REDEFINE PROPERTIES LIMITED - Response to Growthpoint proposal and renewal of cautionary

Response to Growthpoint proposal and renewal of cautionary

REDEFINE PROPERTIES LIMITED
(Registration No. 1999/018591/06)
Share Code: RDF ISIN Code: ZAE000143178
Bond Code: RDFB01 ISIN: ZAG000094228
Bond Code: RDFC04 ISIN: ZAG000095944
(“Redefine”)



RESPONSE TO GROWTHPOINT PROPOSAL AND RENEWAL OF CAUTIONARY

Fountainhead and Redefine unitholders are referred to previous announcements in relation to Redefine’s proposed
offer (the “Redefine offer”) for the majority of the assets of Fountainhead Property Trust (“Fountainhead”) as well
as the announcement by Growthpoint Properties Limited (“Growthpoint”) released on SENS on 23 October 2012
detailing the terms on which Growthpoint proposes acquiring all of the assets of Fountainhead (the “Growthpoint
proposal”).

As set out in the Fountainhead announcement published on SENS earlier today, the management company of
Fountainhead (“Fountainhead Manco”) will consider the Growthpoint proposal and revert to Fountainhead
unitholders in due course.

However, without dealing exhaustively with the Growthpoint proposal, Redefine wishes to note the following:

-   The Growthpoint proposal is premised on consensus forecast distributions per unit for Fountainhead for the years
    ending 30 September 2013 and 30 September 2014. Redefine has consistently stated that Fountainhead
    unitholders will only be in a position to properly assess the Redefine offer (and now the Growthpoint proposal)
    once guidance is published in respect of these forward distributions.

-   The Growthpoint proposal provides no indication of how Fountainhead Manco will be compensated for the loss of
    its asset management income on a disposal of the Fountainhead assets. In the announcement of the Redefine offer
    no separate compensation was expressly detailed as, implicit in the offer, is the fact that the Redefine group is
    compensated for this loss by the equivalent saving in the asset management fee on the properties that it is
    acquiring.

Once guidance in respect of Fountainhead forward distributions is published Redefine will re-engage with
Fountainhead unitholders to obtain confirmation on whether or not they would still like the opportunity to consider the
Redefine offer. If the response is positive Redefine will seek to procure that the offer is put to Fountainhead
unitholders. If not Redefine’s intention is to withdraw its offer and continue to procure that the Fountainhead portfolio
is managed in the best interests of Fountainhead unitholders.

Redefine views any alternative offer for the Fountainhead assets that seeks to obtain the benefit of the savings in the
asset management fee payable to Fountainhead Manco without payment of adequate compensation as unacceptable.

Redefine unitholders are advised to continue to exercise caution when dealing in their Redefine units until a further
announcement is made.

24 October 2012


Corporate advisor and sponsor

Java Capital

Legal advisor

Cliffe Dekker Hofmeyr

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