ORION REAL ESTATE LIMITED - Fulfilment of the conditions precedent and finalisation announcement

Fulfilment of the conditions precedent and finalisation announcement

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
(“Orion” or “the company”)


FULFILMENT OF THE CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT

Linked unitholders are referred to the circular dated 13 April 2015 (the “circular”) relating to the capital
restructure, which includes:

 . the conversion of the company’s current linked unit capital structure to an all share structure by:

      (i)    the proposed amendment to the Orion Debenture Trust Deed to permit the delinking, cancellation
             and capitalisation of the Orion debentures;

      (ii)   the proposed delinking of each Orion ordinary par value share from each of an Orion debenture so
             as to no longer constitute a linked unit;

      (iii) the proposed cancellation of each debenture, for no consideration, to be effected by way of a scheme
             of arrangement in terms of section 114(1)(c) of the Companies Act, 2008 (Act 71 of 2008) (“the
             Companies Act”) (“Scheme”), which will take effect on the scheme operative date which is expected
             to be on 29 June 2015;

      (iv) the proposed capitalisation of an amount equal to the issue price of each debenture from an
             accounting perspective for purposes of financial reporting in accordance with IFRS to form part of
             the stated capital attributable to the ordinary shares that have been issued by Orion;

      (v)    termination of the Orion Debenture Trust Deed; and

      (vi) the conversion of Orion par value shares to Orion no par value shares.

 . the amendment of Orion’s Memorandum of Incorporation (“MoI”) to reflect the change in Orion’s capital
   structure,

     (collectively referred to as the “transaction”).

Linked unitholders are also referred to the results of debenture holders’ general meeting and shareholders’
general meeting announcement dated 14 May 2015 where they were advised that all the resolutions required
to be passed by linked unitholders to approve the transaction were passed unanimously by linked unitholders.

Linked unitholders are hereby advised that the special resolutions in respect of the transaction, together with all
prescribed documents, have now been registered by the Companies and Intellectual Property Commission
(“CIPC”). The Takeover Regulation Panel has also issued a compliance certificate in terms of section 119(4) of
the Companies Act, with the result that the transaction has now become unconditional in accordance with its
terms. Accordingly the transaction will be implemented in accordance with the timetable set out below:

                                                                                                            2015

 Special resolutions registered by CIPC on                                                      Monday, 25 May

 Finalisation date announcement released on SENS on                                             Monday, 1 June

 Finalisation date announcement published in the press on                                       Tuesday, 2 June
 Last day to trade in existing linked units on the JSE prior to the delinking of the linked      Friday, 19 June
 units and the capitalisation of the debentures on
 Trading in delinked ordinary shares under the new ISIN: ZAE000201695 and the                 Monday, 22 June
 existing code of “ORE” commences on
 Suspension of listing of linked units on the JSE                                             Monday, 22 June

 Scheme implementation record date for the delinking of the linked units and the                 Friday, 26 June
 capitalisation of the debentures at the close of business on
 Scheme operative date                                                                        Monday, 29 June

 Date dematerialised shareholders will have their accounts updated at their CSDP or           Monday, 29 June
 broker on
 Date of issue of new replacement share certificates provided that the old linked unit        Monday, 29 June
 certificates have been surrendered by 12:00 on Friday, 26 June 2015 (any certificated
 linked units surrendered after this date will be replaced within five business days after
 receipt by the transfer secretaries)
 Termination of listing of linked units (at the commencement of trade)                        Monday, 29 June


1. All times set out above are local times in South Africa.
2. No dematerialisation of linked unit certificates may take place after Friday, 19 June 2015.

Johannesburg
1 June 2015

Lead Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Attorneys: Tugendhaft Wapnick Banchetti and Partners

Transaction Manager: D P Cohen Consulting Proprietary Limited

Sponsor: Arbor Capital Sponsors Proprietary Limited

Independent Expert: BDO Corporate Finance Proprietary Limited

Date: 01/06/2015 02:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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