TRADEHOLD LIMITED - Firm Intention by Tradehold Africa jointly with Heriot Properties to acquire 51% of Real Estate Investments Zambia

Firm Intention by Tradehold Africa jointly with Heriot Properties to acquire 51% of Real Estate Investments Zambia

TRADEHOLD LIMITED 
(Registration number: 1970/009054/06)
("Tradehold" or “the Company”)
Incorporated in the Republic of South Africa
JSE Share code: TDH ISIN: ZAE000152658
(the “Company")

FIRM INTENTION BY TRADEHOLD AFRICA LIMITED ACTING JOINTLY WITH HERIOT
PROPERTIES PROPRIETARY LIMITED TO MAKE AN OFFER TO ACQUIRE A MINIMUM OF 51% OF
REAL ESTATE INVESMENTS ZAMBIA PLC

Shareholders are advised that Tradehold Africa Limited, a wholly owned
subsidiary of the Company, acting jointly with Heriot Properties Proprietary
Limited, a private property holding company based in Johannesburg, has made an
offer to purchase and/ or subscribe for a minimum of 51% of Real Estate
Investments Zambia Plc (“REIZ”), a public company listed on the Lusaka Stock
Exchange (“LuSE”), on a fully diluted basis (the “Offer”).

Due to the relative size of the Offer vis-à-vis the Company’s market
capitalisation, the Offer is not categorisable under the Listings Requirements
of JSE Limited, and is consequently not related to the cautionary announcement
published by the Company on Thursday, 26 November 2015. However, for the sake
of completeness, shareholders are referred to the announcement published by
REIZ on the LuSE News Services, the contents of which have been extracted below
for the information of shareholders:

QUOTE

OFFER ANNOUNCEMENT REGARDING FIRM INTENTION FROM TRADEHOLD AFRICA LIMITED AND
HERIOT PROPERTIES PROPRIETARY LIMITED (ACTING JOINTLY) TO MAKE AN OFFER TO
ACQUIRE A MINIMUM OF 51% OF REIZ

The Board of REIZ (“Board”) wishes to inform shareholders of REIZ
(“Shareholders”) that they have received a firm intention to make an offer to
purchase and/or subscribe for a minimum of 51% of REIZ, on a fully diluted
basis, from Tradehold Africa Limited and Heriot Properties Proprietary Limited
(“the Offer”).

In terms of the requirements of Section 39, Section III of the Securities Act,
this announcement sets out information regarding the firm intention to make an
offer.

Terms of the         Cash consideration of ZMW4.20 per REIZ share
Offer:

Identity of          Tradehold Africa Limited (“Tradehold Africa”) is a
Ultimate Offeror     subsidiary of Tradehold Limited, a company listed on JSE
or controlling       Limited with a market capitalisation of ZAR5.7 billion.
shareholder of       Heriot Properties Proprietary Limited (“Heriot”) is a
Offeror:             private property development company based in South
                     Africa.

Details of           Nil
existing holding
of voting rights
in REIZ:

Conditions of the      -   Acquisition of a minimum of 51% of the issued share
Offer:                     capital of REIZ
                       -   Due diligence on REIZ
                       -   Regulatory   approvals,  including   Securities   and
                           Exchange Commission, Lusaka Stock Exchange and
                           Zambian    Competition  and    Consumer    Protection
                           Commission
                       -   Approval of final terms by the Tradehold Africa and
                           Heriot Boards of Directors

Details of any       Nil
arrangement in
relation to
shares of REIZ or
Tradehold Africa
which is material
to the Offer:

The Board has appointed Stockbrokers Zambia Limited to act as independent
financial advisors to REIZ in regard to the Offer. Stockbrokers Zambia Limited
confirms that Tradehold Africa has demonstrated sufficient capital resources to
successfully implement the Offer.

Shareholders are referred to the Updated Cautionary Announcement published on
22 October 2015 and are reminded that the Board is in receipt of a second firm
intention to acquire a majority interest in REIZ. A separate offer announcement
will be made in relation to this when these details are available.

The Board is reviewing both Offers and has initiated the appropriate steps and
responses in line with the requirements of the Securities (Takeovers and
Mergers) Rules 1993.

Shareholders are therefore advised to continue exercising caution when dealing
in their REIZ shares until further information is provided.

UNQUOTE

Cape Town
7 December 2015

Sponsor
Bravura Capital Proprietary Limited

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