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


Introduction, rationale and financial effects

Shareholders are advised that Castleview has entered into share subscription agreements with K2018365895
(South Africa) (Pty) Ltd and K2018365955 (South Africa) (Pty) Ltd (together the "related party
subscribers") and with the Womens Soccer League (Pty) Ltd ("WSL") in terms of which the related party
subscribers and the WSL will subscribe for and the Company will issue, in aggregate, 47 839 506 shares
("subscription shares") at an issue price of R6.48 per share ("subscription price") for an aggregate amount
of R309 999 998.88 ("subscription consideration") (the "specific issue").

The rationale for the specific issue is to build cash reserves for liquidity management purposes, in accordance
with the Company's risk management procedures. The subscription consideration will be paid in cash and the
specific issue relates to a class of Castleview shares which are already in issue and there is no other impact on
the Company’s financial statements.

Related parties

The related party subscribers are associates of I Group Investments (Pty) Ltd, the ultimate holding company
of Castleview and, in terms section 2 of the Companies Act, 71 of 2008 ("Companies Act") and paragraph
10 of the JSE Listings Requirements, are considered to be related parties to Castleview.

As the subscription price is at a premium to the weighted average traded price of the Company's ordinary
shares over the 30 business days prior to 22 February 2023, being the date on which the subscription price
was agreed between Castleview and the related party subscribers, a fairness opinion on the issue of the
subscription shares to the related party subscribers will not be required.

Suspensive conditions

The specific issue is subject to the following suspensive conditions:
   - the approval by Castleview shareholders of the specific issue; and
   - all other resolutions of the board of directors and shareholders of the parties required in order to
     authorise the specific issue and the implementation thereof, being validly adopted.

Circular to shareholders

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 subscribers.

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.

23 February 2023

Designated advisor
Java Capital

Date: 23-02-2023 04:15:00
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