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Update in respect of the Redefine offer and delisting
EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(“EPP” or the “Company”)
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there
be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption
from the registration or qualification requirements under the securities laws of such jurisdiction.
With respect to any Member State of the European Economic Area or the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant State. As a result, securities may only be offered in Relevant States: (i)
to any legal entity which is a “qualified investor” as defined in Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the “Prospectus Regulation”); or (ii) in any other circumstances
falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of securities shall result in a
requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person
who initially acquires securities or to whom any offer is made will be deemed to have represented, warranted and
agreed that it is a “qualified investor” within the meaning of the Prospectus Regulation. For these purposes, the
expression “Prospectus Regulation” includes Regulation (EU) 2017/1129 as it forms part of United Kingdom
domestic law by virtue of the EUWA.
This announcement contains information as defined in Article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the
Market Abuse Regulation).
UPDATE IN RESPECT OF THE REDEFINE OFFER AND DELISTING
EPP shareholders are referred to the previous announcements released on SENS (the last of which was released on 1
February 2022) and the circular issued to shareholders dated 17 December 2021 (the “circular”) relating to, inter alia, (i)
the proposed termination of the listing of EPP from the main board of the JSE and the official list of the Luxembourg Stock
Exchange (the “delisting”), (ii) a conditional general offer by Redefine Properties Limited (“Redefine”) to acquire all EPP
shares that it does not already own (other than those held by I Group Consolidated Holdings Proprietary Limited and its
subsidiaries (collectively “I Group”) and any EPP shareholders who are unable to accept the Redefine offer) in exchange
for Redefine shares at a swap ratio of 2.70 Redefine shares per EPP share acquired (the “Redefine offer”) and (iii) the
specific repurchase of 74 993 917 EPP shares held by the I Group in exchange for shares in EPP Community Properties.
The expected salient dates and times for the Redefine offer and delisting, as detailed in the circular, assumed that the
Redefine offer would be wholly unconditional on or before Tuesday, 8 February 2022. As certain conditions to the Redefine
offer are still to be fulfilled, the implementation of the Redefine offer and delisting will be delayed.
The revised salient dates for the Redefine offer and delisting will be announced following the fulfilment of the outstanding
conditions, which are expected to be fulfilled within the next 3 weeks.
8 February 2022
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: 08-02-2022 11:00:00
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