FOUNTAINHEAD PROPERTY TRUST - Joint announcement regarding conclusion of agreement between Redefine, Fountainhead and FPTML, withdrawal of caution

Release Date: 25/06/2015 14:15
Code(s): FPT RDF
 
Wrap Text
Joint announcement regarding conclusion of agreement between Redefine, Fountainhead and FPTML, withdrawal of caution

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine”)

FOUNTAINHEAD PROPERTY TRUST
(A collective investment scheme in property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002)
(“Fountainhead”)
Managed by Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
(“FPTML”)
JSE share code: FPT ISIN: ZAE000097416
(Approved as a REIT by the JSE)


JOINT ANNOUNCEMENT REGARDING THE CONCLUSION OF AN AGREEMENT BETWEEN REDEFINE, FOUNTAINHEAD AND FPTML AND 
WITHDRAWAL OF FOUNTAINHEAD CAUTIONARY ANNOUNCEMENT


1.    INTRODUCTION AND BACKGROUND

      1.1.    Redefine shareholders and Fountainhead unitholders are referred to the SENS announcement released
              jointly by Redefine and Fountainhead on 27 March 2015, in terms of which it was advised that FPTML
              was to appoint an independent committee of its board of directors (the “independent committee”) to
              consider and engage with Redefine in relation to a revised proposal for the acquisition by Redefine of
              all of Fountainhead’s assets, in exchange for Redefine shares and the assumption of all of
              Fountainhead’s liabilities (the “proposed transaction”). Fountainhead unitholders are further referred
              to previous Fountainhead cautionary announcements, the last of which was released on SENS on 2 June
              2015, in terms of which they were advised to exercise caution when dealing in their Fountainhead units
              until a further announcement on the proposed transaction is made.

      1.2.    Redefine shareholders and Fountainhead unitholders are now advised that the board of directors of
              Redefine and the independent committee, comprising Michael Kirchmann, Victor Anthony Christian,
              Haroon Yusuf Laher, Marius Barkhuysen, Thomas Alexander Wixley and David Stanley Savage, have
              agreed that a merger of Redefine and Fountainhead continues to make strategic sense. On this basis,
              Redefine has entered into an agreement (the “transaction agreement”) with Fountainhead and FPTML
              in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property
              portfolio, in exchange for 85 new Redefine shares (the “Redefine consideration shares”) for every
              100 Fountainhead units in issue and the assumption by Redefine of all of Fountainhead’s liabilities,
              including Fountainhead’s interest-bearing debt (the “transaction”).

      1.3.    If the transaction is approved and becomes unconditional, Fountainhead will no longer qualify for a
              listing under the Listings Requirements of the stock exchange operated by the JSE Limited (“JSE”)
              and, simultaneously with the implementation of the transaction, Fountainhead will be delisted from the
              JSE. The winding up of Fountainhead will commence as soon as practically possible after the
              implementation date of the transaction, being the third business day following the date on which the last
              of the conditions precedent set out in paragraph 4 below is fulfilled, which date shall not be before the
              granting by the JSE of the listing of the Redefine consideration shares (the “implementation date”).

2.    RATIONALE FOR THE TRANSACTION

      2.1.  Redefine is currently the largest unitholder in Fountainhead and is also the owner of FPTML, which is
            the asset manager and controls all the assets of Fountainhead. Given these interests of Redefine in
            Fountainhead and FPTML, there is no other party that can acquire the Fountainhead property portfolio
            without Redefine’s consent. The transaction will allow for additional benefits in that the transfer of all
            of Fountainhead’s assets to Redefine will result in:

            2.1.1.       the assets being managed in an optimal manner on a portfolio basis;

            2.1.2.       lower costs as a result of the removal of costs associated with retaining Fountainhead as a
                         separate entity; and

            2.1.3.       more efficient asset allocation and balance sheet management, as there would be no
                         allocation decisions to be made between housing an asset in Fountainhead as opposed to
                         Redefine.

      2.2.  The trade in Fountainhead on the JSE has dropped significantly since Redefine acquired its
            approximate 65.9% stake and this lower tradability makes it harder for minority unitholders to exit
            from their holding. The transaction provides an opportunity for Fountainhead unitholders to exchange
            their Fountainhead units for more liquid Redefine shares.
 
      2.3.  While existing Fountainhead unitholders are supportive of its portfolio composition, there are divergent
            views on the future direction of Fountainhead. The transaction will expose Fountainhead unitholders to
            a diverse property portfolio and property assets valued at approximately R55.6 billion and the benefits
            of economies of scale and cost savings due to synergies between the Fountainhead and Redefine
            property portfolios will benefit Fountainhead unitholders and Redefine over time.

3.    MECHANICS OF THE TRANSACTION

      3.1.  Subject to the fulfilment of the conditions precedent set out in paragraph 4 below, in exchange for all
            the assets of Fountainhead, including the entire Fountainhead property portfolio:

            3.1.1.       Redefine will assume all of Fountainhead’s liabilities including, inter alia Fountainhead’s
                         interest-bearing debt;

            3.1.2.       in settlement of the balance of the purchase price for Fountainhead’s assets, including the
                         entire Fountainhead property portfolio, Redefine will issue the Redefine consideration
                         shares; and

            3.1.3.       in settlement of the distribution by Fountainhead of the Redefine consideration shares to
                         the Fountainhead unitholders, Redefine will issue the Redefine consideration shares
                         directly to the Fountainhead unitholders.

     3.2.   Fountainhead unitholders will, accordingly, receive 85 Redefine consideration shares, subject to the
            rounding principle, for every 100 Fountainhead units in issue on the record date (expected to be
            7 August 2015), directly from Redefine.

     3.3.   Notwithstanding the implementation date and/or the date on which the Redefine consideration shares
            are issued, the commercial effective date of the transaction is 1 March 2015. This means that Redefine
            will be entitled to all of the income received by or accruing to Fountainhead from 1 March 2015.
            Redefine will also assume all liabilities owing by Fountainhead on and with effect from 1 March 2015.

     3.4.   This does not change the fact that Fountainhead unitholders are entitled to participate in the
            distributable income of Fountainhead for the period up to 28 February 2015.

     3.5.   In the ordinary course, Fountainhead unitholders would also be entitled to participate in the
            distributable income of Fountainhead for the period from 1 March 2015 to the earlier of 1 August 2015
            and the implementation date (the “Fountainhead interim distribution”) but would not be entitled to
            participate in the equivalent portion of the normal income distribution to be declared by Redefine for
            the six months ending 31 August 2015 (the “Redefine final distribution”), calculated on the basis of
            the consideration ratio of 85 Redefine consideration shares for every 100 Fountainhead units (the
            “Redefine proportionate distribution”).

     3.6.   However, if the transaction is implemented, with effect from 1 March 2015, Fountainhead unitholders
            will, in effect, be entitled to participate fully in an amount equal to the Redefine final distribution, by
            virtue of their entitlement to the Redefine consideration shares, but not an amount equal to any portion
            of the distributable income of Fountainhead for the six months ending 31 August 2015.

     3.7.    In order to give effect to this arrangement in the most practical and efficient manner, having regard to
             the fact that the Redefine consideration shares will be issued cum entitlement to the full Redefine final
             distribution and acknowledging that Fountainhead unitholders are only entitled in aggregate to an
             amount equal to the Redefine final distribution and are not entitled to the Redefine proportionate
             distribution, Fountainhead and Redefine have agreed to implement a set-off mechanism whereby
             Fountainhead unitholders’ entitlement to the Fountainhead interim distribution will be set off against
             their obligation to pay the Redefine proportionate distribution (to which they are not, in the ordinary
             course, entitled) to Redefine.

     3.8.    Accordingly, the entitlement of Fountainhead unitholders to payment of the Fountainhead interim
             distribution, and Redefine’s obligation to pay the Fountainhead interim distribution to the Fountainhead
             unitholders, will be settled in full upon receipt of the Redefine consideration shares cum entitlement to
             the full Redefine final distribution, on the basis of the arrangements outlined above.

     3.9.    Fountainhead unitholders are however advised that the full Redefine final distribution will only be
             payable to the relevant Fountainhead unitholder in his/her/its capacity as a Redefine shareholder, or to
             any other person to whom he/she/it may have transferred the relevant Redefine consideration shares,
             who is registered as the holder thereof on the record date for receipt of the Redefine final distribution.

     3.10.   In terms of the transaction agreement, Redefine warrants and undertakes that the Redefine
             consideration shares will be entitled to participate fully in all subsequent distributions declared by
             Redefine. Redefine has also undertaken that it will not, prior to the Redefine consideration shares issue
             date, make any special or unusual distribution.

     3.11.   Redefine understands that the following properties (“the pre-emptive properties”) are subject to pre-
             emptive rights, rights of first refusal, options or similar rights which may be triggered by the transaction
             and for this purpose the parties have ascribed the following sale price to each such properties:

             Property name                                                                         Sale price
             N1 City Mall                                                                        R916 961 315
             Constantia Kloof 3                                                                  R304 545 995
             Sunridge                                                                             R60 674 837

     3.12.   Fountainhead has entered into agreements for the disposal of certain properties. The transaction
             agreement contains provisions which set out how these properties are to be dealt with insofar as they
             form part of Fountainhead’s property portfolio.

     3.13.   The only warranties that have been sought by Redefine and given by FPTML are that:

             3.13.1.       Fountainhead is the sole and beneficial owner of all Fountainhead assets (the “asset
                           portfolio”), including the properties forming part of the Fountainhead property portfolio,
                           as at the date of signature of the transaction agreement (the “signature date”);

             3.13.2.       Fountainhead will, immediately prior to 1 August 2015 (being the date on which the
                           transaction will be effective from an accounting perspective), be the sole and beneficial
                           owner of the asset portfolio and will, on 1 August 2015, the implementation date and the
                           date of registration of transfer of ownership of the relevant property into the name of
                           Redefine, be able to deliver unencumbered title to each property in the asset portfolio to
                           Redefine, subject only to (i) the provisions of the transaction agreement relating to
                           transfer of the pre-emptive properties and properties to be acquired or disposed of by
                           Fountainhead and (ii) any mortgage bonds which serve as security for any interest-bearing
                           debt obligations which are to be assumed by Redefine; and

             3.13.3.       Fountainhead will on the implementation date be able to transfer and deliver
                           unencumbered title to its cash, cash equivalents and debtors to Redefine.

     3.14.   During the period from the signature date to the implementation date, Fountainhead and FPTML have
             undertaken to procure that:

             3.14.1.       Fountainhead shall continue to operate in the ordinary, normal and regular course;
     
             3.14.2.       it shall not effect or otherwise commit Fountainhead to any acquisitions, disposals or
                           changes to the asset portfolio and/or Fountainhead's funding terms, other than (i) those
                          which Fountainhead or FPTML is, as at the signature date, already contractually bound to
                          effect or agree to or (ii) with Redefine's consent which shall not be unreasonably withheld
                          or delayed; and

             3.14.3.      it shall not commit itself to any other contractual arrangements other than in the ordinary
                          and regular course of its business, without Redefine's consent which shall not be
                          unreasonably withheld or delayed.

     3.15.   In terms of the transaction agreement, the parties are obliged to take such steps as may be required for
             the winding-up of Fountainhead (the “winding-up”) and for Fountainhead to distribute to Fountainhead
             unitholders the Redefine consideration shares, in accordance with Board Notice 42 of 2014, published
             in terms of section 114 (4)(b) of the Collective Investment Schemes Control 2002 (“CISCA”) in
             Government Gazette No. 37487 of 28 March 2014, as soon as practicable after the granting of the
             approvals contemplated in paragraphs 4.1 and 4.4 below, on the basis that Redefine shall, as a practical
             measure, issue the Redefine consideration shares directly to Fountainhead unitholders recorded as such
             in the register on the record date for receipt of the Redefine consideration shares concerned in
             settlement of such distribution, such that each Fountainhead unitholder will, in respect of every 100
             Fountainhead units held, be issued 85 Redefine consideration shares, subject to the rounding principle
             contained in the JSE Listings Requirements.

     3.16.   Redefine shall cause application to be made to the JSE at the appropriate time for the listing of the
             Redefine consideration shares on the JSE, such that they are listed on the JSE on or before the date on
             which the Redefine consideration shares are issued, and shall use best endeavours to ensure that such
             listing is granted, and the parties shall not implement the transaction unless and until the JSE has
             approved such listing.

4.   CONDITIONS PRECEDENT

     The transaction is subject to the fulfilment of the following conditions precedent by the specified date or such
     later date as determined in accordance with the transaction agreement:

     4.1.    by 30 June 2015, the Registrar of Collective Investment Schemes approving the transaction and making
             such determinations, giving such approvals and giving such directions (including any applicable
             approvals required in terms of sections 102 and 103 of CISCA and an approval of any requisite
             amendments to the trust deed) as are required for it to be legally permissible to implement the
             transaction;

     4.2.    by 30 June 2015, the JSE providing all such approvals (including a formal approval of this circular but
             excluding the granting of the listing of the Redefine consideration shares on the JSE) as may be
             required of the JSE in order to implement the transaction, on the terms and conditions contained in the
             agreement;

     4.3.    by 31 July 2015, Redefine shareholders approving, in general meeting, all such resolutions as may be
             required in order to implement the transaction, on the terms and conditions contained in the transaction
             agreement, including but not limited to an ordinary resolution to authorise the board of directors of
             Redefine to issue the Redefine consideration shares (requiring the support of more than 50% of the total
             number of votes exercisable by Redefine shareholders, present in person or by proxy, at the meeting);
             and

     4.4.    by 31 July 2015, Fountainhead unitholders approving, in general meeting, all such resolutions and
             providing such approvals as are necessary to implement the transaction on the terms and conditions
             contained in the transaction agreement, including but not limited to an ordinary resolution for the
             approval of the transaction as a "category 1 transaction" in terms of the Listings Requirements, the
             termination of the listing of Fountainhead units on the JSE and the winding-up of Fountainhead
             (requiring the support of at least 75% of the total number of votes exercisable by Fountainhead
             unitholders, other than Redefine and its associates, present in person or by proxy, at the meeting).

5.   CATEGORISATION OF THE TRANSACTION FOR FOUNTAINHEAD, RELATED PARTY CONSIDERATIONS AND FURTHER DOCUMENTATION

     5.1.    From a Fountainhead perspective, the transaction constitutes a category 1 disposal in terms of the JSE
             Listings Requirements and as such requires the approval of Fountainhead unitholders. Accordingly, a
             circular to Fountainhead unitholders (the “Fountainhead circular”), incorporating a notice of general
             meeting for the Fountainhead general meeting, will be issued in due course.

     5.2.    As Redefine is a material unitholder in Fountainhead and the sole shareholder of FPTML, the
             transaction is, from a Fountainhead perspective, being treated as a disposal to a related party under the
             JSE Listings Requirements requiring:

             5.2.1.       the provision of a fairness opinion by an independent expert acceptable to the JSE. In this
                          regard the independent committee have appointed Questco Proprietary Limited (the
                          “independent expert”) to furnish the requisite fairness opinion;

             5.2.2.       a statement by the independent committee confirming whether the transaction is fair
                          insofar as Fountainhead unitholders are concerned; and

             5.2.3.       Fountainhead unitholder approval at the general meeting, as outlined in paragraph 4.4
                          above.

     5.3.    As required in terms of the JSE Listings Requirements, the independent expert has concluded that the
             transaction is fair to Fountainhead unitholders, which opinion will be contained in the Fountainhead
             circular.

     5.4.    The independent committee hereby confirms that it has considered, inter alia, the fairness opinion and
             is of the opinion that the transaction is fair insofar as unitholders are concerned and recommends that
             Fountainhead unitholders vote in favour of the resolutions necessary to implement the transaction. The
             members of the independent committee intend to vote any Fountainhead units they may hold in favour
             of the resolutions necessary to implement the transaction.

     5.5.    Redefine and its subsidiaries will own approximately 65.9% of Fountainhead’s issued units prior to the
             implementation of the transaction. Although Redefine and its associates will be taken into account in
             determining a quorum at the Fountainhead general meeting, the votes of Redefine and its associates
             will not be taken into account in determining the validity of the resolution authorising the transaction.

6.   CATEGORISATION OF THE TRANSACTION FOR REDEFINE AND FURTHER DOCUMENTATION

     From a Redefine perspective, the transaction constitutes a category 2 transaction in terms of the JSE Listings
     Requirements and accordingly does not require approval by Redefine shareholders. However, shareholder
     approval will be required to approve all such resolutions as may be required to implement the transaction, on
     the terms and conditions contained in the transaction agreement, as outlined in paragraph 4.3 above. In this
     regard, as announced on SENS on 24 June 2015, a notice for a Redefine general meeting to be held on
     Thursday, 23 July 2015 has been issued.

7.   PROPERTY INFORMATION

     7.1.    The Fountainhead property portfolio was valued by four independent property valuers at
              R11 921 625 695, as at 28 February 2015, and comprises 41 properties with a GLA of 862 751 m2,
             including assets held for sale and excluding properties transferred since 1 March 2015. The
             Fountainhead property portfolio is concentrated significantly in retail properties representing
             approximately 70% percent of the Fountainhead property portfolio by value.

     7.2.    The Fountainhead retail property portfolio was valued by Roger Long (JLL), an external independent
             property valuer registered as a professional valuer in terms of the Property Valuers Profession Act,
             2000 (the “PVPA”). The Fountainhead office and industrial property portfolio was valued by Bryan
             Nyagah (JHI Excellerate), Trevor Richardson (Acres) and Roger Hunting (Broll), who are all external
             independent property valuers each registered as a professional valuer in terms of the PVPA.

     7.3.    Detailed valuation reports have been prepared in respect of each of the properties comprising the
             Fountainhead property portfolio. A summary of the valuation reports in respect of the Fountainhead
             property portfolio will be included in the Fountainhead circular.

     7.4.    Details of the properties comprising the Fountainhead property portfolio are set out in the table below:
                                                   Weighted                   Value attributed                                                      Estimated
                                             average rental                     by independent    Disposal price                                   net income
                                              per m2 as per       GLA (m2)     property valuer        as per the   Disposal price   Independent   forecast to
                         Physical            Fountainhead’s  attributed by   as at 28 February       transaction     vs valuation*  property        31 August
No    Property name      address                records (R)   Fountainhead            2015 (R)     agreement (R)              (R)   valuer           2015 (R)

                                                                                                                                    Retail
1.    Centurion Mall     Cnrs Suid Street,   
                         Gordon Hood
                         and Mike
                         Crawford
                         Avenue,
                         Centurion                      226        138 191       3 547 500 000     3 704 761 574      157 261 574   JLL          250 071 406
2.    The Boulders       Old Pretoria
      Shopping Centre    Road, Midrand                   43         49 194         763 500 000       867 027 372      103 527 372   JLL           62 859 484
3.    Benmore            Cnr Grayston
      Gardens            Drive and
      Shopping Centre    Eleventh
                         Avenue, Sandton                208         24 239         667 300 000       690 417 650       23 117 650   JLL           48 329 235
4.    Bryanston          Hobart Road,
      Shopping Centre    Bryanston                      181         13 673         273 500 000       314 054 702       40 554 702   JLL           23 554 103
5.    The Brightwater    Republic Road,
      Commons#           Randburg                        86         42 521         185 000 000       190 000 000        5 000 000   JLL           18 430 994
6.    Rosebank Mews      Oxford Road,
                         Rosebank                       147          7 304          92 500 000       108 522 746       16 022 746   JLL            8 295 544
7.    Kenilworth         Loch Road,
      Centre             Kenilworth                     149         49 012         832 000 000       973 911 808      141 911 808   JLL           68 173 827
8.    N1 City Mall       Louwtjie
      (58%)              Rothman Street,
                         Goodwood                       170         37 241         799 000 000       916 961 315      117 961 315   JLL           64 187 292
9.    Blue Route Mall    Tokai Road,
                         Tokai, Cape
                         Town                           166         55 501       1 184 000 000     1 214 236 632       30 236 632   JLL           84 996 564
                                                                                 8 344 300 000     8 979 893 797      635 593 797                628 898 449

                                                                                                                                    Offices
10.   Douglas Roberts    22 Skeen Boulev
      Centre             ard, Bedfordview               128         19 166         270 900 000       362 240 763       91 340 763   Broll         28 979 261
11.   Constantia Kloof   3 Florida,
      3 (80 %)           Florida, Gauteng,
                         1709                           159         12 821         264 600 000       304 545 995       39 945 995   Broll         24 363 680
12.   300 Middel         300 Middel
      Street             Street, Nieuw
                         Muckleneuk                     185         11 404         221 400 000       308 849 684       87 449 684   ACRES         24 707 975
13.   CIB Insurance      15E Riley Road,
                         Bedfordview                    130          7 513         164 800 000       169 759 183        4 959 183   Broll         13 580 735
14.   Rosebank Corner    Jan Smuts
                         Avenue,                                                                                                    JHI
                         Rosebank                       124          9 566         111 475 800       131 783 578       20 307 778   Excellerate   10 542 686
15.   Grayston Ridge     144 Katherine                                                                                                             7 019 087
      Office Park        Street, Sandown,                                                                                           JHI
                         Sandton                        114         10 388         123 315 600       123 141 870         (173 730)  Excellerate
16.   Dunkeld Office     6 North Road,                                                                                              JHI            7 023 037
      Park               Dunkeld West                   123          5 500          67 400 000        87 787 964       20 387 964   Excellerate
17.   AMR Office         Concorde Road,                                                                                                            6 061 477
      Park               Bedfordview                    116         13 125         105 987 000       105 859 054         (127 946)  Broll
18.   2 Pybus Road       2 Pybus Road,                                                                                              JHI            6 306 456
                         Sandton                        118          4 531          73 806 000        78 830 706        5 024 706   Excellerate
19.   Kimberley-Clark    Leicester Road,                                                                                                           7 094 903
      House              Bedford Gardens                117          6 036          81 500 000        88 686 292        7 186 292   Broll
20.   240 Walker         Sunnyside,                                                                                                 JHI           10 164 429
      Street             Pretoria                       120          7 808          97 400 000       127 055 358       29 655 358   Excellerate
21.   260 Walker         Sunnyside,                                                                                                 JHI            7 575 020
      Street             Pretoria                       120          5 279          67 900 000        94 687 754       26 787 754   Excellerate
22.   The Ambridge       Vrede Avenue,                                                                                              JHI            2 533 408
                         Epsom Downs                    100          4 782          49 018 650        49 000 000          (18 650)  Excellerate
23.   Yellowwood         33 Ballyclare                                                                                              JHI            1 915 470
      House              Drive, Bryanston               107           2770          28 213 620        28 000 000         (213 620)  Excellerate
24.   Sunridge (75%)     62 Wierda Road                                                                                                            4 853 987
                         East, Wierda                                                                                               JHI
                         Valley                         140          2 941          43 202 505        60 674 837       17 472 332   Excellerate
25.   Lakeside Place     Queen Street,                                                                                              JHI            1 452 923
                         Bruma                           94          3 620          20 000 000        20 000 000                0   Excellerate
26.   RPA Centre         180 Smith Street,                                                                                          JHI              822 198
                         Fairland                        76          1 716          12 347 120        12 350 000             2880   Excellerate
27.   18 The             Westway,
      Boulevard          Durban                         152          5 232          76 400 000        91 434 180       15 034 180   ACRES          7 771 905
28.   Delmat House       28 Jan Hofmeyr
                         Road, Westville                115          4 497          50 000 000        50 000 000                0   ACRES          3 897 165
29.   Kent House         1 Neptune Road,
                         Berea West,
                         Westville                      107          2 774          20 200 000        20 148 045         (51 955)   ACRES          1 410 363
30.   Cedarwood          Ballclare Drive,                                                                                           JHI            5 963 048
      House              Bryanston                      145          4 626          67 559 400        74 538 096        6 978 696   Excellerate
                                                                                 2 017 425 695     2 389 373 357      371 947 662                184 039 214
                                                                                                                                    Industrial
31.   Mifa Industrial    399 George
      Park               Street, cnr 16th
                         Road, Midrand                   53          33 765        147 000 000       187 841 012       40 841 012   ACRES         15 966 486
32.   Strijdom           Hammer Avenue,                  56          24 512        115 100 000       149 483 273       34 383 273   ACRES         12 706 078
      Industrial Park    Strijdompark,
                         Randburg
33.   Supreme            Klipriviersberg
      Industrial Park    Road, Steelecale                44          31 058         98 400 000       125 556 662       27 156 662   ACRES         10 672 316
34.   Continuity SA      Old Pretoria                                                                                                               -113 737
      (Nashua House)     Main Road,
                         Midrand,
                         Gauteng, 1685                   73           7 551         51 200 000        51 698 509          498 509   ACRES
35.   Jupiter Ext. 1     Nasmith Road,                                                                                                             2 977 185
                         Jupiter Ext. 1,
                         Germiston                       30          11 508         41 500 000        41 349 786         (150 214)  ACRES
36.   Aviz Labs          733/747 16th                                                                                                              1 924 573
      (Dismed House)     Road, Midrand                   65           2 871         17 000 000        22 642 032        5 642 032   ACRES
37.   Precision House    Precision Road,                                                                                                             230 444
                         Kya Sand                        49             604          2 300 000         2 300 000                0   ACRES
38.   Murrayfield        Prospecton Road,                                                                                                         10 263 587
                         Prospecton                      68          17 100         90 800 000       120 748 082       29 948 082   Broll
39.   Robor Industrial   233 Barbara                                                                                                              48 075 157
                         Road, Germiston                 34         120 277        598 000 000       600 939 468        2 939 468   ACRES
                                                                                 1 161 300 000     1 302 558 824      141 258 824                102 702 089
                                                                                                                                    Specialised
40.   Southern Sun       Kempton Park                                                                                                             17 428 171
      O.R. Tambo
      International                                                                                                                 JHI
      Airport                                           106          14 153         93 500 000       145 234 756       51 734 756   Excellerate
41.   Bedford Gardens    Leicester Road,                                                                                                          24 739 372
      Private Hospital   Bedford Gardens                161          12 817        305 100 000       309 242 147        4 142 147   Broll
                                                                                   398 600 000       454 476 903       55 876 903                 42 167 542

      Total                                                         847 564     11 921 625 695    13 126 302 881    1 204 677 186                957 807 295
      Less estimated borrowings^
                                                                                                   2 832 542 479
      Value of net assets that are the subject of the transaction                                 10 293 760 402

      * The difference between the valuation amounts and the disposal price arose due to changes in the market values of the properties. Furthermore,
      the value attributed by each independent property valuer is an open market value while the disposal prices are negotiated values.


      # Properties in respect of which, as at the implementation date, an agreement has been concluded with third parties for their disposal, but where
      the registration of transfer thereof pursuant to such agreement has not yet been effected.


      ^ Represents the current value of borrowings as at 28 February 2015. The value may change slightly between 28 February 2015 and
      1 August 2015 (being the date on which the transaction will be effective from an accounting perspective)


      42.      WITHDRAWAL OF FOUNTAINHEAD CAUTIONARY ANNOUNCEMENT

               Following the release of this joint transaction announcement, the Fountainhead cautionary announcement last
               published on SENS on 2 June 2014 is withdrawn and caution is no longer required to be exercised by
               Fountainhead unitholders when dealing in their Fountainhead units.

      43.      FOUNTAINHEAD RESPONSIBILITY STATEMENT

               To the extent that the information in this joint transaction announcement relates to Fountainhead, the
               independent committee accepts responsibility for such information and confirms that, to the best of the
               respective knowledge and belief of the members of the independent committee, the information is true and does
               not omit anything likely to affect the importance of the information included.




      44.      REDEFINE RESPONSIBILITY STATEMENT

               To the extent that the information in this joint transaction announcement relates to Redefine, Redefine’s board
               of directors accepts responsibility for such information and confirms that, to the best of the respective
               knowledge and belief of the members of the Redefine board of directors, the information is true and does not
               omit anything likely to affect the importance of the information included.
25 June 2015



Corporate advisor and sponsor to Redefine            Legal advisor to Redefine
Sponsor to Fountainhead
Tax advisor to Redefine and Fountainhead             Cliffe Dekker Hofmeyr

Java Capital


Independent expert                                   Legal advisor to the independent committee

Questco                                              Bowman Gilfillan



Financial advisor to Fountainhead

Rand Merchant Bank

Date: 25/06/2015 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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