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ARROWHEAD PROPERTIES LIMITED - Issue of linked units financial effects and withdrawal of cautionary

Release Date: 02/10/2012 17:43
Code(s): AWA AWB     PDF:  
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Issue of linked units financial effects and withdrawal of cautionary

Arrowhead Properties Limited
(formerly Nervada Trading 13 (Proprietary) Limited)
(Registration number 2011/000308/06)
JSE code: AWA ISIN: ZAE000158101
JSE code: AWB ISIN: ZAE000158119
(“Arrowhead” or the “company”)

ISSUE OF LINKED UNITS FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY

INTRODUCTION

Linked unitholders are hereby advised that Arrowhead has pursuant to its general authority issued 8 528 700 Arrowhead
A and B linked units for cash (the “issue for cash”).

The units were issued on 28 September 2012 at an effective price of R10.60 per combined A and B linked unit (from
which the 25 cent distribution per A and B linked unit for the quarter ended 30 June 2012 was deducted). The price of
R10.60 represents a discount of 7.1% to the volume weighted average price at which Arrowhead A and B linked units
traded for the 30 days prior to 21 May 2012, being the date the pricing of the issue for cash was agreed.

In addition, the financial effects relating to the acquisition of a property letting enterprise together with its related
immovable properties situated at the corner of Bram Fisher Drive and Bond Street, Ferndale (the “acquisition”), as
announced on SENS on 12 September 2012, are set out below.

UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ISSUE FOR CASH AND THE ACQUISITON

The tables below sets out the respective unaudited pro forma financial effects of the issue for cash and the acquisition
based on Arrowhead’s published interim results for the six months ended 31 March 2012. These financial effects are the
responsibility of the directors of Arrowhead and have been prepared for illustrative purposes only, in order to provide
information about the results and financial position of Arrowhead assuming that the issue for cash and the acquisition
respectively had been implemented on 1 October 2011 for purposes of the statement of comprehensive income and on
31 March 2012 for purposes of the statement of financial position.

The respective effects of the issue for cash and the acquisition on Arrowhead’s distribution per A and B linked unit, net
asset value and net tangible asset value per A and B linked unit and earnings and headline earnings per A and B linked
unit are not significant and therefore have not been disclosed.

The table below reflects the unaudited pro forma financial effects of the issue for cash on the loss and headline loss per
share on an Arrowhead unitholder holding either an A or B linked unit:

                                                      Before the issue for cash   After the issue for cash    % change
 Loss and headline loss per share                                       (13.55)                    (12.33)        9.0%

The table below reflects the unaudited pro forma financial effects of the acquisition on the loss and headline loss per share
on an Arrowhead unitholder holding either an A or B linked unit:

                                                      Before the issue for cash   After the issue for cash    % change
 Loss and headline loss per share                                       (13.55)                    (12.74)        6.0%


Notes:

    1. Due to their nature, the respective unaudited pro forma financial effects may not fairly present Arrowhead’s
       financial position, changes in equity, results of operations and cash flows subsequent to the issue for cash and the
       acquisition.

    2. The respective unaudited pro forma financial effects have been prepared in accordance with the accounting policies
       of Arrowhead that were used in the preparation of the published interim results for the 6 months ended
       31 March 2012.
    3. The unaudited pro forma financial effects relating to the issue for cash have been prepared on the assumption that
       the cash raised pursuant to the issue for cash will be used to reduce interest-bearing borrowings.

    4. Given the nature of Arrowhead’s linked unit capital structure, the company considers the impact of the issue for
       cash and the acquisition on the loss and headline loss per share as an inappropriate measure in assessing the impact
       of the issue for cash and the acquisition but is however required to disclose this information in terms of the JSE
       Listings Requirements.

VENDOR PLACEMENT

Arrowhead has, in the three months preceding 28 September 2012 and in addition to the issue for cash, issued 56 271 508
A and B linked units for an aggregate consideration of approximately R575 million pursuant to vendor consideration
placements. As a result of Arrowhead having issued in excess of 25% of its entire issued linked unit capital within a three
month period the company is required to publish revised listing particulars. The company is in the process of preparing
the necessary revised listing particulars, which will be sent to shareholders within 28 days of the date of this
announcement.

WITHDRAWAL OF CAUTIONARY

Unitholders are advised that following the release of the financial effects of the acquisition, caution is no longer required
to be exercised by unitholders when dealing in their securities in the company.

Johannesburg
2 October 2012

Corporate advisor, legal advisor and sponsor

Java Capital

Date: 02/10/2012 05:43:00 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.

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