FREEDOM PROPERTY FUND LIMITED - Disposal of Portolan Place and Related Party Circular

Disposal of Portolan Place and Related Party Circular

     Freedom Property Fund Limited
     (Incorporated in the Republic of South Africa)
     (Registration number: 2012/129186/06)
     Share code: FDP
     ISIN: ZAE000185260
     (“Freedom” or “the Company”)


     DISPOSAL OF PORTOLAN PLACE AND RELATED PARTY CIRCULAR

     1. DISPOSAL OF PORTOLAN PLACE

     1.1   Introduction

     The Portolan Place (“Property”) was acquired by the Company through Clear Creek Trading 145 (Proprietary
     Limited (“Clear Creek”)) in terms of agreements concluded on 2 May 2013 for an amount of R49 496 397
     (including allocated acquisition costs). Freedom, through Clear Creek, has concluded an agreement (“Sale
     Agreement”) to dispose of the Property to Garvin Investment Holdings Proprietary Limited, registration
     number 2014/223988/07) (“the Purchaser”), for a sale consideration of R22 000 000 (“the Disposal”) plus
     VAT. The effective date of the Disposal is the date of registration of transfer of the Property into the name of
     the Purchaser in the relevant deeds office, which is expected to take place on or about 31 May 2016.

     1.2.   Property details
     The Property is immovable property located at Gonubie, East London, Eastern Cape. The following detail is
     applicable to the Property:
                                                 
      Title Deed Number                               T1685/2014, (Portion 18 of Farm 799, East London
      Sector                                          Residential
      Size                                            17, 9910 Hectares
      Purchase price                                  R49 496 397
      Valuation of Property                           R 115 900 000


     Note

     The Property was valued by JS Bosman (M.I.V) (SA), an external independent valuer, effective 28 February
     2015.

     1.3.   Disposal proceeds & rationale

     The proceeds of the Disposal, being R22 000 000, excluding VAT, are payable in cash on registration of
     transfer of the Property into the name of the Purchaser in the relevant deeds office. The proceeds will be
     applied to specific approved future developments and projects within the Group.

     In line with the Company’s short to medium term strategy, the current focus is to dispose of non–core assets
     and to develop its residential properties, including Gevonden and Tubatse Homes, details of which are
     contained in Freedom’s Integrated Report for the year ended 28 February 2015 and available on the
     Company’s website at www.freedompropertyfund.com.

     1.4.    Suspensive conditions

     1.4.1   The Purchaser performing a due diligence investigation within 30 business days after receiving the
             documentation they require from Clear Creek.
     1.4.2   The Purchaser obtaining formal approval for a loan within 15 business days after the expiry of the
             due diligence period referred to above.
     1.4.3   The Seller providing the Purchaser with the approval of the shareholders of the seller approving the
             sale as set out in the Sale Agreement.

     1.5.    Warranties

     The Company and the Purchaser have provided each other with warranties that are standard to a transaction
     of this nature.

     1.6.    Categorisation of Disposal in terms of the JSE Listings Requirements

     The Disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements. The JSE does
     not require the approval of shareholders for a category 2 transaction.

     1.7.    Financial information
     The net asset value contribution of the Property to the Company was approximately R54 000 000 as at 28
     February 2015. The property is dormant and did not accrue any income. The property, through Clear Creek,
     contributed costs of R7 144 to the group at 28 February 2015 and R41 757 for the six months ended 31
     August 2015.

     2.     RELATED PARTY CIRCULAR

     Further to the announcement, dated 12 January 2016, setting out the proposed amendments to the settlement
     terms of specific acquisition agreements between Freedom and the Christo Le Grange Gesins Trust,
     Shareholders are advised that the circular is expected to be posted to Shareholders on or about Friday, 25
     March 2016.


Johannesburg
24 February 2016
Sponsor
KPMG Service Proprietary Limited

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