FREEDOM PROPERTY FUND LIMITED - Notice of Change to the Proposed Specific Issue of Shares and Cautionary Announcment

Notice of Change to the Proposed Specific Issue of Shares and Cautionary Announcment

Freedom Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2012/129186/06)
Share code: FDP
ISIN: ZAE000185260
(“Freedom” or “the Company”)


NOTICE OF CHANGE TO THE PROPOSED SPECIFIC ISSUE OF SHARES, THE ADOPTION OF LONG
TERM INCENTIVE PLAN AND CAUTIONARY ANNOUNCEMENT


1.   INTRODUCTION
     Freedom shareholders (“Shareholders”) are referred to the SENS announcement released on 11 August
     2015 regarding:
     -   the agreements entered into with the Christo La Grange Gesins Trust (“Christo Trust”) and the Lafras
         Joubert Familie Trust (“Lafras Trust”) in terms of which the Company will, subject to certain conditions
         precedent, including Shareholder approval, issue an aggregate of 323 845 455 new Freedom ordinary
         shares as settlement of guarantee share obligations amounting to R71 246 000 (“Specific Issue”);
     -   the adoption of the Freedom Long Term Incentive Plan (“LTIP”); and
     -   notification that a circular to Shareholders incorporating the terms of the Specific Issue, the adoption of
         the LTIP and a notice convening a general meeting is being prepared and will be posted to
         Shareholders.
     Shareholders are advised that Freedom has concluded a revised settlement agreement with the Christo
     Trust (“Christo Trust Agreement”) and an addendum to the settlement agreement with the Lafras Trust
     (“Lafras Trust Addendum”) that will result in changes to the Specific Issue as set out in 2 below.


2.   CHANGE TO SPECIFIC ISSUE
     The revised agreements with the Christo Trust and the Lafras Trust result in the following changes to the
     Specific Issue:
     -   The Christo Trust Agreement results in no shares being issued to the Christo Trust in terms of the
         Specific Issue. The Christo Trust Agreement is in line with the initial agreements concluded relating to
         guarantee share obligations, however the obligations are now being settled by alternative means,
         subject to regulatory approval and compliance.
     -   The Lafras Trust Addendum provides for the extension of the date for fulfilment of the condition
         precedent relating to Shareholder approval being granted to 30 November 2015. The Specific Issue will
         now apply only to the Lafras Trust with up to 108 900 000 new Freedom ordinary shares being issued at
         a price of R0.22 per share i.e. in settlement of obligations amounting to up to R23 958 000, being
         approximately 10% of Freedom’s issued share capital prior to the Specific Issue.


3.   CIRCULAR TO SHAREHOLDERS
     A circular to Shareholders incorporating the terms of the Specific Issue (including the relevant adjusted pro
     forma financial effects), the adoption of the LTIP and a notice convening the General Meeting is being
     prepared and will be posted to Shareholders on or about 6 November 2015, subject to the approval of the
     JSE Limited (“JSE”) in terms of the JSE Listings Requirements.

4.   CAUTIONARY ANNOUNCEMENT
     Shareholders are hereby advised to exercise caution when dealing in the Company’s securities until a further
     announcement is made regarding the potential pro forma financial effects in relation to the Christo Trust
     Agreement.




Johannesburg
15 October 2015


Transaction Sponsor
PSG Capital


Corporate Advisor
Base Capital

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