GOGLOBAL PROPERTIES LIMITED - Acquisition of a portfolio of properties from Stenham Property Holdings Limited

Acquisition of a portfolio of properties from Stenham Property Holdings Limited

GoGlobal Properties Limited
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: GGB.BH
JSE share code: GGP ISIN: BMG945551023
(“GoGlobal” or “the company”)


ACQUISITION OF A PORTFOLIO OF PROPERTIES FROM STENHAM PROPERTY HOLDINGS LIMITED AND ACQUISITION OF INVESTMENT MANAGERS

Introduction

Shareholders are referred to the previous cautionary announcements, the last of which was published by the company
on 3 July 2014, and are advised that the GoGlobal group has concluded various share purchase agreements with the
vendors of various property companies (“property companies”) forming part of funds currently managed by the
Stenham Property Holdings Limited group (“Stenham Property”), in terms of which GoGlobal will acquire shares in
the property companies listed below from the corresponding vendors (the “property companies acquisition”):

Property companies                                          Vendor
Anarosa Holdings N.V.                                       Anselmo Properties Limited
Bernina Property Holdings Limited                           Stenham German Property Portfolio 3 Limited
CS Property Holding N.V.                                    Westwind Properties Limited
Davemount Properties Limited                                Hollandbay Holdings Limited
Kantone Holdings Limited                                    Fieldfare Holdings Limited
Lakewood International N.V.                                 Branthill Holdings Limited and Stenham German
                                                            Property Portfolio 2 Limited
Laxton Properties Limited                                   Southwell Property Company Limited
Leatherback Properties Limited                              Sphere Trustees Limited
Loveridge Properties Limited                                Ashcourt Properties Limited
Normanton Properties Limited                                Maplebeck Properties Limited
Spike Investments S.A.                                      Stenham Swiss Property Portfolio Limited
Stenham European Shopping Centre Fund Limited               Capewest Properties Limited
Stenham Properties (Germany) Limited                        Bavaria Property Company Limited
TB Property Holdings N.V.                                   Lincolnfield Holdings Limited

The property companies collectively own forty five buildings in Germany, Switzerland and the United Kingdom. In
addition to the property companies acquisition, GoGlobal will acquire:
    - the Stenham Property management business (through the acquisition of the entire issued share capital of
      Stenham Property and its subsidiaries);
    - various cash holding subsidiaries of certain of the property funds referred to above (the “cash holding
      subsidiaries”); and
    - the entire issued share capital of GoGlobal’s current investment manager, Apex Hi (UK) Limited,
(collectively, the “acquisitions”).

As a result, once the acquisitions have been completed, GoGlobal will be internally managed.

Terms of the acquisitions and conditions precedent

The total purchase consideration for the property companies acquisition is calculated with reference to the NAV of the
underlying property companies at 31 March 2014 and is approximately EUR281.1 million. The purchase consideration
of the Stenham Property management business is approximately EUR15.6 million and the purchase consideration of
Apex Hi (UK) Limited is approximately EUR3.8 million. The purchase consideration for the cash holding subsidiaries
is approximately EUR18.4 million.
                                                                                                                       
The total purchase consideration for the acquisitions will be entirely funded by the issue of new GoGlobal ordinary
shares on the Bermudan share register, at an issue price of EUR1.37 per share being the Euro equivalent of the NAV
per share of GoGlobal as at 31 March 2014 (“the consideration shares”).

The property companies in turn intend distributing the consideration shares that they receive to their shareholders.

The acquisitions are subject to, amongst other things:

-   GoGlobal shareholders approving the issue of the consideration shares in an extraordinary general meeting; and
-   admission of the consideration shares on the Bermuda Stock Exchange (“BSX”) and the Alternative Exchange of
    the JSE Limited (“AltX”).

Summary of the properties

The properties comprise (by value):

-   34% UK properties, including 32% in three central London multi let office buildings and 2% in regional retail
    units;
-   44% German properties including 17% in a property which is located in the Hamburg city centre and 12% arising
    from a 28% share in a regional shopping centre (Nova Eventis), as well as a portfolio of retail warehouses and
    care homes; and
-   22% Swiss properties made up of thirteen buildings comprising offices, retail and logistics.

Extraordinary general meeting

Details and timing of the extraordinary meeting of the company’s shareholders will be published in a further
announcement.

GoGlobal has a primary listing on the BSX and a secondary listing on the AltX.

7 August 2014


South African corporate advisor and JSE sponsor
Java Capital


BSX sponsor
LOM

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