IMPLEMENTATION OF A LONG-TERM DEBTORS SECURITISATION FUNDING PROGRAMME

1. INTRODUCTION

The Company’s sponsor, Rand Merchant Bank, a division of FirstRand Bank Limited, is authorised to announce that the Kelly Group has entered into a long-term debtors’ securitisation funding programme (“the Programme’). In terms of this Programme, the Kelly Group has raised R120 million from Investec Bank acting through its division, Investec Capital Markets (“Investec Capital Markets”), for a renewable period of three years.

2. RATIONALE

With the Company’s existing term funding scheduled for maturity on April 30, 2010, the Company’s board resolved to replace the maturing funding arrangement with an updated and extended funding transaction. After considering similar funding proposals from various potential funders, the company has opted to implement an updated debtors’ securitisation funding transaction as its primary source of debt. This arrangement has proved an efficient means of securing long term funding for the Kelly Group, and its staff and advisors have accumulated significant experience in managing the Company’s funding on this basis. Having established a track record over the last nine years, and with a strongly performing debtors’ book, the decision to update and extend the current transaction was considered the most appropriate means of optimising the Kelly Group’s strong cash flows and experienced debtor management. By issuing listed rated debentures to Investec Capital Markets, the Company has been able to secure its anticipated funding requirements for the next three years at competitive rates based on the strength of its debtors’ book, and to establish a new long-term funding structure with Investec Capital Markets.

3. THE PROGRAMME IN SUMMARY

3.1. Pursuant to the Programme, the Kelly Group (including certain subsidiary entities) has sold its trade debtors to an independently owned special purpose entity, Kelly Corporate Finance (Pty) Ltd (“Kelly Corporate Finance”).

3.2. Kelly Corporate Finance has funded the purchase price paid to the Kelly Group by issuing R120 million of Senior, 36 month Senior secured, non-amortising rated debentures to Investec Bank. The balance of the purchase price has been funded by Kelly Corporate Finance by means of a subordinated loan raised from the Kelly Group in order to over-collateralise the Senior Debentures. The Senior Debentures have been awarded a zaAA credit rating by an independent credit rating agency, Global Credit Rating Co, reflecting the strength and diversification of the Kelly Group’s debtors.

3.3. The Senior debentures bear interest at a fixed rate linked to the three year swap curve, and the funding raised thereon now replaces the Company’s existing debtors’ securitisation funding transaction which was originally implemented in 2001.

3.4. The recurring sale of trade debtors to Kelly Corporate Finance is without specific recourse to the Kelly Group. The Kelly Group provides the required first loss over-collateralisation and remains responsible for the ongoing administration and collection of such trade debtors.

3.5. The Programme constitutes a single indivisible transaction, and has been arranged for the Kelly Group by Mettle Specialised Finance.