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DELTA/PIVOTAL - Successful conclusion of due diligence and update on transaction progress; further cautionary
DELTA AFRICA PROPERTY HOLDINGS LIMITED THE PIVOTAL FUND LIMITED
(Registered by continuation in the Republic of Mauritius) (Incorporated in the Republic of South Africa)
(Registration number 128881 C1/GBL) (Registration number 2005/030215/06)
JSE share code: DLA JSE share code: PIV
SEM share code: DEL.N0000 ISIN: ZAE000196440
ISIN: MU0473N00010 (“Pivotal”)
(“Delta Africa”)
SUCCESSFUL CONCLUSION OF DUE DILIGENCE AND UPDATE ON TRANSACTION PROGRESS; FURTHER CAUTIONARY
ANNOUNCEMENT BY DELTA AFRICA
1. INTRODUCTION
1.1. Shareholders of Delta Africa and Pivotal are referred to the companies’ joint announcement dated 17 November 2015
(“Transaction Announcement”), regarding the companies’ intention to join forces to leverage opportunities on the
African continent (“Transaction”), and which sets out details of the Transaction.
1.2. Delta Africa and Pivotal wish to provide their shareholders with an update on their progress with the Transaction.
1.3. Terms appearing in title case in this announcement and that are not otherwise defined herein, shall bear the meanings
assigned to them in the Transaction Announcement.
2. FULFILMENT AND WAIVER OF VARIOUS CONDITIONS PRECEDENT
2.1. The Framework Agreement and other agreements concluded in respect of the Transaction are subject to the fulfilment
(or, where applicable, waiver) of certain conditions precedent, which are detailed in the Transaction Announcement
(“Conditions Precedent”).
2.2. Framework Agreement
Shareholders are advised that the following Framework Conditions Precedent have been fulfilled:
2.2.1. the condition detailed in paragraph 3.1.1.1 of the Transaction Announcement, Delta Africa and Pivotal having
advised each other that they are satisfied with the outcome of the due diligence investigations which they have
respectively undertaken in respect of the Wings Asset and the Naivasha Asset (in the case of Delta Africa) and the
assets and affairs of Delta Africa (in the case of Pivotal);
2.2.2. the condition detailed in paragraph 3.1.1.2 of the Transaction Announcement, relating to the irrevocable
undertaking by Delta Property Fund Limited; and
2.2.3. the condition detailed in paragraph 3.1.2 of the Transaction Announcement, relating to the signing of the Related
Transaction Agreements. In this regard, it is confirmed that the Promoters Agreement and the Freedom Termination
Agreement have been signed and that Delta Africa and Pivotal have waived the signing of the Delta Africa acquisition
and development policy referred to in paragraph 3.1.5.2 of the Transaction Announcement.
2.3. Naivasha Sale Agreement
Shareholders are advised that the Naivasha Condition Precedent detailed in paragraph 5.1.2 of the Transaction
Announcement has been fulfilled, with the relevant sale agreement referred to therein, having been concluded.
2.4. Wings Sale Agreement
Shareholders are advised that:
2.4.1. the Wings Conditions Precedent detailed in paragraphs 6.1.7 (relating to the increase in the loan to value ratio of
Oando Wings or SB Wings, as the case may be) and 6.1.8 (relating to the dividend policy of Oando Wings) of the
Transaction Announcement have, by agreement between Delta Africa, Pivotal and SB Wings, been waived; and
2.4.2. the Wings Condition Precedent detailed in paragraph 6.1.1 of the Transaction Announcement (relating to the
provision by JLL of its final written gross market value valuation of the Wings Development and confirmation by
Delta Africa that it is satisfied with the agreed gross market value of the wings Development) has been fulfilled.
2.5. Remaining Conditions Precedent
The remaining outstanding Conditions Precedent are detailed in the Transaction Announcement and mostly relate to
the passing of the necessary shareholder and board approvals, obtaining the requisite regulatory approvals and
complying with applicable legislation, the JSE Listings Requirements and SEM Listing Rules.
3. FURTHER CAUTIONARY ANNOUNCEMENT BY DELTA AFRICA REGARDING THE TRANSACTION; FURTHER CAUTIONARY
ANNOUNCEMENT BY DELTA AFRICA REGARDING THE BARCLAYS HOUSE ACQUISITION
3.1. Shareholders are referred to Delta Africa’s cautionary announcement dated 4 November 2015 regarding the
Transaction, as renewed in the Transaction Announcement, and are advised to continue exercising caution when
dealing in Delta Africa’s securities until the financial effects of the Specific Issue and the Termination Issue on Delta
Africa are announced.
3.2. Shareholders are reminded that Delta Africa is also trading under cautionary, pursuant to its announcement dated
9 November 2015 in respect of its Barclays House acquisition, such cautionary having been renewed by Delta Africa in
the Transaction Announcement. Accordingly, shareholders are also advised to continue exercising caution when
dealing in Delta Africa’s securities until a full announcement is made by Delta Africa in respect of the Barclays House
acquisition.
4. GENERAL
4.1. As indicated in the Transaction Announcement, a circular incorporating revised listing particulars will be sent by Delta
Africa to Delta Africa shareholders in due course with further information regarding the Transaction and in order to
convene a general meeting of Delta Africa shareholders at which those aspects of the Transaction requiring shareholder
approval will be presented to shareholders.
4.2. Shareholders are reminded that the Transaction constitute an undertaking in the ordinary course of business of Delta
Africa and therefore do not fall under the scope of Chapter 13 of the SEM Listing Rules.
7 December 2015
JSE sponsor and corporate advisor to Delta Africa JSE sponsor and corporate advisor to Pivotal
PSG Capital Java Capital
Attorneys SEM sponsor to Delta Africa
Cliffe Dekker Hofmeyr Capital Markets Brokers
Company Secretary to Delta Africa
Intercontinental Fund Services
Disclosure of Delta Africa information required under the SEM Listing Rules
Delta Africa directors: Sandile Nomvete (chairman), Greg Pearson*, Bronwyn Anne Corbett*, Peter Todd (lead independent),
Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod and Leon van de Moortele*
(*executive director)
Company secretary of Delta Africa: Intercontinental Fund Services Limited
Registered address of Delta Africa: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius
Transfer secretary (South Africa) of Delta Africa: Computershare Investor Services Proprietary Limited
Registrar and transfer agent (Mauritius) of Delta Africa: Intercontinental Secretarial Services Limited
Corporate advisor and JSE Sponsor of Delta Africa: PSG Capital Proprietary Limited
SEM sponsor of Delta Africa: Capital Markets Brokers Limited
This Notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and the Securities Act of Mauritius 2005.
The boards of directors of Delta Africa Property Holdings Limited and The Pivotal Fund Limited accept full responsibility for the
accuracy of the information contained in this communiqué, insofar as such information relates to, respectively, Delta Africa and
Pivotal.
Date: 07/12/2015 09:00:00 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.
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