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AWA/AWB - Arrowhead Properties Limited - Acquisition of Sterkspruit Boxer Shopping Centre and Tsolo Shopping Centre and renewal of cautionary announcement ARROWHEAD PROPERTIES LIMITED (formerly Nervada Trading 13 (Proprietary) Limited) (Incorporated in the Republic of South Africa) (Registration number 2011/000308/06) JSE code for A-linked units: AWA ISIN for A-linked units:ZAE000158101 JSE code for B-linked units: AWB ISIN for B-linked units:ZAE000158119 ("Arrowhead" or "the company") ACQUISITION OF STERKSPRUIT BOXER SHOPPING CENTRE AND TSOLO SHOPPING CENTRE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT INTRODUCTION Linked unitholders are advised that Arrowhead has concluded agreements for the acquisition of the Sterkspruit Boxer Shopping Centre and the Tsolo Shopping Centre ("the acquisitions") from Corovest Investments (Proprietary) Limited (the "vendor"). The acquisitions provide Arrowhead with an opportunity to increase its retail portfolio exposure. These strategic acquisitions will improve the quality and average size of the portfolio and will also improve the geographic spread of the company`s properties. TERMS OF THE ACQUISITIONS AND CONDITIONS PRECEDENT THE STERKSPRUIT SHOPPING CENTRE The purchase price payable by Arrowhead in respect of the acquisition of the Sterkspruit Shopping Centre, together with its related immovable property is R46 500 000, which amount includes VAT levied at a rate of 0% (the "Sterkspruit purchase price"). The Sterkspruit purchase price shall be discharged approximately by R 25 million in cash and the balance through the issue of Arrowhead A- and B-linked units on the date of registration of transfer of ownership of the relevant immovable property into the name of Arrowhead (the "transfer date"). The effective date of the acquisition will be the transfer date. The acquisition is conditional on, within 14 days after the signature date, being 29 May 2012: - Arrowhead securing written approval from its investment committee to implement the acquisition; - Arrowhead securing the necessary funding to secure payment of the Sterkspruit purchase price; and - the shareholders of the vendor passing a special resolution approving the acquisition. THE TSOLO SHOPPING CENTRE The purchase price payable by Arrowhead in respect of the acquisition of the Tsolo Shopping Centre is R24 500 000, which amount includes VAT levied at a rate of 0% (the "Tsolo purchase price"). The Tsolo purchase price shall be discharged approximately by R 12 million in cash and the balance through the issue of Arrowhead A- and B-linked units on the date on which the cession to Arrowhead (the "cession") of the vendor`s right, title and interest in and to and the delegation of the vendor`s obligations arising out of the head lease agreement for the relevant immovable property is registered (the "registration date"). The effective date of the acquisition will be the registration date. The acquisition is conditional on: - within 60 days after the signature date, the owner of the relevant immovable property consenting in writing to the cession; - within 14 days: * Arrowhead securing written approval from its investment committee to implement the acquisition; * Arrowhead securing the necessary funding to secure payment of the Tsolo purchase price; and * the shareholders of the vendor passing a special resolution approving the acquisition. THE PROPERTY PORTFOLIO The property specific information required in terms of the JSE Listings Requirements in relation to the acquisitions is set out below. Property name Sector Geographical Rentable Weighted and address location Area (m2) Average rental per m2
Sterkspruit Retail Eastern Cape 7 418 R66.30 Boxer Shopping Centre, 60 Main Street, Sterkspruit, Eastern Cape Tsolo Shopping Retail Eastern Cape 4 099 R64.79 Centre, Main Road, Tsolo, Eastern Cape No independent valuations have been carried out in respect of the relevant immovable properties but the board of Arrowhead is of the view that the respective purchase prices set out above represent the value of the relevant immovable properties as at the relevant effective dates. CATEGORISATION OF THE ACQUISITIONS The acquisitions have been aggregated in accordance with the JSE Listings Requirements and are accordingly classified as a category 2 transaction in terms of the JSE Listings Requirements. The acquisitions are not subject to approval by Arrowhead`s linked unitholders. FINANCIAL EFFECTS AND CAUTIONARY The financial effects of the acquisitions and that of the Midtown Mall acquisition, announced on SENS on 18 May 2012, are still in the process of being finalised and will be published in due course. Unitholders of Arrowhead are advised to continue to exercise caution when dealing in their linked units until the financial effects of these acquisitions have been announced and the cautionary issued on SENS on 3 May 2012 withdrawn. 31 May 2012 Sponsor Java Capital Date: 31/05/2012 17:33:03 Supplied by www.sharenet.co.za 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.
