Telecoms RSA Nelspruit Project Management & Development Services Property investment RSA Ndonsa Investments (Proprietary) Limited Shipping & other RSA Power Matla (Proprietary) Limited Manufacturer of power RSA 66

distribution products SA Golden Leaf Limited Tobacco RSA SJW Motors (Proprietary) Limited Motor vehicles RSA Time Business Innovations Consultancy Consulting Services RSA Tornado Transport (Proprietary) Limited Transport RSA Value Logistics Limited Transport RSA Vela VKE Consulting Engineers (Proprietary) Limited Consulting Engineers RSA Vuka Group Forestry RSA Zero Pollution Motors South Africa (Proprietary) Limited Motor Vehicles RSA

Nolene None n/a n/a Owen Ephraim Midas (Proprietary) Limited Parts business RSA Matsisele Carnivore (Proprietary) Limited Restaurant RSA Sono Affirmed (Proprietary) Limited Hotel RSA

Khehla Sun International Hotel & Leisure (Proprietary) Limited Hotel & gaming RSA Samuel Khehla Mthembu & Associates (KMA) Workforce Mthembu Solutions (Proprietary) Limited Executive search RSA Wananchi Investments (Proprietary) Limited Investment holdings RSA Wananchi TEB (Proprietary) Limited Technology RSA

ANNEXURE 12

DETAILS OF SPECIAL RESOLUTIONS

Date Special resolution concerning

13 September 2000 No 1: Authorised share capital of the company of 1 000 ordinary shares of R1.00 are each subdivided into 1 000 000 ordinary shares of 0.1 cent each;

No 2: Authorised share capital of the company increased from R1 000 to R200 000 by the creation of 199 000 000 ordinary shares of 0.1 cent each, ranking pari passu with existing ordinary shares in the capital of the company;

No 3: The name of the company changed from Arcfin Trading 45 (Pty) Ltd to Le- Sel Holdings Ltd and that the company is converted from a private company to a public company;

No 4: The shortened form Le-Sel Ltd is approved and accepted;

No 5: In terms of section 55 and 62 of the Companies Act 61 of 1973, as amended, the new memorandum of association as well as the new articles of association in the form submitted to the meeting are adopted as the memorandum of association and articles of association of the company.

31 August 2005 Authorised share capital of the company of R200 000 comprising 200 000 000 ordinary shares of R0.001 are each subdivided into 2 000 000 000 ordinary shares of R0.0001 each;

16 November 2005 The name of the company changed from Le-Sel Holdings Ltd to Acc-Ross Holdings Limited.

Pending at last practicable date In terms of section 55 and 62 of the Companies Act 61 of 1973, as amended, the new memorandum of association as well as the new articles of association in the form submitted to the meeting are adopted as the memorandum of association and articles of association of the company.

ANNEXURE 13

CODE OF CORPORATE PRACTICE AND CONDUCT

Code of Corporate Practice and Conduct

The directors of Acc-Ross endorse the Code of Corporate Practices and Conduct as set out in the King Committee Report on Corporate Governance (“King Code”) and recognise their responsibility to conduct the affairs of Acc-Ross with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Acc-Ross.

The directors have, accordingly, established procedures and policies appropriate to Acc-Ross’ business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time.

The directors of Acc-Ross will adopt the principals of the code, being fairness, accountability, responsibility and transparency.

The formal steps taken by the directors are as follows:

5.1. Directors The Board

The board of directors shall meet regularly every month and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice, procedures have been put in place by the board for such advice to be sought at the company’s expense.

All directors shall have access to the advice of the company secretary as and when the need arises. The appointment or dismissal of the company secretary shall be decided by the board as a whole and not one individual director.

Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the company’s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an ongoing basis to ensure that directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the company, and reporting thereon in a timely and transparent manner.

Chairman and Chief Executive Officer

The offices of Chairman and Chief Executive Officer shall be fulfilled by two different, independent persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being a non-executive director. Mr Arthur Mashiatshidi is the chairperson of Acc-Ross while Mr. Jaco Verster is the chief executive officer. [7.F.6.(b), 7.F.6.(c)]

Board balance [7.F.6.(b)]

The board shall include both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions. The board of directors of Acc-Ross consists of 7 members, 4 of whom are non-executive.

Supply of information

Management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all company information, records, documents and property. Not only will the board look at the quantitative performance of the company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The chairman must ensure that all directors are adequately briefed prior to board meetings.

Delegation of duties

Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

Appointments to the Board

A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number fixed by the articles of association, being twenty. [7.F.6.(a)]

The company does not have a nomination committee at present. This will be reconsidered in the future.

5.2. Directors’ remuneration

Remuneration policy [7.F.6.(g)]

A remuneration committee comprising two non-executive directors has been established to make recommendations to the board concerning the remuneration of directors. The names of the members of the remuneration committee from time to time shall be disclosed in the annual report of the company. In determining the remuneration of directors, the committee shall take heed of issues such as market norms, staff retention, the performance of directors, and have access to outside consultation if necessary. The Chairman and/or Chief Executive Officer shall also be consulted.

Service contracts and compensation

Acc-Ross has not entered into fixed term service contracts with any of its executive directors. All non- executive directors are subject to retirement by rotation and re-election by Acc-Ross shareholders at least once every three years in accordance with the articles of association.

5.3. Accountability and audit

Financial reporting

The board is responsible for the group’s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the company’s auditors. The board is responsible for presenting a balanced and understandable assessment of the company’s financial position with respect to all financial and price sensitive reports on the company.

Internal control

The directors shall conduct an annual review of the company’s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the company.

An audit committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified, and are being suitably managed, and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services. [7.F.6.(d), 7.F.6.(g)].

The designated advisor and the non-executive directors will be appointed to the committee. [21.6]

5.4. Relations with shareholders

It is the policy of Acc-Ross to meet with its shareholders and investment analysts, as well as to provide presentations on the company and its performance.

The board shall ensure that institutional shareholders are supplied with all the information necessary in order that they make considered use of their votes, and assess the corporate governance of the company.

5.5. Dealing in securities

The board has established procedures regarding the legislation that regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. No director or the company secretary shall deal in the securities of the company during a closed period as well as whilst the company is trading under a cautionary.

The company secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the company.

ANNEXURE 14

MATERIAL BORROWINGS AND INTER-COMPANY LOANS

At the last practicable date Acc-Ross had the following material borrowings and inter-company loan commitments:

Company Party Amount Repayment terms Security Interest rate (R) Secured Golf and Investec 22 861 308 (1) Total facility of R334 000 000, Assets of Golf Prime less 0.5% Country Bank 5 889 591 (2) through 3 accounts, comprising and Country plus a 20% Estate Limited 4 546 864 (3) three rolling tranches of Estate profit share in R110 000 000 linked to phases of the Golf and development and bridging funding Country Estate

GR Equity Nedbank 335 862 Active bond, no fixed repayment Remainder of Prime less 1.5% Limited terms Farm Buffelsfontein 477 Redlex Imperial 3 588 061 Temporary 4 month facility with Property 10.5% per Bank extension of 10 months once annum Limited feasibility reports are received

Seven Investec Nil Twelve month facility Portion 47 of Prime less 1% Seasons Bank commencing from date of the farm Ganse plus raising fee Limited registration of property (expected Vallei No 44 of R5 million February 2006) Plettenberg Bay Unsecured Chestnut Hill The JCM 6 250 000 None specified None 18% per annum Trust Golf and The JCM 4 500 000 None specified None 18% per annum Country Trust Estate

Gardener JF de Beer 2 000 000 Temporary loan to facilitate the None 0% per annum Ross acquisition of 10% in Nondela, no Holdings fixed terms of repayment but will be repaid from proceeds of offer

Redlex JJ Verster 900 000 None specified None 0% per annum

GR Equity JJ Verster 751 927 None specified None 0% per annum

Tauve JJ Verster 657 258 None specified None 0% per annum

Accretio JJ Verster 545 044 None specified None 0% per annum Property Development

Seven JJ Verster 244 384 None specified None 0% per annum Seasons

Accretio JJ Verster 130 None specified None 0% per annum Holdings

Accretio Noble 1 500 000 None specified None Prime plus 4% Property House per annum Development Trust

ANNEXURE 15

SUBSIDIARY COMPANIES

Name Issued share % held Main business Shares held by capital Accretio 100 100% Property development Acc-Ross Gardener Ross 150 000 000 100% Property development Acc-Ross Eagle Creek 100 60% Investments Gardener Ross Golf and Country Estate 100 90% Property development Gardener Ross Accretio Investments 100 100% Investments Accretio APD 100 100% Property holdings Accretio Northern Jungle 100 100% Property development Accretio Redlex 100 50% Property development Accretio Seven Seasons 100 42.5% Property development Accretio GRE 100 80% Property development Accretio Tauve 100 50% Property holding Accretio ECI 100 100% Property development Accretio

ANNEXURE 16

EXTRACTS FROM THE ARTICLES OF ASSOCIATION [2(b), 2(c) and 2(e)]

Extract from the articles of association of Acc-Ross. The information below has been extracted from the articles of Acc-Ross in respect of the directors of Acc-Ross:

“DIRECTORS 53 Subject to the provisions of the Act, unless otherwise determined by a general meeting, the number of directors shall be not be less than four or more than twenty and the names of the first directors may be determined in writing by a majority of the subscribers of the memorandum. Until directors are appointed, whether or not the directors have been named by a majority of the subscribers of the memorandum every subscriber of the memorandum shall be deemed for all purposes to be a director of the company. 54. The directors shall have the power at any time and from time to time to appoint anyone as a director, either to fill a casual vacancy in the directors or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number fixed by or in accordance with these articles and the appointment of any director so appointed shall cease at the conclusion of the next annual general meeting, unless it is confirmed at that annual general meeting. Notice of such meeting shall be sufficient to allow nominations to be sent to the company’s office from any part of the Republic of South Africa. 55. The continuing directors may act, notwithstanding any vacancy in their number, but if and for so long as their number is reduced below the minimum number of directors required to act as such for the time being, the continuing directors may act only to – 55.1 increase the number of directors to the required minimum, or 55.2 summon a general meeting for that purpose, provided that if there is no director able or willing to act, then any member may convene a general meeting for that purpose. 56 Neither a director nor an alternate director shall be obliged to hold any qualification shares. A director who is not a member shall be entitled to receive notice of and to attend and speak, but not vote, at any general meeting of the company. 57 The company in a general meeting as such shall determine the remuneration of the directors for their services from time to time. 58 The directors shall be paid all their travelling, subsistence and other expenses properly and necessarily incurred by them in and about the execution of their duties in the company or in and about the business of the company, and in attending meetings of the directors or of committees thereof; If any director is required to perform extra services or to go to reside abroad or otherwise shall be specifically occupied about the company’s business, or perform services which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, they shall be entitled to receive such extra remuneration as is determined by a disinterested quorum of directors, which may be either in addition to or in substitution for any other remuneration. 59 Subject to the provisions of the Act, a director may be employed in any other capacity in the company or as a director or employee of a company controlled by, or itself a subsidiary of, this company, other than that of auditor of the company or of any subsidiary company, and that in this event, the terms of their appointment, remuneration and otherwise in respect of such other office must be determined by a disinterested quorum of directors, and any remuneration so paid may be in addition to any other remuneration payable.

ALTERNATE DIRECTORS 60 Each director shall have the power to nominate any person who is a shareholder of the company (except where the company is a wholly owned subsidiary, when such person need not be a shareholder) possessing the necessary qualifications of a director, to act as alternate director in his place during his absence or inability to act as such director, provided that the appointment of an alternate director shall be approved by the board, and on such appointment being made, the alternate director shall, in all respects, be subject to the terms, qualifications, and conditions existing with reference to the other directors of the company. 61 The alternate directors, whilst acting in the stead of the directors who appointed them, shall exercise and discharge all the powers, duties and functions of the directors they represent. The appointment of an alternate director shall be revoked, and the alternate director shall cease to hold office, whenever the director who appointed him ceases to be a director or gives notice to the secretary of the company that the alternate director representing him has ceased to do so or if the other directors reasonably withdraw their approval to his appointment, and in the event of the disqualification or resignation of any alternate director during the absence or inability to act of the director whom he represents, the vacancy so arising shall be filled by the chairman of the directors who shall nominate a person who is a shareholder of the company (except where the company is a wholly owned subsidiary, where such person need not be a shareholder of the company) to fill such vacancy, subject to the approval of the board. 62 An alternate director shall – 62.1 only be entitled to attend or act or vote at any meeting of directors if the director to whom he is an alternate is not present, provided that - 62.1.1 he may attend a meeting of directors at which the director to whom he is an alternate is present if the other directors agree thereto; 62.1.2 any person attending any meeting of directors as a director in his own right and/or as an alternate for one or more directors shall have one vote in respect of each director whom he represents, including himself if he is a director; 62.2 only be entitled to sign a resolution passed otherwise than at a meeting of directors in terms of these articles if the director to whom he is an alternate is then absent from the town in which the office is situated, or is incapacitated;

62.3 subject to the foregoing, generally exercise all the rights of the director to whom he is an alternate in the absence or incapacity of that director; 62.4 in all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the director to whom he is an alternate, but shall not have any claim of any nature whatsoever against the company for any remuneration of any nature whatsoever.

POWERS AND DUTIES OF THE DIRECTORS 63 Subject to any limitation imposed by these articles, the management of the business and the control of the company shall be vested in the directors, who, in addition to and without limitation of the powers expressly conferred upon them by the Act or these articles, may exercise or delegate to any one or more persons all such powers and do or delegate to any one or more persons the doing of all such acts (including the right to sub-delegate) as may be exercised or done by the company and are not in terms of the Act or by these articles expressly directed or required to be exercised or done by the company in general meeting, subject, nevertheless, to that management and control – 63.1 not being inconsistent with, or 63.2 being in compliance with, any resolution passed by a general meeting. No such resolution passed by the company in general meeting shall invalidate any prior act of the directors or any delegate, which would have been valid if such resolution had not been passed. 64 Subject to the provisions of the Act, that although the directors shall have the power to enter into a provisional contract for the sale or alienation of the whole or substantially the whole of the undertaking of the company, or the whole or the greater part of the assets of the company, such provisional contract shall become binding on the company only if the specific transaction proposed by the directors is ratified and confirmed by resolution passed by a majority of the votes cast at a general meeting.

BORROWING POWERS OF THE DIRECTORS 65 The directors may exercise all the powers of the company to borrow money and to mortgage or encumber its undertaking and property or any part thereof (both present and future) and to issue debentures or debenture stock (whether secured or unsecured), whether outright or as security for any debt, liability or obligation of the company or of any third party, as they deem fit. 66 Debentures, debenture stock and other securities may be made assignable, free from any equities between the company and the person to whom the same may be issued. 67 Any debentures, debenture stock, bonds or other securities may be issued at par or at a discount or at a premium, and with any special privileges as to redemption, surrender and drawings, but no special privileges as to allotment of shares or stock, attending and voting at general meetings, appointment of directors or otherwise shall be given without the sanction of the company in general meeting. 68 The directors shall cause a proper register to be kept in accordance with the provisions of the Act of all mortgages and charges specifically affecting the property of the company, and they shall cause to be entered in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of the charge created, the name of the mortgagee or person entitled to such charge and such further particulars as the provisions of the Act require. 69 For the purpose of the provisions of 65, the borrowing powers of the directors shall be unlimited.

INTERESTS OF THE DIRECTORS 70 subject to compliance with the provisions of the Act, a director shall be liable to account to the company for any profit or other benefit arising out of any contract entered into by the company in which he is directly or indirectly interested. 71 Subject to the provisions of Sections 234 to 241 of the Act, a director shall not vote in respect of any contract or proposed contract with the company in which he is interested, or any matter arising there from, and if he does so vote, his vote shall not be counted: Provided that this article shall not apply where the company has only one director. 72 Notwithstanding anything contained in these articles, the company shall not make any loan to a director or enter into any guarantee or provide any security in connection with a loan made to a director by any other person if and so far as any such loan, guarantee or provision of security is at any time prohibited by the Act.

EXECUTIVE DIRECTORS 82 The directors may from time to time – 82.1 appoint one or more of the directors as managing directors or executive directors, including for the purposes of this article the office of executive chairman or deputy executive chairman of the company, on such terms and conditions as to remuneration and otherwise (but for a maximum period of five years in the case of any one appointment) as may be determined from time to time by a disinterested quorum of the directors, provided that – 82.1.1.1 less than half of the directors may be appointed to any such position. 82.1.2 the appointment of any executive director or managing director shall, without prejudice to any claim of any nature whatsoever, which any such director may have against the company, cease if for any reason he ceases to be a director. 82.1.3 the managing director shall be eligible for re-appointment at the expiry of any period of appointment. 82.2 revoke such appointment subject to the terms of any agreement entered into in any particular case. 82.3 entrust to or confer upon a managing director or manager, for the time being, such of the powers and authorities vested in them as they may think fit, and may confer such powers and authorities for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient, and they may confer such powers and authorities either collaterally or to the exclusion of, or in substitution for, all or any of the powers and authorities of the directors and may from time to time revoke or vary all or any of such powers and authorities. 83 If a director is appointed as a managing director, or as an employee of the company in any other capacity, he shall not, while holding such office, be subject to retirement by rotation, or taken into account in determining the rotation of retirement of directors; but his appointment shall determine if he ceases for any reason to be a director.”

ANNEXURE 17

EXTRACT FROM PROPERTY VALUATION REPORT ON GOLF AND COUNTRY ESTATE

“VALUATION

THE PROPERTIES IDENTIFIED AS, THE TOWNSHIP PEACH TREE EXTENSION 1 & A PORTION OF THE REMAINING EXTENT OF PORTION 332 OF THE FARM KNOPJESLAAGTE 385, JR.

(To be known as)

“Gardener Ross Golf & Country Estate”

CONTENTS

Page No

1. VALUATION INSTRUCTION 3 2. TITLE DEED INFORMATION 3 3. LOCALITY AND ENVIRONMENT 4 4. PHYSICAL ATTRIBUTES 5 5. TOWN PLANNING 5 6. METHOD OF VALUATION 6 7. POTENTIAL DEVELOPMENT 7 8. MARKET CONDITIONS 7 9. INCOME AND EXPENDITURE CASH FLOW 9 10. CONCLUSION 11 11. CERTIFICATE 11

ANNEXURES * (Available for inspection) ANNEXURE A - Deeds Enquiry ANNEXURE B - Approved conditions of Township Establishment ANNEXURE C - Geo-Technical Report ANNEXURE D - Sales List ANNEXURE E - Discounted Cash Flow ANNEXURE F - Locality Map ANNEXURE G - Photographs

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject development

Valuation method : Discounted Cash Flow

Date of inspection : 8 August 2005

Effective date of valuation : 31 August 2005

2. TITLE DEED INFORMATION

The existing and proposed development is embraced in the following properties:

Peachtree Extension 1 Title Deed No. T106281/2005; Registered Owner Gardener Ross Golf & Country Estate (Pty) Limited; Township Peach Tree Extension 1; Extent 141.7622 Ha; Purchase Price No detail on Deeds Enquiry; Purchase Date No detail on Deeds Enquiry; Registration Date 22nd August 2005; Bonds No detail on Deeds Enquiry;

The Remaining Extent of Portion 332 of the Farm Knopjeslaagte 385, J.R. Title Deed No. T103059/2003 Registered Owners 1) Gardener Ross Golf & Country Estate (Pty) Limited; 2) Duelco Investments 132 (Pty) Limited; Title Deed Description The Remaining Extent of Portion 332 of the Farm Knopjeslaagte 385, J.R; Extent 548.6198 Ha; Purchase Price R8,100,000; Purchase Date 16th July 2002; Registration Date 15th August 2003; Bonds B113095/2004 – Investec Bank Limited – R130,000,000;

Deeds enquiry attached as ANNEXURE A. * 77

Restrictive conditions Only in-depth research by a notary will determine the exact implications of any restrictive conditions. Superficially it appears as if the restrictive conditions do not have any impact on the value of the subject property. Please refer to the approved conditions of Township Establishment with special reference to the restrictive conditions as ANNEXURE B. *

3. LOCALITY AND ENVIRONMENT

The proposed “Gardener Ross & Country Estate” borders the M34 to the southeast, situated approximately 5km west of the western urbanised periphery of Centurion. The N14, Krugersdorp- Polokwane freeway can comfortably be accessed via the R55 to the east and the R511 to the west. Both roads link to the northern suburbs of Johannesburg further to the south. The estate is furthermore ideally located between the Greater Johannesburg region and Pretoria. The area is serviced with an established road infrastructure.

The surrounding properties comprise a combination of farmland and smallholdings. The newly developed township, Stone Ridge is located approximately 4km to the east.

4. PHYSICAL ATTRIBUTES

• Topography: The majority of the site slopes towards the west, a valley with the Swartbooispruit running from south to north. The topography of the estate is such that most of the developable sites will have a view on a fairway. • Vegetation: Vegetation generally comprises veld grasses with occasional indigenous trees and bushes, mainly confined to the northern end of the site. • Soil: The Geo-technical report was compiled by Africon.

Specific recommendation in favour of township establishment, subject to certain conditions, is presented. Please refer to a digest of the Geo-Technical report attached as ANNEXURE C. *

5. TOWNPLANNING

Local Authority : City of Tshwane Metropolitan Municipality.

The local authority has approved the proposed township development, with the township register for Phase 1 already opened. The approved conditions for Township Establishment for Phases 1, 2 and 3 are attached as ANNEXURE A. *

The zoning details are as follows:

Phase 1 (Peach Tree Extension 1) No of stands Zoning Description 331 Residential 1 Dwelling houses. 61 Residential 1 Dwelling houses, cluster stands. 32 Special Private sports and recreation club, gymnasium, agriculture and private open space. 2 Special Access, access control, engineering services and private road. 1 Special Maintenance facility. 2 Special Clubhouse.

Phase 2 (Peach Tree Extension 3) No of stands Zoning Description 284 Residential 1 Dwelling houses. 43 Residential 1 Dwelling houses, cluster stands. 11 Special Private open space: Private sports, play and recreation ground or as ornamental garden, private sport and recreation club. 2 Special Access, access control, engineering services and private road.

Phase 3 (Peach Tree Extension 2) No of stands Zoning Description 352 Residential 1 Dwelling houses. 60 Residential 1 Dwelling houses, cluster stands. 24 Special Private open space: Private sports, play and recreation ground or as ornamental garden, private sport and recreation club. 2 Special Public open space, park, garden, play or recreation area or square. 1 Special Access, access control, engineering services and private road. 1 Special Maintenance facility (store, workers accommodation, nursery, workshop area, offices and parking area). 1 Special Private open space: Private sports, play and recreation ground or as ornamental garden, private sport and recreation club, pedestrian drop-off facility.

6. METHOD OF VALUATION

Whilst the comparable sales method of valuation is the most desirable method to employ, this method is in many cases difficult or almost impossible to apply when township development potential is to be valued, mainly due to differing infrastructure costs, topography and general desirability. The method of valuation most suitable in this case is therefore the Discounted Cash Flow valuation method. This method of valuation entails preparing a cash flow, an income and expenditure statement based on comparable sales of proclaimed land (if available) and estimates of all envisaged expenditure with the estimated net proceeds discounted to the date of valuation at an appropriate discount rate.

7. POTENTIAL DEVELOPMENT

On completion “Gardener Ross Golf & Country Estate” will consist of 1,135 residential 1 stands, an 18-hole Ernie Els signature golf course, a clubhouse with ancillary recreation and sports facilities and a wellness centre. Water features, landscaped gardens, a perimeter fence and 24-hour access control will complete the improvements. This will be the first Ernie Golf Course in Gauteng.

The “Gardener Ross Golf & Country Estate” is to be constructed in three phases. The potential development may be summarised as follows:

Phase 1 (Peach Tree Extension 1): Phase 1 comprises the installation of roads and infrastructure for a total of 429 stands. This phase also includes the commencement of construction work on the perimeter walling, retention dams, purification plant, three gatehouses, the clubhouse, the first 9 holes of the golf course and the golf course maintenance facility. Total development cost for Phase 1, approximately R153,000,000. At the time of inspection the installation of bulk and link services was nearing completion, proclamation expected in October 2005.

Phase 2 (Peach Tree Extension 3): Phase 2 comprises the installation of roads and infrastructure for a total of 341 stands. This phase also includes the construction work on the perimeter walling, retention dams, purification plant, three gatehouses, the clubhouse, the second 9 holes of the golf course and the golf course maintenance facility. Total development cost for Phase 2, approximately R112,000,000. Construction work to commence in October 2005.

Phase 3 (Peach Tree Extension 2): Phase 3 comprises the installation of roads and infrastructure for a total of 441 stands. This phase also includes the completion of construction work on the perimeter walling, retention dams, the clubhouse and the golf course. Total development cost for Phase 3, approximately R125,000,000. Construction work to commence early 2006.

8. MARKET CONDITIONS

According to the Rhode’s Report, house-price growth decelerated further during the second quarter of 2005 and this process seems set to continue. Absa’s national house-price index indicates that house prices in August 2005 were 19,2% higher than the same month a year earlier. However, more revealing was the fact that the annualised month-on-month growth rate was a mere 7,7% confirming that the housing market is losing steam fast.

According to recent international media reports, the global housing boom of the past number of years is currently regarded as the biggest financial bubble in history. Taking into account the record size of house price gains over this period as well as the number of countries involved, this boom is unrivalled. Two factors are mentioned as the main reasons for this housing boom: historically low interest rates, resulting from low inflation, and the strong performance of property because of under performing asset classes such as equities. As a result, new homebuyers took out bigger loans, while existing homeowners increased their mortgage loans to turn capital appreciation into cash for consumption purposes.

Taking into account recent trends in international oil prices and the Rand exchange rate, the Reserve Bank is not expected to cut interest rates further in 2005, mainly as a result of the negative impact these developments can have on inflation. A gradual increasing trend in interest rates is projected between mid-2006 and late 2007 in an effort to keep inflation in check. However, if an oil price shock occurs, together with a sharply weaker exchange rate, inflation pressures will increase significantly, leading to the risk of markedly higher interest rates. In the event of such developments, the housing market may experience a significant downward correction in terms of activity and price levels, taking into account current conditions in the market.(Article by Jacques du Toit, Senior Economist, Absa – July 2005)

In contrary to the somewhat cautious approach by the economists, the economy is still growing and the government committed to stimulate the economy as far as possible. Certain sectors in the property market predict a steady economy growth until 2010.

Market analysis Peach Tree has proven that the demand for the product on offer is strong with detail as follows:

Peach Tree Phase 1 Phase 1 was launched in May 2004 and sold out in one day, with prices ranging from R485,000 up to R1,000,000 for fairway stands. The sizes of the stands are between 860m² and 1,676m².

Peach Tree Phase 2 Phase 2 was launched in November 2004 with approximately 190 stands already sold off plan, which is a clear indication of the demand for vacant stands in a secure set-up as on offer, by the Gardener Ross Golf and Country Estate. The stand prices in Phase 2 range from R585,000 up to R1,325,000 and the sizes from 701m² to 1,299m².

Peach Tree Phase 3 The official launch for Phase 3 is planned for middle 2006. In terms of the topography and view over the golf course and water features, the best stands are positioned in this phase. The stand prices on average will range from R700,000 for the cluster stands, R1,150,000 for the non fairway stands and R1,800,000 for the fairway stands, which seem market related taken escalation into account as well as the fact that the entire estate will 80

almost be finished at the time of the official launch. The stand sizes range from 506m² to 1,241m². According to Mr. Kent Gush, marketing director for Montagu Property Group, there is already a waiting list of buyers for this particular phase.

Golf Estates in the Greater Gauteng Area (phased developments under construction)

Ebotse Golf and Country Estate is located in Benoni, positioned around the Rynfield Lake. The estate will comprise, on completion, an eighteen-hole golf course (designed by Matkovich and Hayes Golf Course Architects) and an estimated 805 households, comprising of freehold stands and sectional title units. Phase 1 will include 184 freehold stands, proclamation in August 2005. The estate will be developed in 5 phases.

The selling prices (available stands) range from R650,000 up to R1,500,000, with sizes from 587m² to 1,222m². Sales recorded although not registered yet range from R725,000 up to R1,600,000. These prices are for 2004 and 2005.

Eagle Canyon Golf and Country Estate is located in Honeydew, a suburban area on the western periphery of the greater Johannesburg metropolitan. On completion the estate will comprise of an eighteen hole golf course designed by Douw van der Merwe and more than a 1,000 full title stands. The first three phases sold out in record time. The estate is positioned around a rehabilitated quarry.

The selling prices (available stands) range from R850,000 up to R2,200,000, with sizes from 830m² to 1,163m².

Blue Valley Golf and Country Estate is situated on the southern border of the Tshwane Metropolitan Municipality, between Johannesburg and Pretoria just west of the Ben Schoeman Freeway. Very similar to the subject property, Blue Valley also slopes towards a small river running through the estate. The eighteen hole golf course was designed by Gary Player.

The selling prices (available stands) range from R750,000 up to R1,380,000, with sizes from 850m² to 1,367m².

9. INCOME AND EXPENDITURE CASH FLOW

Note that this income and expenditure cash flow does not represent a prediction of an actual cash flow as it merely simulates the fairly unsophisticated method, which a potential purchaser of the subject property may have employed to arrive at a purchase price.

Income The income utilised in the cash flow was based on actual sales and projections confirmed by Montagu Property Group, the marketing team with vast experience in golf and security estates, currently involved with 5 estates. Benchmarked against other golf estates in the broader Gauteng area, we are of the opinion that these prices are market related. Please refer to the list of actual sales and projected selling prices attached as ANNEXURE D. *

Sale tempo The sales have been spread over a period of 20 months. The current sales tempo as confirmed with Montagu is around 20 to 25 stands per month, which should increase with the launch of Phase 3.

Expenditure The expenditure was based on the actual and estimated costs supplied with the instruction. Estimated costs were compiled by Africon Consulting Engineers and were spread over a period of 16 months. Africon is the team of consulting engineers appointed to the project. Please refer to the attached DCF attached as ANNEXURE E. *

Discount Rates In order to obtain the present value of the projected net future income it is necessary to determine the discount rate, which is the effective return per annum which a developer would require when embarking on a development of the nature of the subject property.

Financial returns on township development projects differ from project to project, these rates in general vary between 35% and 50%. This is influenced by built-in uncertainty about the duration of any future sales period, which again is influenced by a host of non-controllable external events. The commercial success of the project is largely dependant on the ability of the project to eventually generate income, but to achieve this, most of the development expenditure has to be incurred at the outset. The quantum of the development expenditure and the development period are of the few more certain items in the project but give scant assurance to the investor as to the ultimate success thereof.

Most development projects are financially highly geared and interest is payable on outstanding borrowed amounts. The debt ratio will vary from one development to another and therefore cannot be built into the cash flow model for valuation purposes. A combination of these risk factors is built in to the discount rate for development projects in general.

In the case of the subject development, the risk of the project has been eliminated to a large extent, bearing in mind that the first phase were completely sold out in one day and that over 400 stands were sold in a period of 24 months. The project is in an advanced stage with the period of the project almost fixed taken into account the construction work completed as well as the sales in hand.

With the available information in hand, I am of the opinion that a discount rate of 27% per annum is a market related rate applicable in determining the net present value of the subject project in this specific stage of the development.

10. CONCLUSION

Having had regard to all the available information, I am of the opinion that a notional purchaser would, in a “capable, informed and willing buyer-willing and informed seller” situation, pay the amount in the under mentioned valuation for the project in its current state, at the date of valuation.

11. CERTIFICATE

I, the undersigned, registered as a Professional Associated Valuer in terms of the provisions of the Property Valuers Profession Act no. 47 of 2002, hereby certify that I have inspected the properties known as The Township Peach Tree Extension 1 and a Portion of the Remaining Extent of Portion 332 of the Farm Knopjeslaagte 385, JR, and that I have to the best of my ability valued the property to have an open market value of R235,000,000 (TWO HUNDRED AND THIRTY FIVE MILLION RAND)

DATE : 24 November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS 1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential. 2. This valuation has been prepared on the basis that full disclosure of all information and factors which may affect the valuation has been made to ourselves, and we cannot accept any liability or responsibility whatsoever for the valuation, unless such full disclosure has been made. 3. This valuation was prepared on the basis that an up-market golf estate is in process of development. 4. It is assumed that no claims in terms of the Restitution of Land Rights Act No 22 of 1994 exist against the subject property. 5. This valuation has been prepared on the understanding that no onerous easements, rights of way or encroachments exist by or on the subject property, other than those in favour of statutory bodies, applicable to all such properties, or which could be regarded as customary. 6. Finally, we must point out that neither the whole nor any part of this valuation, nor any reference thereto, may be included in any document, circular or statement, without the prior written approval of the Valuer of the form and content in which it is to appear.”

ANNEXURE 18

EXTRACT FROM PROPERTY VALUATION REPORT ON LIZARD POINT

CLIENT

Accretio Property Development

PROPERTY DESCRIPTION

Phase 1 of a

Conceptualised Golf Course Development

known as Lizard Point Golf and Marina Estate

located on the Vaal Dam

7 km north of the town Oranjeville

DATE

25 November 2005

“VALUATION REPORT

1. GENERAL 1.1 Instruction Determine the market value as on 1 March 2005 of Phase 1 of the Lizard Point development, hereafter referred to as the subject property. 1.2 Definition: Market Value International Valuation Standards Definition: “Market Value is the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”. 1.3 Inspection Date 6 September 2004 1.4 Valuation Date 1 March 2005, and revised on 9 November 2005 after ROD has been received. 13.14(a) 1.5 Valuation Method Township development approach. 1.6 Qualifications The valuation rests upon information supplied to the valuer by various individuals and institutions. This information is accepted as being correct.

2. TITLE DEED INFORMATION 2.1 Property Descriptions

Registration Portion Farm Name Farm No Title Deed Extent (ha) Province Division Vaaldam 279 1777 T 26955/1999 1,1677 Heilbron RD Freestate Settlement 280 " " T 26956/1999 1,3005 " " 281 " " T 26957/1999 1,3005 " " 282 " " T 26958/1999 1,3005 " " 283 " " T 26959/1999 1,1707 " " 284 " " T 26960/1999 1,1004 " " 285 " " T 26961/1999 1,2666 " " 286 " " T 26962/1999 1,2664 " " 287 " " T 26963/1999 1,1532 " " 288 " " T 26964/1999 1,1254 " " 289 " " T 26965/1999 1,0908 " " 290 " " T 26966/1999 1,4386 " " 291 " " T 26967/1999 1,6948 " " 292 " " T 26968/1999 1,5486 " " 293 " " T 26969/1999 1,4250 " " 294 " " T 26970/1999 1,3100 " " 295 " " T 26971/1999 1,3009 " " 296 " " T 26972/1999 1,3009 " "

297 " " T 26973/1999 1,3009 " " 298 " " T 26974/1999 1,3009 " " 299 " " T 26975/1999 1,0767 " " 300 " " T 26976/1999 1,2385 " " 301 " " T 26977/1999 1,1287 " " 302 " " T 26978/1999 1,1332 " " 303 " " T 31654/1999 1,1050 " " 304 " " T 26979/1999 1,1536 " " 305 " " T 26980/1999 1,1052 " " 272 " " T 29254/1999 1,7847 " " 275 " " T 29253/1999 56,3730 " " 278 " " T 26954/1999 35,0037 " " 13 " " T 49552/2000 275,8642 " " 33 " " T 9265/1986 193,7190 " " 34 " " T 49952/2000 178,7004 " "

2.2 Surveyor General LG No 303/1998 (Diagrams enclosed) Diagram LG No 306/1998 LG No 310/1998 LG No 643/1959 LG No 644/1959 LG No 2061/1958 2.3 Servitudes • Subject property is subject to a high voltage power line servitude crossing the property from north to south. • Portions 13, 33 and 34 have irrigation rights which will be available for use on the golf course. • A water servitude exists in the area below a line 10 m away from the full supply level.

3. STATUTORY INFORMATION 3.1 Province Freestate 3.2 Local Authority Metsimaholo Local Municipality (Sasolburg) 3.3 Zoning Agriculture

4. PROPERTY DESCRIPTION 4.1 Location and Access Subject property is situated on the southern banks (Freestate) of the Vaal Dam at the mouth of the Wilge River. It is bordered by the dam to the north, east and west, and by Metsimaholo and Oranjeville to the south. See enclosed cadastral map. 4.2 Nature of Area • The landscape is rural and most farms are occupied. The typical form of ground use is the cultivation of maize. • The subject property comprises four bigger land portions and 24 small portions of ± 1 ha each. The latter are stands on the waterfront which have been subdivided by the seller. 85

Eleven of these were transported and some of the new owners have developed the stands with dwellings. These transported stands (including improvements) will be incorporated in the Lizard Point development. The four bigger land portions are known as: − Wilgedraai (Ptn 34), Cornelia (Ptn 13) and De Bank (Ptn 33). These portions are leased and the tenant utilizes them for the cultivation of maize. − Ptn 278, known as Wilgedraai Resort, is a popular fishing venue and caravan/camping resort, with 198 stands, cold water- and heated swimming pools, resort shop and two ablution blocks. Bird lovers and photographers often visit the resort to enjoy the sunsets and rich bird life on the farm. The owner of the subject property is residing in a farmhouse close to the resort. Although the resort will make way for the Lizard Point development, the residential area of the farmhouse will be incorporated as a residential stand for the seller in the new development. Close to the farm residence are four graves of ancestors of the seller, where a memorial stone will be erected in the new development. • The following neighbouring developments are found along the coast line of the Vaal Dam, and it is noteworthy that there are no golf estates. None of these developments are township developments as stands are 1 ha or larger with no water supplied. Electricity is available and sewerage effluent is accommodated on site by means of septic tanks and soak-aways. − Bayshore Marina facilitating walk-on moorings, boat houses, launch service, restaurant and day visitors are accommodated. − Harbour Town, a marina residential estate with 222 stands. − Peninsula residential security village and game reserve, offering 2 ha waterfront stands. − Jim Fouche Nature and Adventure Resort, offering lion to view, a 4 x 4 track, boats, swimming and fishing. − Emanzeni South Bay offering 1 ha waterfront properties for sale. − Wiltina offering 20 x exclusive 1 – 2,2 ha stands with a 100% waterfront.

5. PHYSICAL FEATURES 5.1 Topography Grades on site vary between 0,4% and 2,8%. The area drains to the east towards the Wilge River and no signs of erosion exist. 5.2 Soil Sand loam. A preliminary appraisal of the geotechnical conditions on site was done in March 2000 (report available). 5.3 Vegetation Subject property is in the eco-zone known as Central Plateau. Vegetation in this eco-zone is flat grassland. Three eucalyptus hedgerows exist on the subject property.

6. TOWN PLANNING DESIGN 6.1 Project Phases The project is to create entities with their own character within an overall entity, with one main objective namely leisure. See enclosed the phases of the proposed township. • Phase 1. (The purpose of this valuation.) See enclosed plan of Phase 1. − Links Golf Course, the first in South Africa, designed as two loops of nine holes playing as a par 72 with total length of 7 100 m and the clubhouse between the two closing holes. A full driving range facility is included. The golf course will be irrigated from a series of lakes constructed directly to the north of the course in the “neck” of the Lizard Point development. − Residential stands within the ring road of the course and to the west of the golf course fronting the dam (370 residential stands). − Higher density cluster stands as indicated on the master plan (537 units). − Golf course clubhouse and workshop facilities. − Boundary walling and gatehouse structures. − Provision for boat launching and storage. − Upgrading of existing structures for use as sales/meeting office. − Note. The returns which have been incorporated in- to this phase include residential stands within the estate together with the land sale values of the high density plots. No inclusion has been made for the improvement of these high density stands. • Phase 2. (Not covered in this valuation.) − Development of an inland residential marina incorporating waterways, jetties and approximately 250 residential stands on the eastern half of the man made “island”. − The western half of the “island” will incorporate a leisure hotel. • Phase 3. (Not covered in this valuation.) − Development of the main marina area to the western side of the development and will consist of high density residential and commercial (retail) type developments. A beachfront and boardwalk type atmosphere is proposed with the construction of a dam wall separating the marina harbour area from the main dam area. • Phase 4. (Not covered in this valuation.) − Construction of an additional golf estate. The design will follow a Park Course design with pockets of higher density residential areas. The clubhouse for this course will accommodate a full sports complex offering tennis and squash courts, bowling greens, swimming pools and children’s play area. − Note. The infra structure cost of Phase 1 is higher

than the rest. 6.2 Township Establishment Discussions were held between the developer and the Metsima- holo Local Council to identify potential problems and establish specific departmental requirements, which was received with enthusiasm by the local council. Approval awaited.

7. TECHNICAL ASPECTS 7.1 Geology A preliminary appraisal of the geotechnical conditions on site was done (report available). 7.2 Township Layout As per master plan enclosed. 7.3 Water • Existing water supply is via boreholes. • A new water distribution network connected to the Muni- cipal network is to be installed on the property. 7.4 Sewerage • Soak-away system presently in use. • Piped sewer network to be installed. Sewerage will gravi- tate to a series of pump stations from where it will be pumped to the existing Metsimaholo Local Council sewerage purification works directly south of the property. This existing facility is to be beefed up. 7.5 Roads The R716 between Deneysville and Oranjeville is situated to the south of the property. A gravel road connects the R716 and the property, and will be upgraded. Suitably graded roads will be constructed within the property to give access to all stands and amenities. 7.6 Storm Water Surface run-off will be managed by a system of streets, open channels and retention ponds and will be rationalised with the golf course. Subsurface storm water systems will be kept to a minimum. 7.7 Electricity Full underground network services complete with street light- ing will be installed. The extent of bulk services contributions has to be finalised with the local authority. The cost of bulk services upgrading or erection of a new bulk service feeder must still be negotiated with Eskom. Metsimaholo will ultimately provide the supply to the site from the Eskom network. The full development will need 88 kilovolt-ampere (KVA). 22 KVA will be needed initially. 7.8 Telephone Lines Discussions must be held with Telkom regarding the installation needed. The cost of street crossings for Telkom services has been allowed in the civil cost estimate. 7.9 Links Golf Course The construction of the golf course will cost approximately R46 000 000. A fund from residential sales will be used to fund the maintenance of the golf course initially (estimated at R5 – R6 million). Afterwards the golf course will be run by a company. 8. MARKET RESEARCH 8.1 Market Conditions • Since August 2001 the property market is nationwide in an upswing with demand exceeding supply, especially in secure environments like security villages, golf-, game- and equestrian estates. 88

• The local property market was discussed with Profinance property agency in Oranjeville who supplied the following information: − Erven in Oranjeville (± 1 900 m²) sell for R85 000 – R150 000 (latter for waterfront erven), which is con- siderably higher than a year ago. There is no golf estate to date on the southern banks of the Vaal Dam (Free- state side) and the news of the Lizard Point development already has had a remarkable effect on investors’ interest and the prices of property in town. − 1 ha stands at The Peninsula, to the west of the subject property, sell for R570 000. − 2 ha stands on the farm Rusplaas 1388 Heilbron RD, which is situated directly north of the subject property, currently sell for R600 000 and higher. 8.2 Type of Purchaser • The intention behind the development is to create a unique world class golf and water sport recreational facility. The estate will be the first exclusive development on the Vaal Dam offering a variety of activities only 1½ hours drive from Johannesburg and 2 hours drive from Pretoria. • Investors. • Second dwelling for higher income purchasers. 8.3 Proclamation A development is not proclaimed before the new township is provided with municipal services. Proclamation of the subject property is expected after construction has commenced. 8.4 Finance Charges 11% 8.5 Transfer Duty 10% 8.6 Agent Commission 5% 8.7 Developer’s Profit 20% (with the risk involved a developer’s profit of 40% is probably more realistic).

9. CASH FLOW See discounted cash flows enclosed. CALCULATION

10. VALUATION • Market value is not the sum total of separate potentialities COMPUTATION of a property, but the price that potential buyers would be prepared to pay for the property as a whole on a given date. • Lower value limit Net cash flow discounted @ 16% to 1 November 2005 is R46 067 171. From this amount is to be subtracted the agent commission (5%), developer’s profit (20% to 40%) and transfer duty (10%). − Agent commission 5% Net cash flow of R46 067 171 includes 5% agent commission. ∴ Net cash flow = 100 x R46 067 171 105 = R43 873 496

− Developer’s profit 20% Net cash flow of R43 873 496 includes 20% developer’s profit. ∴ Net cash flow = 100 x R43 873 496 120 = R36 561 246 − Transfer duty 10% Net cash flow of R36 561 246 includes 10% transfer duty. ∴ Net cash flow = 100 x R36 561 246 110 = R33 237 496 → (1) − At a developer’s profit of 40%, the above calculation changes as follows: Net cash flow = 100 x R43 873 496 140 = R31 338 211 Transfer duty = 100 x R31 338 211 110 = R28 489 282 → (2) Therefore, the lower value limit of the subject property as on 1 March 2005 varies between R28 489 282 (2) and R33 237 496 (1). • Upper value limit Net cash flow discounted @ 16% to 1 November 2005 is R104 071 014. From this amount is to be subtracted the agent commission (5%), developer’s profit (20% to 40%) and transfer duty (10%). − Agent commission 5% Net cash flow = 100 x R104 071 014 105 = R99 115 251 − Developer’s profit 20% Net cash flow = 100 x R99 115 251 120 = R82 596 042 − Transfer duty 10% Net cash flow = 100 x R82 596 042 110 = R75 087 310 → (3) − At a developer’s profit of 40%, the above calculation changes as follows: Net cash flow = 100 x R99 115 251 140 = R70 796 607 Transfer duty = 100 x R70 796 607 110 = R64 360 552 → (4)

Therefore, the upper value limit of the subject property as on 1 November 2005 varies between R64 360 552 (4) and R75 087 310 (3). • These lower and upper value limits were discussed with the valuer responsible for municipal valuations in the area, Mr Niel de Klerk of Vereeniging (tel 016 931-2972, cell 082 413-3290). He confirmed the range, but was of the opinion that the property prices that led to the upper value limit might be slightly optimistic.

11. MARKET VALUE • The residual market value on 1 November 2005 of Phase 1 of the conceptualised golf course development known as Lizard Point Golf and Marina Estate on the Freestate side of the Vaal Dam, 7 km north of the town Oranjeville, is professionally estimated at R33 000 000 (lower limit) and R64 000 000 (upper limit), with R50 000 000 a realistic rounded figure (fifty million rand). VAT excluded. • If the success of the development meets expectations and the property market continue to grow during the next 3 to 4 years, this value could be much higher - as high as R70 000 000.

12. DECLARATION I, Anton van Graan, declare that I have identified and inspected the subject property, have verified the particulars mentioned, have valued the property to the best of my skill and ability, and that I have no personal interest in the property.

A.L. VAN GRAAN PROFESSIONAL VALUER Reg no 4939 (Act 47 of 2000)”

ANNEXURE 19

ABRIDGED PROPERTY VALUATION REPORTS ON ACQUISITION PROPERTIES

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

THE REMAINING EXTENT OF PORTION 47 OF THE FARM GANSE VALLEI 444, KNYSNA RD

(To be known as)

“ROYAL PALMS”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Residual land value (DCF)

Date of inspection : 23 September 2005

Effective date of valuation : 5 October 2005

2. TITLE DEED INFORMATION

The subject property forms part of Portion 47 of The Farm Ganse Vallei 444, Knysna RD. The subdivision is still in process and will be finalised soon.

Title Deed No. : T114865/2003; Registered Owner : Pro Med Construction CC; Title Deed Description : Portion 47 of the Farm Ganse Vallei 444, Knysna RD; Extent : 21.4136 Ha; Purchase Price : R 29,500,000; Purchase Date : 5th November 2003; Registration Date : 8th December 2003; Bonds : B74912/2003 – Imperial Bank – R 43,000,000; Conditions & Servitudes : No detail available.

3. TOWN PLANNING

The final approval on the rights for the proposed development is currently being withheld due to a dispute regarding the access to the subject property. The matter is in process of being solved and will be finalised soon. Contact person in this regard is Mr. Deon Nel from Nel & De Kok Town Planners, tel. no. 082 569 2438.

4. LOCALITY AND ENVIRONMENT

The proposed development is located on the northern periphery of the Plettenberg Bay urban area, bordering the N2 to the south. The direct surrounding properties comprise “Barons View”, a newly serviced township establishment to the east and north, with “The Hill” a residential estate to the west. Access to the subject property will be direct from the N2 via a private road.

The stands located on the eastern boundary will enjoy a spectacular sea view to the east, whilst the stands located to the north, a view over the mountains and countryside.

5. METHOD OF VALUATION

Whilst the comparable sales method of valuation is the most desirable method to employ, this method is in many cases difficult or almost impossible to apply when township development potential is to be valued, mainly due to differing infrastructure costs, topography and general desirability. The method of valuation most suitable in this case is therefore the residual land valuation method. This method of valuation entails preparing a cash flow, an income and expenditure statement based on sales of proclaimed land (income) and estimates of all envisaged expenditure with the estimated net proceeds discounted to the date of valuation at an appropriate discount rate.

6. POTENTIAL DEVELOPMENT

The proposed development comprises the installation of bulk and link services to 21 residential stands of which one stand is improved with a large double storey mansion. 24 Hour access control, paved driveways and perimeter fencing will complete the improvements.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the figures compiled by the marketing team and applied accordingly. Sales income will be generated as follows:

STAND PRICE AREA VAT SALES COMM. NET 1 R 1,500,000 800 R -184,211 R -45,000 R 1,270,789 2 R 2,500,000 800 R -307,018 R -75,000 R 2,117,982 3 R 2,300,000 800 R -282,456 R -69,000 R 1,948,544 4 R 2,300,000 800 R -282,456 R -69,000 R 1,948,544 5 R 3,300,000 800 R -405,263 R -99,000 R 2,795,737 6 R 3,300,000 800 R -405,263 R -99,000 R 2,795,737 7 R 2,200,000 800 R -270,175 R -66,000 R 1,863,825 8 R 1,900,000 800 R -233,333 R -57,000 R 1,609,667 9 R 1,800,000 800 R -221,053 R -54,000 R 1,524,947 10 R 800,000 800 R -98,246 R -24,000 R 677,754 11 R 750,000 800 R -92,105 R -22,500 R 635,395 12 R 690,000 800 R -84,737 R -20,700 R 584,563 13 R 670,000 800 R -82,281 R -20,100 R 567,619 14 R 670,000 800 R -82,281 R -20,100 R 567,619 15 R 670,000 800 R -82,281 R -20,100 R 567,619 16 R 670,000 800 R -82,281 R -20,100 R 567,619 17 R 670,000 800 R -82,281 R -20,100 R 567,619 18 R 2,900,000 800 R -356,140 R -87,000 R 2,456,860 19 R 3,100,000 800 R -380,702 R -93,000 R 2,626,298 20 R 670,000 800 R -82,281 R -20,100 R 567,619 21 R 15,000,000 2200 R -1,842,105 R -450,000 R 12,707,895 R 48,360,000 R -5,938,947 R -1,450,800 R 40,970,253

Sale tempo According to the sales team, the entire project will be sold out within the construction period with transport envisaged to take place soon after completion of services simultaneously with proclamation. Thirteen sales were already concluded at the time of inspection, however to be confirmed by the transferring Attorney.

Expenditure The expenditure was based on the estimated costs supplied with the instruction. The estimated costs were compiled in conjunction with VSB Quantity Surveyors and were spread over a period of 6 months.

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of the nature of the subject property. This rate would depend on the expected return the developer anticipates. For the purpose of this exercise, 2 discount rates were utilised.

Conclusion It is obvious that the net present value calculated, is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 18,300,000 @ 40%: R 17,600,000

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

2. This valuation has been prepared on the basis that full disclosure of all information and factors which may affect the valuation has been made to ourselves, and we cannot accept any liability or responsibility whatsoever for the valuation, unless such full disclosure has been made.

3. It is assumed that no claims in terms of the Restitution of Land Rights Act No 22 of 1994 exist against the subject property.

4. This valuation has been prepared on the understanding that no onerous easements, rights of way or encroachments exist by or on the subject property, other than those in favour of statutory bodies, applicable to all such properties, or which could be regarded as customary.

5. Finally, we must point out that neither the whole nor any part of this valuation, nor any reference thereto, may be included in any document, circular or statement, without the prior written approval of the Valuer of the form and content in which it is to appear.

ANNEXURES

Annexure 1 : Photos;

Annexure 2 : Deeds Enquiry;

Annexure 3 : Locality map;

ANNEXURE 1

ANNEXURE 2

Property detail: Deeds registry CAPE TOWN Property type FARM Farm name GANSE VALLEI Farm number 444 Portion 47 Province WESTERN CAPE Registration division/Administrative district KNYSNA RD Local authority MUN PLETTENBERG BAY Previous description PTN OF 1 Diagram deed number T17099/1966 Extent 21.4136 H LPI Code C03900000000044400047 Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T114865/2003 20031208 20031105 R29500000.00 2004 0102 0916 Yes Owners detail: Identity Document Full name Share Person Enquiry? Number PRO MED CONSTRUCTION C T114865/2003 199805970723 - Yes C Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B74912/2003 IMPERIAL BANK LTD R43000000.00 2004 0102 0929 Yes EX164/1989 - - - Not available K497/1979S - - - Not available FARM KN 444/47 - - 1985 0043 0642 Yes History: Microfilm Document Document Holder Amount reference copy? B42756/1989 UNITED BANK R1100000.00 2004 0102 0899 Yes B49284/1994 ABSA BANK R300000.00 2004 0102 0912 Yes B16213/1995 ABSA BANK R750000.00 2004 0102 0915 Yes T17099/1966 LUKAS WILLIAM H DE NEUFVILLE - 1988 1681 0637 Yes LUCAS WH DE N-ADMIN T70653/1988 T17099/1966 END 40 1988 1681 0637 Yes END 40 T70654/1988 CREEPER COTTAGE C C R320000.00 2004 0102 0900 Yes T70654/1988 CREEPER COTTAGE PTY LTD R320000.00 2004 0102 0900 Yes T114864/2003 PRO MED PROJECTS C C R29500000.00 2004 0102 0883 Yes

ANNEXURE 3

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

PORTION 2 OF ERF 679, BROOKLYN THE REMAINING EXTENT OF ERF 679, BROOKLYN, THE REMAINING EXTENT OF ERF 680, BROOKLYN, & THE REMAINING EXTENT OF ERF 681, BROOKLYN (To be known as)

“BROOKLYN STONE”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C. P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Development approach

Date of inspection : 22 September 2005

Effective date of valuation : 5 October 2005

2. TITLE DEED INFORMATION

The proposed development is embraced in the following properties:

Portion 2 of Erf 679, Brooklyn

Title Deed No. : T143357/2004; Registered Owner : Redlex 89 (Pty) Limited; Title Deed Description : Portion 2 of Erf 679, Brooklyn; Extent : 1,000 m²; Purchase Price : R 6,612,000; Purchase Date : 14th May 2004; Registration Date : 12th October 2004; Bonds : B121886/2004 – Pieter Johannes Venter – R 6,080,000; B121885/2004 – Imperial Bank Limited – R 4,200,000; Conditions & Servitudes : No detail available.

The Remaining Extent of Erf 679, Brooklyn

Title Deed No. : T143357/2004; Registered Owner : Redlex 89 (Pty) Limited; Title Deed Description : The Remaining Extent of Erf 679, Brooklyn; Extent : 1,540 m²; Purchase Price : R 6,612,000; Purchase Date : 14th May 2004; Registration Date : 12th October 2004; Bonds : B121886/2004 – Pieter Johannes Venter – R 6,080,000; B121885/2004 – Imperial Bank Limited – R 4,200,000; Conditions & Servitudes : No detail available.

The Remaining Extent of Erf 680, Brooklyn

Title Deed No. : T143357/2004; Registered Owner : Redlex 89 (Pty) Limited; Title Deed Description : The Remaining Extent of Erf 680, Brooklyn; Extent : 2,510 m²; Purchase Price : R 6,612,000; Purchase Date : 14th May 2004; Registration Date : 12th October 2004; Bonds : B121886/2004 – Pieter Johannes Venter – R 6,080,000; B121885/2004 – Imperial Bank Limited – R 4,200,000; Conditions & Servitudes : No detail available.

The Remaining Extent of Erf 681, Brooklyn

Title Deed No. : T143357/2004; Registered Owner : Redlex 89 (Pty) Limited; Title Deed Description : The Remaining Extent of Erf 681, Brooklyn; Extent : 1,218 m²; Purchase Price : R 6,612,000; Purchase Date : 14th May 2004; Registration Date : 12th October 2004; Bonds : B121886/2004 – Pieter Johannes Venter – R 6,080,000; B121885/2004 – Imperial Bank Limited – R 4,200,000;

3. TOWN PLANNING

The proposed conditions of approval have been received from The City of Tshwane, with the Annexure B stating the zoning as Special for dwelling units. The Annexure B of Pretoria Amendment Scheme must still be promulgated, which is in process and should happen soon. Contact person in this regard is Mr. D. Koekemoer from Planpractice, tel. no. 012-362 1741 or 082 441 6778.

4. LOCALITY AND ENVIRONMENT

The proposed development is located on the corner of Waterkloof Road, Alexander Street and Clark Street in the well- established and affluent residential suburb of Brooklyn. The surrounding properties comprise single residential dwellings to the east and north, with multi storey office blocks across Alexander Street and Waterkloof Road. The subject properties are located within walking distance from the commercial heart of Brooklyn, which offers prime office and retail accommodation such as the Brooklyn Mall and the Brooklyn Square shopping malls.

With the area being serviced with an established road network, access to the proposed “Brooklyn Stone” can be regarded as good. Waterkloof Road is a main arterial route through the area, linking in turn with all the major routes in the broader area. 100

The broader area is furthermore well established with all main amenities such as medical facilities, schools, the SAPS and as previously mentioned, shopping centres and office accommodation in close proximity.

5. METHOD OF VALUATION

Whilst the comparable sales method of valuation is the most desirable method to employ, this method is in many cases difficult or almost impossible to apply when development potential is to be valued, mainly due to differing infrastructure costs, design and general desirability. The method of valuation most suitable in this case is therefore the development approach or the residual land valuation method. This method of valuation entails preparing a cash flow, an income and expenditure statement based on sales (income) and estimates of all envisaged expenditure with the estimated net proceeds discounted to the date of valuation at an appropriate discount rate.

6. POTENTIAL DEVELOPMENT

The proposed development comprises the construction of a 40 unit, up-market, multi storey sectional title residential complex. Each unit will comprise of either two or three bedrooms with a patio/balcony area, a laundry, two bathrooms and a double garage. Paved walk- and driveways, electronic access control and boundary walls will complete the improvements.

7. INCOME AND EXPENDITURE CASH FLOW

Note that the attached income and expenditure cash flow does not represent a prediction of an actual cash flow as it merely simulates the fairly unsophisticated method, which a potential purchaser of the subject property may have employed to arrive at a purchase price.

Income The income utilised in the cash flow was based on the figures compiled by the marketing team and applied accordingly. It must however be noted that the complete complex is sold out. Sales detail is as follows:

UNIT NO PRICE AREA VAT SALES COMM. TRANSFER FEE NET 101 R 3,667,050 360 R -450,339 R -75,000 R -12,256 R 3,129,455 102 R 2,830,750 285 R -347,636 R -75,000 R -10,357 R 2,397,757 103 R 3,022,050 289 R -371,129 R -75,000 R -10,888 R 2,565,033 104 R 2,974,200 288 R -365,253 R -75,000 R -10,585 R 2,523,362 105 R 3,146,250 301 R -386,382 R -75,000 R -11,116 R 2,673,752 106 R 3,425,000 331 R -420,614 R -75,000 R -11,800 R 2,917,586 107 R 2,528,750 249 R -310,548 R -75,000 R -9,217 R 2,133,985 108 R 3,340,300 299 R -410,212 R -75,000 R -11,572 R 2,843,516 109 R 3,294,650 309 R -404,606 R -75,000 R -11,344 R 2,803,700 110 R 3,168,200 284 R -389,077 R -75,000 R -11,116 R 2,693,007 111 R 3,259,500 306 R -400,289 R -75,000 R -11,344 R 2,772,867 201 R 3,616,650 339 R -444,150 R -75,000 R -12,256 R 3,085,244 202 R 2,830,750 285 R -347,636 R -75,000 R -10,357 R 2,397,757 203 R 3,005,250 282 R -369,066 R -75,000 R -10,888 R 2,550,296 204 R 2,974,200 288 R -365,253 R -75,000 R -10,585 R 2,523,362 205 R 3,146,250 301 R -386,382 R -75,000 R -11,116 R 2,673,752

UNIT NO PRICE AREA VAT SALES COMM. TRANSFER FEE NET 206 R 3,425,000 331 R -420,614 R -75,000 R -11,800 R 2,917,586 207 R 2,528,750 249 R -310,548 R -75,000 R -9,673 R 2,133,529 208 R 3,345,100 297 R -410,802 R -75,000 R -11,572 R 2,847,726 209 R 3,304,250 313 R -405,785 R -75,000 R -11,572 R 2,811,893 210 R 3,168,200 284 R -389,077 R -75,000 R -11,116 R 2,693,007 211 R 3,259,500 293 R -400,289 R -75,000 R -11,344 R 2,772,867 301 R 3,631,050 345 R -445,918 R -75,000 R -12,256 R 3,097,876 302 R 2,830,750 285 R -347,636 R -75,000 R -10,357 R 2,397,757 303 R 3,019,650 288 R -370,834 R -75,000 R -10,888 R 2,562,928 304 R 2,979,000 290 R -365,842 R -75,000 R -10,585 R 2,527,573 305 R 3,146,250 301 R -386,382 R -75,000 R -11,116 R 2,673,752 306 R 3,427,400 332 R -420,909 R -75,000 R -11,800 R 2,919,691 307 R 2,528,750 249 R -310,548 R -75,000 R -9,673 R 2,133,529 101

308 R 3,345,100 297 R -410,802 R -75,000 R -11,572 R 2,847,726 309 R 3,318,650 319 R -407,554 R -75,000 R -11,572 R 2,824,524 310 R 6,925,700 569 R -850,525 R -75,000 R -17,600 R 5,982,575 401 R 3,662,250 358 R -449,750 R -75,000 R -12,256 R 3,125,244 402 R 2,847,550 292 R -349,699 R -75,000 R -10,357 R 2,412,494 403 R 3,022,050 289 R -371,129 R -75,000 R -10,357 R 2,565,564 404 R 3,003,000 300 R -368,789 R -75,000 R -10,888 R 2,548,323 405 R 3,129,450 294 R -384,318 R -75,000 R -11,116 R 2,659,016 406 R 3,432,200 334 R -421,498 R -75,000 R -11,800 R 2,923,902 407 R 6,126,000 557 R -752,316 R -75,000 R -17,030 R 5,281,654 408 R 7,960,650 725 R -977,624 R -75,000 R -18,740 R 6,889,286 40 R 137,596,050 R -16,897,761 R -3,000,000 R -463,837 R 117,234,452

Expenditure The expenditure was based on the estimated costs supplied with the instruction. Estimated costs were compiled by VSB Quantity Surveyors and were spread over the construction period of 13 months.

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. Due to the fact that the units are all sold off plan, the risk is eliminated to a large extent, it was therefore deemed appropriate to utilise a discount rate of between 15% and 20%.

Conclusion It is obvious that the net present value calculated, is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 15%: R 10,000,000 @ 20%: R 7,000,000

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

102

3. This valuation has been prepared on the understanding that no onerous easements, rights of way or encroachments exist by or on the subject property, other than those in favour of statutory bodies, applicable to all such properties, or which could be regarded as customary.

4. Finally, we must point out that neither the whole nor any part of this valuation, nor any reference thereto, may be included in any document, circular or statement, without the prior written approval of the Valuer of the form and content in which it is to appear.

ANNEXURES

Annexure 1 : Photos;

Annexure 2 : Deeds Enquiry;

Annexure 3 : Locality Map;

ANNEXURE 1

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ANNEXURE 2

Property detail: Deeds registry PRETORIA Property type ERF Township BROOKLYN Erf number 679 Portion 2 Province GAUTENG Registration division/Administrative JR district Local authority CITY OF TSHWANE METROPOLITAN MUNICIPALITY Previous description - Diagram deed number T43278/1979 Extent 1000.0000 SQM LPI Code T0JR00230000067900002

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T143357/2004 20041012 20040514 R6612000.00 2005 0109 2249 Yes

Owners detail: Identity Document Full name Share Person Enquiry? Number REDLEX 89 PTY T143357/2004 200400626907 - Yes LTD

Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B121886/2004 VENTER PIETER JOHANNES R6080000.00 2005 0109 2291 Yes B121885/2004 IMPERIAL BANK LTD R4200000.00 2005 0109 2268 Yes

History: Document Holder Amount Microfilm reference Document copy? B93491/1998 - - 2001 0837 3708 Yes B31256/1999 - - 2001 0837 3739 Yes T43278/1979 LANSER AILSA ELSPETH ANN - 1998 1217 1801 Yes T132166/1998 CLARK'S CORNER PROP INV PTY LTD R700000.00 2005 0109 2228 Yes

Property detail: Deeds registry PRETORIA Property type ERF Township BROOKLYN Erf number 679 Portion 0 (REMAINING EXTENT) Province GAUTENG Registration division/Administrative JR district Local authority CITY OF TSHWANE METROPOLITAN MUNICIPALITY Previous description - Diagram deed number T3206/1910 Extent 1540.0000 SQM LPI Code T0JR00230000067900000

104

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T143357/2004 20041012 20040514 R6612000.00 2005 0109 2249 Yes

Owners detail: Document Full name Identity Number Share Person Enquiry? T143357/2004 REDLEX 89 PTY LTD 200400626907 - Yes

History: Document Holder Amount Microfilm reference Document copy? B93491/1998 - - 2001 0837 3708 Yes B31256/1999 - - 2001 0837 3739 Yes T1101/1965 REILLY PAMELA EUNICE - 1984 0328 0637 Yes T710/1984 REILLY GERALD ESTATE 1998 1217 1781 Yes T132165/1998 CLARK'S CORNER PROP INV PTY LTD R750000.00 2005 0109 2233 Yes

Property detail: Deeds registry PRETORIA Property type ERF Township BROOKLYN Erf number 680 Portion 0 (REMAINING EXTENT) Province GAUTENG Registration division/Administrative district JR Local authority CITY OF TSHWANE METROPOLITAN MUNICIPALITY Previous description - Diagram deed number 3206/910 Extent 2510.0000 SQM LPI Code T0JR00230000068000000

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T143357/2004 20041012 20040514 R6612000.00 2005 0109 2249 Yes

Owners detail: Document Full name Identity Number Share Person Enquiry? T143357/2004 REDLEX 89 PTY LTD 200400626907 - Yes

Endorsements / Encumbrances: Endorsement / Holder Amount Microfilm reference Document copy? Encumbrance B121886/2004 VENTER PIETER JOHANNES R6080000.00 2005 0109 2291 Yes B121885/2004 IMPERIAL BANK LTD R4200000.00 2005 0109 2268 Yes K3112/1989S - - 1989 2099 1029 Yes BROOKLYN,680 - - 1988 1324 0260 Yes

105

History: Document Holder Amount Microfilm reference Document copy? B93531/1995 NEDCOR BANK LTD R680000.00 1999 0604 3873 Yes B64138/1996 NEDCOR BANK R100000.00 1999 0604 3877 Yes B91112/1996 NEDCOR BANK LTD R100000.00 1999 0604 3881 Yes B31255/1999 - - 2001 0837 3728 Yes B31256/1999 - - 2001 0837 3739 Yes T40122/1982 VILJOEN DANIEL JACOBUS - 1995 1215 2186 Yes T95092/1995 JOEY DE JAGER KINDER TRUST R850000.00 1999 0604 3854 Yes T69539/1999 CLARK'S CORNER PROP INV PTY LTD R1947959.00 2005 0109 2238 Yes

Property detail: Deeds registry PRETORIA Property type ERF Township BROOKLYN Erf number 681 Portion 0 (REMAINING EXTENT) Province GAUTENG Registration division/Administrative district JR Local authority CITY OF TSHWANE METROPOLITAN MUNICIPALITY Previous description - Diagram deed number T3206/1910 Extent 1218.0000 SQM LPI Code T0JR00230000068100000

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T143357/2004 20041012 20040514 R6612000.00 2005 0109 2249 Yes

Owners detail: Document Full name Identity Number Share Person Enquiry? T143357/2004 REDLEX 89 PTY LTD 200400626907 - Yes

Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B121885/2004 IMPERIAL BANK LTD R4200000.00 2005 0109 2268 Yes B121886/2004 VENTER PIETER JOHANNES R6080000.00 2005 0109 2291 Yes K2851/1982S - - - Not available BROOKLYN,681 - - 1988 1324 0262 Yes

History: Document Document Holder Amount Microfilm reference copy? B109257/1993 ABSA BANK R58432.00 1998 1217 1841 Yes B36061/1994 ABSA BANK R20583.00 1998 1217 1844 Yes B67856/1996 ABSA BANK R82000.00 1998 1217 1847 Yes B93491/1998 - - 2001 0837 3708 Yes B31256/1999 - - 2001 0837 3739 Yes T37516/1982 LEATHERN ROBERTA CAROLYN - 1998 1217 1819 Yes T132167/1998 CLARK'S CORNER PROP INV PTY LTD R650000.00 2005 0109 2243 Yes

106

ANNEXURE 3

107

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

THE REMAINING EXTENT OF THE FARM KLEIN BUFFELSFONTEIN 477, UITENHAGE RD, EASTERN CAPE

“BLUE HORIZON ECO - ESTATE”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Development approach (DCF)

Date of inspection : 23rd September 2005

Effective date of valuation : 5th October 2005

108

2. TITLE DEED INFORMATION

Title Deed No. T50006/2003 Registered Owner GR Equity (Pty) Limited Title Deed Description Remaining Extent of the Farm Klein Buffelsfontein 477, Uitenhage RD, Eastern Cape Extent 76.7186 hectares Purchase Price R550,000 Purchase Date 4th March 2003 Registration Date 6th June 2003 Bonds B30557 - Nedbank Limited - R675,000 Conditions & Servitudes No details were available.

3. TOWN PLANNING

The EIA has not yet been submitted which withholds the rezoning process at this stage. Contact person in this regard is Me. Erna van Zyl from Setplan Town Planners, tel. no. 041-5851788.

4. LOCALITY AND ENVIRONMENT

The proposed development is located on a portion of the Farm Klein Buffelsfontein 477, Uitenhage RD, in the Eastern Cape Province, with access from the existing road to the Van Staden's River Mouth and Blue Horizon Bay, however a 500 metre access road across a private property (Maitland Mines No. 478) will be required.

The surrounding properties comprise farmland, with the small developing town of Blue Horizon Bay just east of the subject property. The subject property is furthermore situated approximately 40km west from Port Elizabeth along the N4.

5. METHOD OF VALUATION

6. POTENTIAL DEVELOPMENT

The proposed project comprises the development of a large portion of agricultural or farm land into an upmarket residential estate, to accommodate approximately 92 single residential sites, and 2 high-density residential sites. The remainder of the undeveloped land will be used as open space to allow small game to roam freely, and the purpose is to retain and enhance as much of the natural environment as possible, and every possible precaution will be taken during the design and development of the project to minimise the environmental impact. Comprehensive environmental studies of the existing flora and fauna have been done and will continue to play a critical role in the development of the proposed estate. Community facilities include a clubhouse with a swimming pool, tennis court and a Village Green area for sporting activities, and the distance between the individual properties will allow the free movement of the small game to the dams and across the estate. The purpose is to create an upmarket residential estate that will protect and reinstate the natural environment on a sustainable basis.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the figures compiled by the marketing team and applied accordingly. The proposed selling prices are as follows:

SCHEDULE OF STANDS Average price per stand during this Average price per stand during this Total phase (incl. VAT) phase (excl. VAT) stands Residential 1 R 723,900 R 635,000 92 Residential 2 R 2,657,171 R 2,330,852 1 Residential 2 R 2,714,400 R 2,381,053 1

TOTAL number of stands = 94 R 71,970,371

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. Discount rates for township developments are between 35% and 50%. With the excellent location in mind as well as the positive layout, it was therefore deemed appropriate to utilise a discount rate of between 35% and 40%.

Conclusion It is obvious that the net present value calculated, is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 18,000,000 @ 40%: R 16,600,000

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

ANNEXURES

Annexure 1 : Photos;

Annexure 2 : Deeds Enquiry;

Annexure 3 : Locality Map and Site Layout;

110

ANNEXURE 1

111

ANNEXURE 2

Property Enquiry Details

Property detail: Deeds registry CAPE TOWN Property type FARM Farm name KLEIN BUFFELSFONTEIN Farm number 477 Portion 0 (REMAINING EXTENT) Province EASTERN CAPE Registration division/Administrative district UITENHAGE RD Local authority NELSON MANDELA METROPOLITAN MUN Previous description - Diagram deed number UIQ1-24/1816 Extent 76.7186 H LPI Code C07600000000047700000

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T50006/2003 20030606 20030304 R550000.00 2003 0591 5512 Yes

Owners detail: Document Full name Identity Number Share Person Enquiry? T50006/2003 G R EQUITY PTY LTD 200101673407 - Yes

Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B30557/2003 NEDBANK LTD R675000.00 2003 0591 5523 Yes FARM UI 477 - - 1985 0082 0502 Yes PTNS UI RD 477/1-4 - - - Not available

History: Document Holder Amount Microfilm reference Document copy? T24412/1980 HEATHCOTE WARWICK GEOFFREY - 2003 0591 5503 Yes

112

ANNEXURE 3

113

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

THE PROPERTIES KNOWN AS:

PORTIONS 164 TO 168, PORTIONS 170, 173, 174 AND 406 OF THE FARM RIETFONTEIN 189, IQ & PORTIONS 13, 54, 58, 99,147, 148, 149, 173, 174, 175, 176 AND 204 OF THE FARM NOOITGEDACHT 534, JQ.

(TO BE KNOWN AS)

“THE PONDS RESIDENTIAL GOLF ESTATE”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Development approach (DCF)

Date of inspection : 22 September 2005

Effective date of valuation : 5 October 2005

114

2. TITLE DEED INFORMATION

The proposed development is embraced in the following properties:

PORTIONS OF THE FARM NOOITGEDACHT 534, JQ

Property Title Deed No Registered Owner Purchase price Purchase date Extent description Portion 13 T109358/2002 CHAN MAN TUN R550,000 2002/07/30 8.8036 H

Portion 54 T120342/2003 BOS MICHAEL JAMES R1,200,000 2003/05/31 14.4839 H VAN DEN Portion 58 T9861/1986 KEITH LAURENS GORDON R184,000 1985/01/15 14.4622 H KELLY TRUST Portion 99 T15955/1979 PLAS JAN N/A N/A 6.9126 H Portion 147 T1656/1997 BATEMAN GEOFFREY & R145,000 1996/06/13 9.8502 H BATEMAN MARTHA MAGDELENA Portion 148 T40289/1982 ARTJON INV PTY LTD N/A 1982/10/28 – 12.3192 H registration date Portion 149 T25713/1978 BATEMAN GEOFFREY N/A 1978/09/14 – 9.8502 H registration date Portion 170 T6409/960 N/A N/A N/A 8.5757 H Portion 173 T5374/1978 MIDDLETON KENNETH N/A 1978/03/02 – 8.5653 H STEWART registration date Portion 174 T5255/1992 JENCHEM PROP CC R520,000 1991/07/30 8.5653 H Portion 175 T35893/1978 KELLY KEITH LAURENS N/A 1978/12/08 – 9.0652 H GORDON registration date Portion 176 T1539/1972 & PAULO MARARIA N/A 1972/01/20 – 13.3169 H T20713/2004 LUCILIA registration date Portion 204 T109198/1992 PREEZ JOHAN JOACHIM R220,000 1992/05/15 2.7039 H DU

PORTIONS OF THE FARM RIETFONTEIN 189, IQ

Property Title Deed No Registered Owner Purchase price Purchase date Extent description Portion 164 T46364/1981 SMIT PETRUS PHILIPPUS N/A 1981/09/28 – 8.5653 H registration date Portion 165 T29608/1970 WAKEMAN HEATHER N/A 1970/09/21 – 4.0006 H MAGDA registration date Portion 166 T60866/2003 MOSTERT ISABELLA R600,000 2003/01/12 8.5653 H JACOBA & MOSTERT THEO & MOSTERT MARIUS CHRISTIAAN Portion 167 T16428/1965 KELLY KEITH LAURENS N/A 1965/05/11 – 8.5653 H GORDON registration date Portion 168 T44017/1973 C V MCCALLUM INV CC N/A 1973/12/11– 8.5653 H registration date Portion 170 T17923/1986 LENERIC COTTAGES CC R92,500 1985/10/05 8.5653 H Portion 173 T19227/1986 VLEIGROND BELEGGINGS R205,000 1985/12/17 8.5653 H PTY LTD Portion 174 T24385/1975 TERRANOSTRA N/A 1975/07/24– 8.5653 H BELEGGINGS CC registration date Portion 406 T133674/2000 MADDERN PROP TRUST R50,000 2000/07/03 2.0002 H

3. TOWN PLANNING

The EIA and the application for township establishment is in process but has not been submitted yet. Contact person in this regard is Mr. R. Peel, Project Manager, tel. no. 011-658 8400.

4. LOCALITY AND ENVIRONMENT

The subject properties are situated east of the N14 freeway (Krugersdorp – Pretoria) and just north of Hans Strijdom Drive, a main arterial route through the area creating access to the N14 to the west and the N1 further to the east. The surrounding properties comprise predominantly small pieces of farmland being utilised for residential purposes and small scale farming activities.

The area is serviced with an established road infrastructure.

115

3. METHOD OF VALUATION

6. POTENTIAL DEVELOPMENT

The proposed development comprises the installation of bulk and link services to 885 residential 1 stands, 64,100m² residential 2 stands, 19,600m² commercial stands spread around an eighteen-hole golf course, to be constructed over 6 phases. The construction works also include a clubhouse, gatehouse and perimeter fencing. Paved walkways and driveways and a gatehouse with 24-hour access control complete the improvements.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the figures compiled by the marketing team and applied accordingly. For the proposed selling prices, please refer to the attached cash flow.

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. Discount rates for township developments are between 35% and 50%. With the good location in mind as well as the positive layout, it was therefore deemed appropriate to utilise a discount rate of between 35% and 40%.

Conclusion It is obvious that the net present value calculated is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 53,000,000 @ 40%: R 42,000,000

116

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

ANNEXURE

Annexure 1 : Locality Map;

117

ANNEXURE 1

118

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

VILANCULOS, MOZAMBIQUE

“COMUINE GOLF ESTATE”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Development approach (DCF)

Date of inspection : Not Inspected

Effective date of valuation : 5th October 2005

2. TITLE DEED INFORMATION

The proposed site has not been identified at this stage. According to information, ownership will be in the form of a 99-year leasehold, transfer of ownership will not take place.

119

3. TOWN PLANNING

The proposed township development has been approved as far as it could be ascertained. Please refer to the written approval attached in Portuguese.

4. LOCALITY AND ENVIRONMENT

The proposed development is located in the heart of Mozambique along a jagged coastline, in an area known as Vilanculos, with a reliable infrastructure and its own airport, operating direct flights to South Africa. Vilanculos is a bustling village with an active fresh produce market and several small shops, selling various supplies and a number of small restaurants serving the community. The area offers a spectacular view of the islands within the Bazaruto Archipelago.

5. METHOD OF VALUATION

Whilst the comparable sales method of valuation is the most desirable method to employ, this method is in many cases difficult or almost impossible to apply when township development potential is to be valued, mainly due to differing infrastructure costs, topography and general desirability. The method of valuation most suitable in this case is therefore the residual land valuation method. This method of valuation entails preparing a cash flow, an income and expenditure statement based on sales (income) and estimates of all envisaged expenditure with the estimated net proceeds discounted to the date of valuation at an appropriate discount rate.

6. POTENTIAL DEVELOPMENT

A proposed Golf Course development, with residential sites integrated into the natural bush, as well as a number of dam facilities on the golf course. A clubhouse, halfway house, boat launching pad, jetty, a driving range, local community village, staff village and storage facilities will be provided, with a hotel and adjacent chalets also forming part of the proposed development designed by Retief Goosen Design in association with DDV Golf.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the figures compiled by the marketing team in conjunction with VSB Quantity Surveyors, and applied accordingly. Sales income will be generated as follows:

Stand no Description Price per stand No. of Sub total Commission on Total income stands including sales IVA SA Rand IVA inclusive 1-200 Provisional income 550,000 200 110,000,000 (5,500,000) 104,500,000 – Phase 1 Construction profit 6,000,000 6,000,000 – Phase 1 201-425 Provisional income 750,000 225 168,750,000 (8,437,500) 160,312500 –Phase 2 Construction profit 9,000,000 9,000,000 – Phase 2 TOTAL ESTIMATED INCOME (INCLUDING IVA) 293,750,000 (13,937,500) 279,812,500

Sale tempo Although the construction period is only 25 months, the sales have been spread over a period of 40 months. Prices escalated to April 2007.

Expenditure The expenditure was based on the estimated costs supplied with the instruction. Estimated costs were compiled in conjunction with VSB Quantity Surveyors and were spread over a period of 25 months.

120

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. Discount rates for township developments are between 35% and 50%. With the unique characteristics to the project it was deemed appropriate to utilise a discount rate of between 35% and 40%.

Conclusion It is obvious that the net present value calculated is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 24,000,000 @ 40%: R 17,700,000

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

3. This valuation was prepared on the basis that an up-market golf estate is to be developed.

ANNEXURES

Annexure 1 : Approval;

Annexure 2 : Locality map.

121

ANNEXURE 1

122

123

ANNEXURE 2

124

785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

THE REMAINING EXTENT OF THE FARM WELVERGENOEGD 138, CAPE RD.

“WELVERGENOEGD GOLF AND LEISURE ESTATE”

1. VALUATION INSTRUCTION

Principal : Instructed by Mr. C.P. Pretorius

Purpose of valuation : To determine the open market value of the subject property

Valuation method : Development approach (DCF)

Date of inspection : 9th September 2005

Effective date of valuation : 31st August 2005

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2. TITLE DEED INFORMATION

Title Deed No. : T14382/1963 Registered Owner : JN De Kock & Seun (Pty) Limited Title Deed Description : The remaining Extent of the Farm Welvergenoegd 138, Cape RD Extent : 380.3652 hectares Purchase Price : No details available Purchase Date : No details available Registration Date : 17th September 1963 Bonds : B74803/2004 – Chestnut Hill Investments 111 (Pty) Limited Conditions & Servitudes : No details were available.

3. TOWN PLANNING

A previous application for township establishment was approved but the rights lapsed. The new application with higher density is in process.

4. LOCALITY AND ENVIRONMENT

The proposed development is located just east of the N7 road to Malmesbury, approximately 30km north of Cape Town. The surrounding properties comprise farmland with active farming activities i.e. wheat and vineyards. The subject property can be accessed via an existing road network.

5. METHOD OF VALUATION

6. POTENTIAL DEVELOPMENT

The proposed project comprises the development of a large portion of agricultural or farm land into an upmarket residential golf estate, comprising 850 residential stands and an eighteen-hole golf course with clubhouse. A guardhouse, paved walk and driveways and perimeter fencing complete the improvements.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the projected figures compiled by the marketing team and applied accordingly. The proposed selling prices are as per attached cash flows:

Expenditure The expenditure was based on the estimated costs supplied with the instruction. Estimated costs were compiled in conjunction with Africon Consulting Engineers and were spread over a period of 41 months.

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. Discount rates for township developments are between 35% and 50%. With the excellent location in mind as well as the positive layout, it was therefore deemed appropriate to utilise a discount rate of between 35% and 40%.

Conclusion It is obvious that the net present value calculated is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 176,000,000 @ 40%: R 149,000,000

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CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

3. This valuation was prepared on the basis that an up-market golf estate is to be developed.

4. It is assumed that no claims in terms of the Restitution of Land Rights Act No 22 of 1994 exist against the subject property.

5. This valuation has been prepared on the understanding that no onerous easements, rights of way or encroachments exist by or on the subject property, other than those in favour of statutory bodies, applicable to all such properties, or which could be regarded as customary.

6. Finally, we must point out that neither the whole nor any part of this valuation, nor any reference thereto, may be included in any document, circular or statement, without the prior written approval of the Valuer of the form and content in which it is to appear.

ANNEXURES

Annexure 1 : Photos;

Annexure 2 : Deeds Enquiry;

Annexure 3 : Location Map.

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ANNEXURE 1

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ANNEXURE 2

Property Enquiry Details Property detail: Deeds registry CAPE TOWN Property type FARM Farm name WELVERGENOEGD Farm number 138 Portion 0 (REMAINING EXTENT) Province WESTERN CAPE Registration division/Administrative CAPE RD district Local authority BELLVILLE MUN Previous description - Diagram deed number T5310/1907 Extent 380.3652 H LPI Code C01600000000013800000 Title Deeds detail: Registration Purchase Document Amount Microfilm reference Document copy? date date T14382/1963 19630917 - - 2004 0999 1391 Yes Owners detail: Document Full name Identity Number Share Person Enquiry? T14382/1963 J N DE KOCK & SEUN PTY LTD 200102561107 - Yes Endorsements / Encumbrances: Endorsement / Microfilm Holder Amount Document copy? Encumbrance reference CHESTNUT HILL INV 111 B74803/2004 R6000000.00 2004 0999 1400 Yes PTY LTD K857/1983S - - - Not available FARM CP 138 - - 1985 0025 1728 Yes FROM RD 136,137/1 - - - Not available History: Document Holder Amount Microfilm reference Document copy? STANDARD B57918/1990 - 2000 0095 0289 Yes BANK STANDARD B50467/1991 - 2000 0095 0293 Yes BANK W P K FINANS B50162/1992 - 2005 0130 2506 Yes PTY LTD B2257/2000 - - 2004 0999 1426 Yes J N DE KOCK & T14382/1963 - 2004 0999 1391 Yes SEUN C C

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ANNEXURE 3

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785 B Panbult Street Faerie Glen 0043 Telephone: (012) 991 5822 Fax: (012) 991 5821

VALUATION

The properties currently identified as:

Portions 9, 10 and 13 of the Farm Brakfontein 476, IQ.

to be consolidated and subdivided and to be identified as

Portion 53 of the Farm Brakfontein 476, IQ.

“Rock Ridge Golf and Fly Fishing Estate”

1. VALUATION INSTRUCTION

Principal: Instructed by Mr. C.P. Pretorius

Purpose of valuation: To determine the open market value of the subject property

Valuation method: Development approach (DCF)

Date of inspection: 26 September 2005

Effective date of valuation: 5 October 2005

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2. TITLE DEED INFORMATION

The proposed development is embraced in the following properties: Portions 9, 10 and 13 of the Farm Brakfontein 476, IQ.

Property Title Deed Registered Owner Purchase Purchase Extent description No price date Portion 9 T104061/199 8 R228,000 1997/10/28 217.7390 H Portion9 T36507/1998 Portion9 T69821/1998 Portion 10 T17353/1969 SMILIN' THRU N/A 1969/05/05 – CHALETS (PTY) LTD registration date Portion 10 T17354/1969 N/A 1969/05/05 – registration 228.0859 H date Portion 13 T91827/1998 R280,000 1997/10/20 63.2591 H

3. TOWN PLANNING

The Town Planner, Mr. Hendrik Krup at tel. no. 018-293 0250, confirmed that all the rights for the proposed development are in place.

4. LOCALITY AND ENVIRONMENT

The proposed development is located on the banks of the Vaal River approximately 5km north of Parys in North West province. The surrounding properties comprise farmland.

5. METHOD OF VALUATION

6. POTENTIAL DEVELOPMENT

The intended development comprises a joint venture entered into between Accretio Property Development (Pty) Ltd (“Accretio”) and Smilin’ Thru Chalets (Pty) Ltd (“Smilin Thru”) whereby Smilin Thru owns the land (“land”) and Accretio has the necessary expertise and skill for the development of the infrastructure and components of the development. The land for development is a proposed portion of portion 53 of The Farm Brakfontein 476, IQ North West Province measuring approximately 166,44 hectares (“the land”).

The land will be developed as follows:

6.1. 315 residential subdivisions 26,56 hectares 6.2. 18 hole golf course 66,53 hectares 6.3. Club house 1,44 hectares 6.4. Driving range 4,60 hectares 6.5. Roads 16,97 hectares 6.6. Existing leisure resort 14,82 hectares 6.7. Filling station/ petrol kiosk 5,02 hectares 6.8. African cultural village 4,45 hectares 6.9. Open space/ landscaping/ future development 26,07 hectares Total 166,44 hectares

6.10. Phase 1, 1st stage The installation of the infrastructure, including earthworks and the irrigation system for an 18 hole golf course with driving range, club house, workshop and ancillary facilities 6.11. Phase 1, 2nd stage The planting and seeding of the grass works on the course and the final construction of the greens and bunkers

The installation of the infrastructure for the development of approximately 315 residential units including the construction of the following essential services in connection therewith: • Roads • Water • Storm water • Sewer • Electricity 132

and such other components or facilities as agreed to between the parties from time to time.

Accretio and Smilin Thru will each receive 55 residential stands from the 315 stands per 6.1. above, selection of which will ensure a fair and equitable distribution in terms of locality, price and other factors. The remaining 205 stands will be marketed by Devco, equity to be held 50% each by Accretio and Smilin Thru.

7. INCOME AND EXPENDITURE CASH FLOW

Income The income utilised in the cash flow was based on the figures compiled by the marketing team and applied accordingly. For the proposed selling prices, please refer to the attached cash flow.

Discount Rates In order to obtain the present value of the projected net future income, it is necessary to determine the discount rate, which is the effective return per annum, which a developer would require when embarking on a development of this nature. This rate would depend on the expected return the developer anticipates. It was deemed appropriate to utilise a discount rate of between 35% and 40%.

Conclusion It is obvious that the net present value calculated is subject to the above-mentioned factors and could have a huge impact on the end result.

8. DETERMINING THE VALUE

Based on the limited information supplied and to leave scope for decision-making, the residual land value was calculated on 2 different discount rates as follows:

@ 35%: R 45,000,000 @ 40%: R 38,000,000

CERTIFICATE

I, the undersigned, declare that in accordance with the instruction, have valued the herein described property to the best of my knowledge and skill.

DATE : 29th November 2005 ADDRESS : Val-Co PO Box 37753 Faerie Glen 0043

SIGNED : A.D. Visser N.DIP (PROP VAL) M.I.V. (SA) PROFESSIONAL ASSOCIATED VALUER

REGISTRATION NO: 3629/4

CAVEATS

1. This valuation report has been compiled for the exclusive use of the instructing party for information purposes, and shall not be divulged to any other party, as it is confidential.

3. This valuation was prepared on the basis that an up-market golf estate is to be developed

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4. It is assumed that no claims in terms of the Restitution of Land Rights Act No 22 of 1994 exist against the subject property.

ANNEXURES

Annexure 1 : Photos;

Annexure 2 : Deeds Enquiry;

Annexure 3 : Locality Map.

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ANNEXURE 1

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ANNEXURE 2

Property Enquiry Report

Property detail: Deeds registry PRETORIA Property type FARM Farm name BRAKFONTEIN Farm number 476 Portion 9 Province NORTH-WEST Registration division/Administrative IQ district Local authority POTCHEFSTROOM CITY COUNCIL Previous description -LG196/965 Diagram deed number T5128/928 Extent 217.7390 H LPI Code T0IQ00000000047600009

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T104061/1998 19980910 19971028 R228000.00 1999 0090 0420 Yes

Owners detail: Identity Document Full name Share Person Enquiry? Number SMILIN'THRU CHALETS PTY T104061/1998 196801373707 0.188976 Yes LTD SMILIN'THRU CHALETS PTY T36507/1998 196801373707 0.192913 Yes LTD SMILIN'THRU CHALETS PTY T69821/1998 196801373707 0.618110 Yes LTD

Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B101401/1998 ABSA BANK LTD R400000.00 1999 0090 0429 Yes K1504/1982S - - - Not available K6526/2005S - - - Not available CL-STREEKSRAAD WESVA AL - - Not available

History: Microfilm Document Document Holder Amount reference copy? B17951/1982 - - 1998 1055 0752 Yes B18864/1984 RSA - 1998 1055 0757 Yes B66477/1992 ABSA BANK - 1998 1055 0765 Yes T17521/1965 SUPRA DANIEL LUCAS 49/254 - 1989 2177 1550 Yes T58594/1989 SUPRA ROELOF PETRUS 0,192913 ESTATE ESTATE 1989 2177 1577 Yes

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T58595/1989 SUPRA ANNA MARIA 3500* R3500.00 1998 0493 0249 Yes T58595/1989 SUPRA MARTIN WILLEM 3500* R3500.00 1998 0493 0249 Yes T18769/1976 SUPRA JOHAN JURGENS - 1998 0779 2616 Yes SCHALKWYK HENDRIK WILLEM JOHANNES T19797/1982 - 2002 1229 3282 Yes VAN

Property Enquiry Report

Property detail: Deeds registry PRETORIA Property type FARM Farm name BRAKFONTEIN Farm number 476 Portion 10 Province NORTH-WEST Registration division/Administrative IQ district Local authority POTCHEFSTROOM CITY COUNCIL Previous description -LG196/965 Diagram deed number T5130/928 Extent 228.0859 H LPI Code T0IQ00000000047600010

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T17353/1969 19690505 - - 2000 0836 1926 Yes

Owners detail: Identity Document Full name Share Person Enquiry? Number SMILIN'THRU CHALETS PTY T17353/1969 196801373707 0.375000 Yes LTD SMILIN'THRU CHALETS PTY T17354/1969 196801373707 0.625000 Yes LTD

Endorsements / Encumbrances: Endorsement / Encumbrance Holder Amount Microfilm reference Document copy? B36577/1996 ABSA BANK LTD R79614.00 1996 0559 3120 Yes B52791/2000 ABSA BANK LTD R800000.00 2000 0836 1939 Yes B78761/1993 ABSA BANK LTD R800000.00 1993 0938 2172 Yes B78762/1993 ABSA BANK LTD R100000.00 1993 0938 2194 Yes B84718/1994 ABSA BANK R100000.00 1994 1050 0765 Yes K6492/2005S - - - Not available CL-STREEKSRAAD WESVA AL - - Not available COMP-PTN10&PTN11 - - - Not available

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Property Enquiry Report

Property detail: Deeds registry PRETORIA Property type FARM Farm name BRAKFONTEIN Farm number 476 Portion 13 Province NORTH-WEST Registration division/Administrative IQ district Local authority POTCHEFSTROOM CITY COUNCIL Previous description -LG196/965 Diagram deed number T5132/928 Extent 63.2591 H LPI Code T0IQ00000000047600013

Title Deeds detail: Document Registration date Purchase date Amount Microfilm reference Document copy? T91827/1998 19980817 19971020 R280000.00 1998 0924 0380 Yes

Owners detail: Identity Document Full name Share Person Enquiry? Number SMILIN'THRU CHALETS PTY T91827/1998 196801373707 - Yes LTD

Endorsements / Encumbrances: Endorsement / Microfilm Holder Amount Document copy? Encumbrance reference CL-STREEKSRAAD AL - - Not available WESVA COMP-PTN12&R/E,PTN13 - - - Not available

History: Microfilm Document Document Holder Amount reference copy? B46290/1998 BRUWER PIETER WOUTER R10000.00 1998 0924 0394 Yes T17521/1965 SUPRA DANIEL LUCAS - 1989 2177 1550 Yes BEUKES JACOBA DOROTHEA REGINA T58593/1989 ESTATE 1998 0602 2121 Yes ESTATE T49982/1998 BEUKES FREDERICK PIETER JACOBUS ESTATE 1998 0924 0373 Yes

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ANNEXURE 3

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ANNEXURE 20

PROJECT FUNDING IN EVENT OF NO CAPITAL RAISING

Should no funds be raised through the placement of shares in terms of this prospectus, the directors of Acc-Ross will fund the various obligations or projects as set out below:

Obligation/Project Status if no funding raised Funding Redemption of Gardener Ross Preference Preference shares will not be Preference shares will be redeemed in Shares cumulative of dividend to redeemed early February 2007 out of a portion of the 28 February 2007 for the amount of cash flows to be generated by Golf approximately R82 million. and Country Estate

Acquisition of 50% shareholding in Golf Acquisition and related liability Liability will be settled out of sale of and Country Estate from GRIF for remain 29 debentures owned by Gardener R20 million Ross, with a market value in excess of R29 million based on current selling prices of stands

50% shareholding in Tauve from the Tauve Acquisition and related liability Liability will be settled out of sale of vendor for R6,5 million remain 29 debentures owned by Gardener Ross, with a market value in excess of R29 million based on current selling prices of stands

Acquisition of the numerous stands in the No liability exists, agreements Discussions to fund this project have Muldersdrift area from a variety of will need to be renegotiated. commenced with the Bank of China independent land owners for a combined Deposit paid of R480 000 will or alternate bank project funding will consideration of R41,2 million, in order to be forfeited. be sought facilitate The Ponds development

Acquisition of 100% of the issued share No liability exists, agreements Potential exists for vendors to accept capital of Chestnut Hill for R20 million will probably be renegotiated shares or alternate bank project funding will be sought

Acquisition of a 10% shareholding in Acquisition and related R2 million will still require payment Nondela for R4 million liabilities remain out of proceeds of sale of debentures, balance to be settled in shares

Raise the necessary funding to facilitate the No liability exists, agreement Banks will be approached for project payment of professional fees and will be need to be renegotiated funding development of the golf course component to allow for raising of bank and bulk infrastructure at the Comuine funding Golf Estate development in an amount of R20 million

Raise the necessary development finance No liability exists, agreement Banks will be approached for project of R40 million to facilitate the will be need to be renegotiated funding development of the land at the Rock Ridge to allow for raising of bank development funding

Acquisition of 100% of the issued share No liability exists, agreements Potential exists for vendors to accept capital of Eagle Creek for R15 million, will probably be renegotiated shares or alternate bank project which owns 60% of Zeranza funding will be sought

Acquisition of a 25% shareholding in Peel No liability exists, agreements Potential exists for vendors to accept Pickering for R4 million will probably be renegotiated shares

Settling the outstanding liabilities within Assumption of the liability is Liability only due in 2007, banks will Chestnut Hill for R28 million. dependent on the acquisition of be approached for project funding Chestnut Hill as above 140

APPLICATION FORM IN RESPECT OF THE OFFER BY ACC-ROSS HOLDINGS LIMITED OF 326 000 000 ORDINARY SHARES OF R0.0001 EACH AS REGISTERED BY THE REGISTRAR OF COMPANIES ON 30 JANUARY 2006

This application form, when completed, should be forwarded by hand or posted to the following address:

Acc-Ross Subscription c/o either Acc-Ross Holdings Limited, or Arcay Client Support (Pty) Ltd, or Watermark Securities (Pty) Ltd Unit 7A Persequor Close Arcay House II Suite 1 49 De Havilland Number 3 Anerley Road 5 Fricker Road Persequor Technopark Parktown, 2193 Illovo Boulevard Pretoria (PO Box 62397, Marshalltown, 2107) Johannesburg, 2196 (PO Box 200, Persequor Park 0020) (PO Box 413407, Craighall Park, 2024)

To be received by 12:00 on Wednesday, 08 February 2006

Note: All blocks must be completed. Applications are subject to the terms set out below and those set out in the prospectus in which this application form is enclosed.

BLOCK A: APPLICANT’S DETAILS

Surname of applicant: First names of applicant: Identity number of applicant: Postal address (preferably a PO Box):

Postal code: Contact name: Telephone number and dialling code: Facsimile number and dialling code: E-mail address: Former resident or non-resident of South Africa

BLOCK B: APPLICATION FOR ACC-ROSS ORDINARY SHARES

Column 1 Column 2 Column 3 Number of Acc-Ross ordinary Price per ordinary share Amount payable shares applied for (must be a (Rands) whole number multiple of 100 with a minimum of 1 000 shares)

Amount applied for R1.00

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All Acc-Ross Holdings Limited shares allotted to applicants will be registered in the name and at the address listed below. Should these registration details not be completed then the Acc-Ross ordinary shares will be registered in the name of the applicant listed in BLOCK A above.

BLOCK C: APPLICATION FOR ACC-ROSS ORDINARY SHARES AT A PRICE OF R1.00 EACH (CREDITED AS FULLY PAID) (“THE ACC-ROSS ORDINARY SHARES”)

To: The directors of Acc-Ross Holdings Limited I, the undersigned, warrant that I have full legal capacity to contract on behalf of the applicant stated in Block A above (“the applicant”), and on behalf of the applicant hereby irrevocably to subscribe for the number of Acc-Ross Holdings Limited ordinary shares stated in column 1 of Block B above at the price stated in column 2 of Block B above, or any lesser number of Acc-Ross Holdings Limited ordinary shares that may be allocated to the applicant in the manner set out in paragraph 9 of the Company’s prospectus dated 31 January 2006 (“the prospectus”) and which incorporates this application form. Where a lesser number of Acc-Ross Holdings Limited ordinary shares are allocated to the applicant, I hereby agree that the relevant amount payable by the applicant in terms of column 3 of Block B above will be reduced pro-rata to the lesser number of Acc-Ross Holdings Limited ordinary shares allocated. I acknowledge that, on acceptance by Acc-Ross Holdings Limited of the above offer, a binding subscription for Acc-Ross Holdings Limited ordinary shares allocated to the applicant will result on the terms and conditions set out below read with the terms of the application set out below: Full name: Capacity: Signature: Date:

BLOCK D: DETAILS OF CSDP OR BROKER

Name of CSDP or broker: Name of account holder: Account number:

In the event that Block D is not completed, applicants will be issued share certificates which will be posted to the address set out in Block A above.

Terms of the application

1. Applications will only be considered from persons to whom the prospectus has been sent. Such persons may cede, assign or renounce the right to make application in favour of any other person. 2. All alterations on this application form must be authenticated by a full signature. All applications must be made without any conditions stated by applicants. 3. The name of the applicant may be changed to a nominee holder acceptable to Acc-Ross Holdings Limited, provided that the applicant remains responsible for the obligations of its nominee. 4. Acc-Ross Holdings Limited reserves the right to refuse any application in whole or in part, or to accept some applications in full and others in part, or to reduce all or any application on the basis determined by it. 5. Payment in respect of Acc-Ross Holdings Limited ordinary shares allocated to the applicant must be made by cheque made payable to ACC-ROSS ISSUE and must accompany this application form. 6. If the offer to subscribe for the Acc-Ross Holdings Limited ordinary shares is accepted in whole or in part then the resultant subscription is subject to the conditions referred to in paragraph 9 of the prospectus. 7. The subscription and allotment of the Acc-Ross Holdings Limited ordinary shares will be subject to the terms and conditions stated in the prospectus.

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