DELTA PROPERTY FUND LIMITED - Further disposal of 2 500 000 shares in Grit Real Estate Income Group Limited

Further disposal of 2 500 000 shares in Grit Real Estate Income Group Limited

DELTA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
JSE share code: DLT ISIN: ZAE000194049
(Approved as a REIT by the JSE)
("Delta" or the “Company”)

FURTHER DISPOSAL OF 2 500 000 SHARES IN GRIT REAL ESTATE INCOME GROUP LIMITED

1. Introduction

    Shareholders are reminded that Delta currently holds 17 369 210 ordinary shares (5.5%) (“Grit
    Shareholding”) in Grit Real Estate Income Group Limited (“Grit”), which is considered to be non-
    core. On Thursday, 11 June 2020, Grit released an announcement on SENS notifying its
    shareholders that it is pursuing a delisting from the main board of the JSE Limited (the “JSE”),
    accompanied by an offer from Botswana Development Corporation Limited and ZEP-RE (PTA
    Reinsurance Company) (the “Offerors”), in terms of which the Offerors have offered to acquire up
    to 7 000 000 Grit shares from the Grit shareholders on the JSE share register, for a consideration
    of R14.90 per Grit share (“Offer”). Shareholders are referred to the further announcement
    released by Grit on Friday, 24 July 2020 wherein it was advised that the Offer is now unconditional,
    and Grit will terminate its listing on the main board of the JSE with effect from Wednesday,
    29 July 2020.

    The Offer presented an immediate opportunity for Delta to dispose of a portion of the Grit
    Shareholding at an attractive price, being a 14.41% premium to the 30 day volume weighted
    average price to the day prior to the announcement of the Offer, and accordingly, on Thursday,
    23 July 2020 Delta accepted the Offer in respect of 2 500 000 Grit shares, for a total cash
    consideration of R37.3 million (the “Disposal Consideration”) (the “Disposal”). The Disposal will
    reduce Delta’s shareholding in Grit from 5.5% to 4.7%. The Disposal Consideration will be used to
    reduce debt. The effective date of the Disposal is Tuesday, 28 July 2020.

2. Description of Grit

    Grit is a pan-African real estate company focused on investing in and actively managing a
    diversified portfolio of assets underpinned by predominantly US$ and Euro denominated leases
    with multi-national tenants. Grit holds primary listings on both the Main Market of the London
    Stock Exchange and on the Main Board of the Johannesburg Stock Exchange and a secondary listing
    on the Official Market of the Stock Exchange of Mauritius Ltd.

3. Rationale for the Disposal

    In line with the Delta’s strategy to recycle capital and reduce debt, it is the intention of the board
    of directors of Delta (the “Board”) to dispose of the Company’s entire holding in Grit as it is no
    longer regarded as a strategic investment within the Delta portfolio.

4. Value of net assets and loss attributable to the net assets that are the subject of the Disposal

    The value of the net assets that are the subject of the Disposal is R40.0 million (R15.99 per Grit
    share). The loss attributable to the net assets that are the subject of the Disposal is R2.7 million.
    The financial information has been extracted from the audited consolidated annual financial
    statements of Delta for the year ended 29 February 2020, which were prepared in terms of Delta’s
    accounting policies and International Financial Reporting Standards. The financial information in
    this announcement is the responsibility of the Board and has not been reported on or reviewed by
    Delta’s auditors.

5. Aggregation and categorisation

    As announced on SENS on Monday, 17 January 2020, Delta disposed of 6 497 566 shares in Grit
    through an off-market transaction at USD1.09 (R16.06) per share, for a consideration of R104.4
    million (“First Disposal”).

    The Disposal, when aggregated with the First Disposal, is classified as a category 2 transaction in
    terms of the JSE Listings Requirements and is, accordingly, not subject to approval by Delta
    shareholders.

Johannesburg
24 July 2020

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 24-07-2020 04:19:00
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