ORION REAL ESTATE LIMITED - Clarification Ann, New Cautionary ann re the previously announced Acq of various Properties & renewal of caut ann

Clarification Ann, New Cautionary ann re the previously announced Acq of various Properties & renewal of caut ann

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” or “the Group”)


CLARIFICATION ANNOUNCEMENT, NEW CAUTIONARY ANNOUNCEMENT REGARDING THE PREVIOUSLY
ANNOUNCED ACQUISITION OF VARIOUS PROPERTIES AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT


CLARIFICATION ANNOUNCEMENT
Shareholders are advised that the partial withdrawal announcement published on 3 April 2019
related to the acquisition of two properties as originally announced in November 2018. However,
the Company wishes to clarify that it remains under cautionary in relation to other transactions and
matters as announced on 5 February 2019 and 7 February 2019, further detailed under Renewal of
Cautionary Announcement below.

NEW CAUTIONARY ANNOUNCEMENT
Shareholders are reminded that during March 2018, the Company entered into various sale
agreements for the acquisition of ten properties. One agreement was terminated by mutual
agreement and one property has since transferred to the Company.

During February 2019, the Sellers unilaterally terminated the remaining eight agreements by virtue of
an alleged non-fulfilment of the suspensive conditions. The Company approached Court on an
urgent basis to declare the agreements extant and binding. The Company’s application was
dismissed. The Company has requested written reasons for the judgment, where after it will consider
its rights to appeal same. The Company remains of the view that the agreements have become
unconditional in their terms.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
In addition to the new cautionary announcement relating to the eight remaining properties above,
shareholders are advised of a renewal of cautionary in relation to the following:

1. The proposed disposal of the Promenade Shopping Centre Rental Enterprise as announced on
   5 February 2019, with new terms announced on 7 February 2019.
2. Application for the liquidation of Orion by Investec which is being opposed by Orion. To this end
   shareholders are advised that the condition precedent for Investec to accept R75 million of the
   proceeds from the sale of Orion House has been met.

A further announcement will be made in due course. Accordingly, shareholders are advised to
exercise caution when dealing in their securities until a further announcement is made.

JOHANNESBURG
5 April 2019

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 05/04/2019 05:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.