CASTLEVIEW PROPERTY FUND LIMITED - Specific issue of shares for cash

Specific issue of shares for cash

CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(Approved as a REIT by the JSE)
("Castleview" or the "Company")


SPECIFIC ISSUE OF SHARES FOR CASH


1.   Introduction and rationale

     Shareholders are advised that Castleview has concluded a share subscription agreement (the "subscription
     agreement") with Select Opportunities Fund En Commandite Partnership (the "subscriber"), represented and
     managed by its general partner, K2020492889 (South Africa) Proprietary Limited, in terms of which the
     subscriber will subscribe for and the Company will issue a maximum of 30 487 805 shares at an issue price of
     R6.56 per share (the "subscription price") for a maximum aggregate subscription value of R200 000 000 (the
     "specific issue").

     The rationale for the specific issue is to build Castleview's cash reserves for liquidity management purposes, in
     accordance with the Company's risk management procedures. The specific issue relates to a class of Castleview
     shares which are already in issue and is for cash without any other impact on the Company's financial statements.

2.   Regulatory requirements for the specific issue

     Since the general partner of the subscriber is a subsidiary of the ultimate holding company of Castleview (and
     therefore an associate of a material shareholder of Castleview), the subscriber is a related party to Castleview in
     terms section 2 of the Companies Act, 71 of 2008 (the "Companies Act") and section 10 of the JSE Listings
     Requirements.

     In terms of section 41(1) of the Companies Act, an issue of shares to a related or an inter-related party must be
     approved by a special resolution of the shareholders of a company and in terms of paragraph 5.51(g) of the JSE
     Listings Requirements, the specific issue requires the approval by way of an ordinary resolution (requiring at least
     a 75% majority of the votes cast in favour of such resolution) by all Castleview shareholders present or represented
     by proxy at a general meeting, excluding the subscriber and its associates.

     The subscription price represents a 20% discount to the spot price of a Castleview share measured immediately
     prior to the execution of the subscription agreement and as such, Castleview is required to obtain a fairness
     opinion from an independent expert in compliance with the provisions of paragraph 5.51(f) of the JSE Listings
     Requirements in respect of the specific issue. Accordingly, Castleview has appointed BSM Advisory Proprietary
     Limited as the independent expert to provide external advice to the board of directors of Castleview in relation to
     the specific issue. The independent expert's report, as well as the statements of the board as to whether the specific
     issue is fair to shareholders, will be included in the circular to Castleview shareholders, as detailed below.

3.   Conditions precedent

     The specific issue remains conditional upon:

     -     the approval by Castleview shareholders of the specific issue; and
     -     all other resolutions of the boards of directors and shareholders of the parties required to authorise the
           specific issue and the implementation thereof, being validly adopted.

4.   Circular and general meeting of shareholders

     A circular containing full details of the specific issue and a notice convening a general meeting at which
     shareholders will be requested to approve the specific issue and accompanying resolutions, will be distributed in
     due course.

2 July 2025


Designated advisor
Java Capital

Date: 02-07-2025 10:30:00
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