INGENUITY PROPERTY INVESTMENTS LTD - General Issue Of Shares For Cash

General Issue Of Shares For Cash

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INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE 000127411 JSE share code: ING
(“Ingenuity” or “the Company”)



GENERAL ISSUE OF SHARES FOR CASH

1.          Introduction

            Ingenuity shareholders are advised that Ingenuity has issued a total of 156 500 000 shares for
            cash, representing 14.9% of the issued share capital of Ingenuity, in terms of a general authority
            to issue shares for cash as approved by Ingenuity shareholders at the annual general meeting
            of the Company held on 25 January 2013 ("the Cash Issue").

2.          Details of the Cash Issue

            In total, 156 500 000 shares (“the New Ingenuity Shares”) were issued at a price of R0.80 per
            share (“the Issue Price”), representing an 8.8% discount to the 30 day volume weighted average
            price prior to 22 October 2013, being the date the price of the Cash Issue was agreed between
            Ingenuity and the parties subscribing for the shares.

            A total cash amount of R125 200 000 million has been raised in terms of the Cash Issue, and
            the New Ingenuity Shares issued in terms of the Cash Issue rank pari passu with the existing
            shares in issue.

            The New Ingenuity Shares were placed with public shareholders as defined in paragraphs 4.25
            and 4.26 of the JSE Limited Listings Requirements.

3.          Application of proceeds of the Cash Issue

            The proceeds of the Cash Issue will be utilised to reduce existing borrowings and to fund future
            growth opportunities.

4.          Pro forma financial effects of the Cash Issue

            Based on Ingenuity's reviewed condensed consolidated interim results for the six months ended
            28 February 2013 ("Results"), the pro forma financial effects of the Cash Issue on Ingenuity's
            earnings per share (“EPS”) and headline earnings per share (“HEPS”) are set out below. As the
            pro forma financial effects of the Cash Issue on Ingenuity’s net asset value per share and net
            tangible asset value per share are less than 3%, they have not been disclosed. The pro forma
            financial effects are prepared for illustrative purposes only, and because of their nature, may not
            give a fair presentation of the effect and impact of the Cash Issue. The pro forma financial
            effects are the responsibility of Ingenuity's board of directors.

                                                     Before the            After the           Change
                                                                (1)                 (3)
                                                   Cash issue          Cash issue                   %
      (2)
EPS         (cents)                                        0.9                  1.2                 37
        (2)
HEPS          (cents)                                      0.9                  1.2                 37


Weighted shares in issue net of treasury
shares (3)                                         669 616 773         826 116 773
                                                                                                                   

     Notes:
     1.       Based on Ingenuity’s Results.
     2.       In calculating the pro forma financial effects, it was assumed that the Cash Issue was implemented on 1
              September 2012 for statement of comprehensive income purposes.
     3.       The number of shares has increased by 156 500 000 as a result of the Cash Issue.




Cape Town
1 November 2013

Investment Bank and Sponsor
Nedbank Capital

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