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Subscription by the service provider for 1 697 065 new Atlantic Leaf shares
Atlantic Leaf Properties Limited
(Incorporated in the Republic of Mauritius on 11 November 2013)
(Registration number: 119492 C1/GBL)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
(“Atlantic Leaf” or “the company”)
SUBSCRIPTION BY THE SERVICE PROVIDER FOR 1 697 065 NEW ATLANTIC LEAF SHARES
In accordance with the authority granted to them on 27 February 2014, the directors of Atlantic Leaf are
pleased to announce that the company has closed a private placement of Atlantic Leaf shares to Atlantic
Property Investments Limited (“APIL”) (“the private placement”).
Background to the Funded Carry
APIL is a wholly-owned subsidiary of Martial Eagle Limited (the “Service Provider”), and has been
established as a private limited company, for the purposes of subscribing for shares in Atlantic Leaf pursuant
to the Funded Carry, as described further below.
As detailed in Atlantic Leaf’s SEM listing particulars issued on 7 March 2014 and JSE pre-listing statement
issued on 28 March 2014 (together the “Listing Documents”), the company has entered into a property
service agreement with the Service Provider (the “Property Service Agreement”), in terms of which the
Service Provider provides, on an exclusive basis, certain investment and property advisory services to the
company.
As disclosed in the Listing Documents, the terms of the Property Service Agreement provides for the
Service Provider (or a wholly-owned subsidiary thereof) to subscribe – on an ongoing basis – for shares in
the share capital of Atlantic Leaf, such that the Service Provider will hold 5% of the issued share capital of
Atlantic Leaf (the “Funded Carry”). The Funded Carry has been incorporated in order to align the interests
of the Service Provider with the interests of the company and its shareholders, and to incentivise the Service
Provider to grow the equity value of the company and distributions to be made by it.
In order to allow APIL to subscribe for shares in the company pursuant to the Funded Carry, the company
has agreed to provide debt funding to APIL (the “Financial Assistance”). The terms of the Funded Carry
and the Financial Assistance are regulated by a comprehensive facility agreement entered into between the
company, the Service Provider and APIL on or about 25 February 2015 (the “Facility Agreement”) and are
in line with the terms disclosed in the Listing Documents.
The initial subscription by APIL in respect of the Funded Carry (the “Initial Subscription”) will be
undertaken at the weighted average price in pounds sterling (“GBP”) per share of all issues of shares
undertaken by Atlantic Leaf since incorporation to the date of signature of the Facility Agreement (the
“Previous Private Placements”) plus all interest accrued (on a ‘per share’ basis) on Financial Assistance
deemed to have been advanced on the issue dates of the Previous Private Placements up to and including 28
February 2015.
Details of the Private Placement
Through the private placement, the company has placed 1 697 065 new Atlantic Leaf shares with APIL
(“the new Atlantic Leaf shares”) at an approximate issue price of GBP1.05 per Atlantic Leaf share which
is not less than the net asset value per Atlantic Leaf share, raising approximately GBP1 790 000 through the
company’s Mauritian share register.
No new Atlantic Leaf shares have been issued on the company’s South African share register.
The new Atlantic Leaf shares are expected to list and trade on the Alternative Exchange of the JSE Limited
(“JSE”) and the Official List of the Stock Exchange of Mauritius Limited (“SEM”) from Thursday, 5 March
2015.
The new Atlantic Leaf shares will rank pari passu in all respects with existing Atlantic Leaf shares in issue.
Following the issue of the new Atlantic Leaf shares, the company will have a total of 33 941 306 shares in
issue.
Atlantic Leaf has its primary listing on the SEM and a secondary listing on the JSE.
By order of the Board
For further information please contact:
South African joint corporate advisor and JSE sponsor
Java Capital +27 11 280 0042
South African joint corporate advisor
Leaf Capital +27 21 657 1180
Corporate secretary
Intercontinental Trust Limited +230 403 0800
25 February 2015
This notice is issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007.The Board of Directors of Atlantic Leaf Properties Limited
accepts full responsibility for the accuracy of the information contained in this announcement.
Date: 25/02/2015 02:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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