TRADEHOLD LIMITED - VOLUNTARY JOINT ANNOUNCEMENT PERTAINING TO AN UPDATE ON THE RESTRUCTURE OF TRADEHOLDS NON-PROPERTY BUSINESSES

VOLUNTARY JOINT ANNOUNCEMENT PERTAINING TO AN UPDATE ON THE RESTRUCTURE OF TRADEHOLD’S NON-PROPERTY BUSINESSES

 Tradehold Limited                                     VestIN Holdings Limited
 (Registration number: 1970/009054/06)                 (Registration number: 47305)
 Incorporated in the Republic of South Africa          Incorporated in Bermuda
 JSE Share code: TDH ISIN: ZAE000152658                ‘A’ Ordinary Share Code: VIN
 ("Tradehold" or "the Group")                          ISIN: BMG934031060
                                                       (“VestIN”)




VOLUNTARY JOINT ANNOUNCEMENT PERTAINING TO AN UPDATE ON THE RESTRUCTURE OF
TRADEHOLD’S NON-PROPERTY BUSINESSES


1. Introduction

   Tradehold and VestIN shareholders (“Shareholders”) are referred to the announcement released in
   Bermuda and on SENS on 22 August 2017 in which Tradehold advised that it had taken the first steps
   in what will be a series of transactions which will give effect to the reorganisation of its group through
   the separation of its property interests from its non-property interests (“the Restructure”).

2. Update on the Restructure

   Pursuant to the above, Shareholders are advised that the final condition precedent to be met, being
   Tradehold entering into a written guarantee, warranty and indemnity agreement with a third party in
   terms whereof Tradehold and its shareholders are indemnified against any losses that may arise as a
   result of them acquiring and holding the shares in VestIN remains unfulfilled. Tradehold has been
   engaging with such parties to fulfil the remaining condition precedent, failing which it will seek an
   alternative structure so as to achieve the same result for its shareholders.

3. Proposed effective date

   Shareholders are advised that the above mentioned outstanding condition precedent has resulted in a
   delay to the original transaction timetable. It is therefore now anticipated that the Restructure will be
   effective by the end of Tradehold’s financial year, 28 February 2018.

   Cape Town
   28 November 2017

   JSE Sponsor to Tradehold
   Bravura Capital Proprietary Limited

   Designated Advisor to VestIN in South Africa
   Questco Corporate Advisory Proprietary Limited

   Sponsor to VestIN in Bermuda
   Global Custody and Clearing Limited (LOM Financial Limited)

   Joint financial Advisors
   Rand Merchant Bank, a division of FirstRand Bank Limited
   Mettle Corporate Finance Proprietary Limited

   Attorneys
   Cliffe Dekker Hofmeyr Inc.

Date: 28/11/2017 04:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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