Announcement regarding the acquisition of a property INGENUITY PROPERTY INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) ISIN: ZAE 000127411 JSE share code: ING (“Ingenuity” or “the Company”) ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY 1. Introduction Ingenuity shareholders are advised that the Company has entered into an agreement (“the Agreement”) with Lansdowne Corner Shopping Centre (Proprietary) Limited and Green Willows Prop 284 (Proprietary) Limited (“the Seller”), in terms of which Ingenuity will acquire the rental enterprise conducted in respect of Erf 167543 Cape Town, known as Lansdowne Corner (“the Property”) and situated at corner Lansdowne Road and Jan Smuts Drive, Cape Town (“the Acquisition”). The Acquisition will become effective on transfer which is expected to be on or about 1 May 2014 (“the Effective Date”). 2. Rationale for the Acquisition The Property has been acquired in line with the Company’s strategy to build a quality portfolio of assets focused in the Western Cape. 3. Consideration for the Acquisition The total consideration for the Acquisition is R143 800 000 (“the Purchase Consideration”). The Purchase Consideration will be settled by Ingenuity as follows: 3.1 R128 800 000 payable in cash; and 3.2 R15 000 000 by way of the issue of 16 666 667 ordinary shares in the Company at an issue price of 90 cents per share. In terms of the Agreement, Ingenuity may also elect to discharge part or the whole of the cash payable in 3.1 above by the issue of further ordinary shares at the 30 day weighted average price preceding Ingenuity’s board of directors approving the Acquisition or at such price determined at the sole discretion of the board of directors of Ingenuity, by means of a vendor consideration placing. In addition, Ingenuity has the option for a period of one month to acquire the residential land component of the Property for a consideration of R7 000 000. 4. Conditions precedent The Acquisition is subject to fulfilment or waiver of the following conditions precedent: 4.1 Ingenuity’s board of directors approval of the Acquisition by 28 February 2014; 4.2 mortgage finance approval on terms acceptable to Ingenuity by 28 February 2014; 4.3 Ingenuity being satisfied, in its sole discretion, with the results of a comprehensive due diligence by 28 February 2014; 4.4 the Seller warranting that the areas to be occupied by the Spur Group, Fives Soccer and Tiger Wheel and Tyre shall be fitted out at the Seller’s expense and that it will be responsible for all related costs including but not limited to any commissions payable; 4.5 Competition Commission approval to the extent required; and 4.6 such JSE regulatory requirements as may be necessary. 5. Property specific information relating to the Property Weighted Gross Single or average Purchase Value of the lettable Property Location Sector Multi- net rental Consideration Property area 2 tenanted per m2 Rm Rm (1) m R Corner ERF 167543 Lansdowne Road Cape Town Retail 8 908 M 150.87 143.8 143.8 and Jan Smuts Drive, Cape Town 1. The Property has been valued by the directors of the Company using the capitalisation of rental method. The Property will be valued by an independent valuer as part of the due diligence process. 6. Unaudited pro forma financial effects ("Financial Effects") of the Acquisition Based on Ingenuity's audited consolidated results for the year ended 31 August 2013 ("Results"), the Financial Effects of the Acquisition on Ingenuity's headline earnings per share (“HEPS”) are set out below. The Financial Effects on earnings per share, net asset value and net tangible asset value per share have not been disclosed as these are insignificant. The Financial Effects are prepared for illustrative purposes only, and because of their nature, may not give a fair presentation of Ingenuity's financial position or the effect and impact of the Acquisition. The Financial Effects are the responsibility of Ingenuity's board. Before the After the Change Acquisition Acquisition % (1) (3 & 4) HEPS (cents) 2.0 2.6 28.7 Total shares in issue 805 550 000 869 461 111 Total shares in issue net of treasury shares 736 616 773 800 527 884 Weighted average shares in issue net of treasury 693 296 225 757 207 336 shares Notes: 1. Based on Ingenuity’s results. 2. In calculating the Financial Effects, it was assumed that the Acquisition was implemented on 1 September 2012 for statement of comprehensive income purposes and on 31 August 2013 for statement of financial position purposes. 3. The number of shares has increased as a result of the issue of 63 911 111 Ingenuity shares per note 4 below. 4. The settlement of the Purchase Consideration is based on the assumption that mortgage finance of 60% is obtained and that the balance of the Purchase Consideration is settled by way of issuing 63 911 111 Ingenuity shares at 90 cents per share. 7. Categorisation of the Acquisition The Acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings Requirements. 19 February 2014 Cape Town Investment bank and Sponsor Nedbank Capital Date: 19/02/2014 05:40:00 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. 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