EPP N.V. - Proposed transaction with Redefine and cautionary announcement

Proposed transaction with Redefine and cautionary announcement

EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(“EPP” or the “Company”)


PROPOSED TRANSACTION WITH REDEFINE AND CAUTIONARY ANNOUNCEMENT


EPP shareholders are advised that Redefine Properties Limited (“Redefine”), which holds 45.44% of EPP’s
issued shares, has submitted a non-binding proposal to the EPP Board (the “proposal”) which entails EPP
becoming an unlisted subsidiary of Redefine. The proposal is subject to approval by the EPP Board and, on
certain aspects, by EPP and Redefine shareholders.

In terms of the proposal, and conditional on EPP shareholders approving a delisting of EPP shares on both the
Johannesburg Stock Exchange and Luxembourg Stock Exchange, Redefine will make an offer to EPP
shareholders that will afford EPP shareholders an ability (but without any obligation) to swap their EPP shares
for Redefine shares at an independently verified fair swap ratio.

The proposed transaction would be conditional on, inter alia, EPP implementing (post its delisting) certain
restructuring transactions (including the disposal of non-prime property portfolios to joint venture companies to
be owned by EPP and certain identified third-party investors) that will significantly bolster EPP’s balance sheet,
generate much needed liquidity and materially reduce EPP’s LTV. The restructuring should also allow EPP to
return to a dividend paying position in the short term in line with its core investment proposition.

An Independent Committee of the EPP Board (comprising certain independent members of the EPP Board) has
been constituted and, together with advisors appointed by the Independent Committee, is considering the
proposal. Further update announcements will be made by EPP in due course. Pending such further
announcements shareholders are advised to exercise caution in dealing in EPP shares.

This press release contains inside information as defined in Article 7(1) of Regulation (EU) 596/2014 of 16 April
2014 (the Market Abuse Regulation).

8 November 2021


JSE sponsor
Java Capital

Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg

For more information:

Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com

Java Capital, JSE Sponsor
Phone: +27 (0)78 456 9999
Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02

Singular Systems IR
Michèle Mackey
+27 (0)10 003 0700/+27 (0)82 497 9827
michele@singular.co.za

Date: 08-11-2021 07:30:00
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