GREENBAY PROPERTIES LIMITED - Offer by Greenbay to Group Five Limited (Group 5) to purchase its European assets and businesses

Offer by Greenbay to Group Five Limited (“Group 5”) to purchase its European assets and businesses

GREENBAY PROPERTIES LTD
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number: C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: GRP
ISIN: MU0461N00007
(“Greenbay” or “the Company”)



OFFER BY GREENBAY TO GROUP FIVE LIMITED (“GROUP 5”) TO PURCHASE ITS EUROPEAN ASSETS AND BUSINESSES


Introduction
Greenbay shareholders are referred to the announcement released by Group 5 on the Stock Exchange News Service of
the JSE Limited (“JSE”) on 16 October 2017, regarding the communication by Greenbay to Group 5 of its firm offer to
purchase (the “offer”) Group 5’s European assets and businesses, comprising its European concession stakes, Bulgarian
assets and Intertoll Europe management contract (the “target assets’).

Rationale for the offer
Greenbay invests directly and indirectly in income-yielding real estate and infrastructure assets in select geographies
including the Central and Eastern European region (“CEE”). The target assets are consistent with Greenbay’s
investment policy and would constitute in Greenbay’s hands a platform which the Company is positioned to grow
through provision of sufficient capital and access to operating experience in Europe including in the CEE region.

Salient terms of the offer
On 13 October 2017, Greenbay made an offer which, if accepted, will result in the purchase by Greenbay of Group 5’s
shares in and claims against the entity or entities (the “target entity”) through which the target assets are held for an
aggregate cash price of R1,600,000,000 (the “proposed transaction”). Greenbay has provided to the South African
Takeover Regulation Panel a cash confirmation letter confirming that it has the cash available to pay the price.

If the offer is accepted, the conditions precedent to the proposed transaction will be as follows:
     - Greenbay being reasonably satisfied with the results of a due diligence investigation of the target assets and the
       target entity;
     - Greenbay being reasonably satisfied that the target entity has been released from any liability it may have for
       the obligations of Group 5 and its other subsidiaries;
     - consents of authorities and contractual counterparties which are required to ensure that the implementation of
       the proposed transaction does not result in a termination of contract, exercise of a put or call option or exercise
       of any pre-emptive right or the like or any other adverse consequences for the target assets or target entity;
     - regulatory approvals required for implementation of the proposed transaction, including a compliance certificate
       issued by the South African Takeover Regulation Panel;
     - approval of the shareholders of Group 5; and
     - the absence of any material adverse change.

If the offer is not accepted by Group 5 by 17:00 on 20 October 2017, it shall lapse.

Categorisation of the transaction
The offer, if accepted, would be an acquisition in the ordinary course of business of Greenbay and would not trigger the
provisions of Chapter 13 of the Listing Rules of the Stock Exchange of Mauritius Ltd (“SEM”). Accordingly, the
transaction would not be subject to approval by Greenbay shareholders.

The Company has primary listings on both the Official Market of the SEM and the Main Board of the JSE.

By order of the Board


16 October 2017

This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rule 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007. The Board of directors of Greenbay accepts full responsibility
for the accuracy of the information in this announcement.



JSE sponsor and corporate advisor
Java Capital 
Tel: +27 11 722 3052             
     
                                                                                    
SEM authorised representative and sponsor
Perigeum Capital 
Tel: +230 402 0890  

                     
Company secretary
Intercontinental Trust Ltd            
Tel: +230 403 0800


Attorneys to Greenbay in South Africa
Webber Wentzel 
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