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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 up to 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 05:45:00 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.
