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TRADEHOLD LIMITED - Firm Intention from Tradehold API Limited to Acquire a Minimum of 51% of Real Estate Investments Zambia

Release Date: 17/02/2016 09:00
Code(s): TDH     PDF:  
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Firm Intention from Tradehold API Limited to Acquire a Minimum of 51% of Real Estate Investments Zambia

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

FIRM INTENTION FROM TRADEHOLD API LIMITED TO ACQUIRE A MINIMUM OF 51%
OF REAL ESTATE INVESTMENTS ZAMBIA

Shareholders are referred to the announcement dated 7 December 2015
and are advised that Tradehold Africa Limited (“Tradehold Africa”), a
wholly owned subsidiary of the Company, acting jointly with African
Property Investments Limited (“APIL”), a Category One Global Business
Company incorporated in the Republic of Mauritius, through an
investment holding company, Tradehold API Limited, owned in equal
proportions by Tradehold Africa and APIL, has made a firm offer to
purchase and/ or subscribe for a minimum of 51% of Real Estate
Investments Zambia Plc, 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
further cautionary announcement published by the Company on Wednesday,
13 January 2016. 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

Further to the announcement published on 8 December 2015, the Board of
REIZ (“Board”) wishes to update shareholders of REIZ (“Shareholders”)
regarding the firm intention to make an offer to purchase and/or
subscribe for a minimum of 51% of REIZ, on a fully diluted basis,
which had been received from Tradehold Africa Limited (“Tradehold
Africa”) and Heriot Properties Proprietary Limited (“Heriot”) acting
jointly.

The Board is now in receipt of an updated firm offer from Tradehold
API Limited (“the Offeror”), a company incorporated in Mauritius and
jointly owned by Tradehold Africa Limited and African Property
Investments Limited (“APIL”) to acquire a minimum of 51% of REIZ on a
fully diluted basis. It should be noted that Heriot Properties is no
longer an Offeror. Heriot will only manage APIL’s properties and
developments in Zambia under property management agreements. APIL is
an experienced property development and management company whose
properties in Zambia include Mukuba Mall in Ndola, Cosmopolitan Mall
in Lusaka and Solwezi City Mall in Solwezi.
In terms of the requirements of the Securities (Takeovers and Mergers)
Rules 1993, this announcement sets out information regarding the
Offer.

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

Identity of Ultimate Offeror       Tradehold   Africa   together with
or controlling shareholder         APIL incorporated Tradehold API
of Offeror:                        Limited (“the Offeror”) in the
                                   Republic of Mauritius. The Offeror
                                   is a jointly- owned investment
                                   company    established    for  the
                                   purpose of making investments in
                                   Southern Africa.

                                   Tradehold Africa is a subsidiary
                                   of Tradehold Limited, a company
                                   listed on JSE Limited with a
                                   market capitalisation of ZAR3.8
                                   billion.

                                   Heriot   is  a   private property
                                   management company which manages
                                   APIL’s properties in South Africa
                                   as well as in Zambia.

                                   APIL is an experienced property
                                   development and management company
                                   with    properties    in    Zambia,
                                   including       Mukuba        Mall,
                                   Cosmopolitan Mall and Solwezi
                                   City Mall.

The two parts of the Offer         Tradehold API Limited offers to
                                   purchase all REIZ ordinary shares
                                   from the company’s shareholders at
                                   the offer price.

                                   In the event that shareholders
                                   holding less than 51% of the
                                   issued ordinary shares in the
                                   company, calculated on a fully
                                   diluted basis, sell shares to the
                                   Offeror, the Offeror offers to
                                   subscribe for so many ordinary
                                   shares in REIZ that, together with
                                   the    shares    purchased    from
                                   shareholders, the Offeror will own
                                   51% of the issued ordinary shares
                                   in REIZ.
Rationale                          The Offeror wishes to acquire a
                                   controlling share in REIZ in order
                                   for it to assist the current
                                   management team to:
                                   -    Restructure    the   Company’s
                                   balance sheet.
                                   -    Streamline    the    Company’s
                                   operations by internalising the
                                   property       and      development
                                   management function as far as
                                   possible.
                                   - Add additional expertise to the
                                   Company’s management team and
                                   rejuvenate as well as to expand
                                   REIZ’s portfolio of properties.

Listing of REIZ on LuSE            Following the implementation of
                                   the Offer, the Offeror intends for
                                   REIZ to remain listed on the
                                   Lusaka Stock Exchange provided it
                                   is in full compliance with the
                                   requirements of the Listing Rules,
                                   the   Companies   Act    and   the
                                   Securities Act.

Details of existing holding of     Nil
voting rights in REIZ:

Conditions of the Offer:           Acquisition of a minimum of 51% of
                                   the issued share capital of REIZ.
                                   - Regulatory approvals, including
                                   Securities       and       Exchange
                                   Commission, Lusaka Stock Exchange,
                                   Zambian Competition and Consumer
                                   Protection      Commission      and
                                   Johannesburg Stock Exchange.
                                   - Any material adverse changes in
                                   the business, assets, financial or
                                   trading position of profits of
                                   REIZ or arising from any change of
                                   law, directive or regulation.

Details of any arrangement in      Nil
relation to shares of REIZ
or Tradehold Africa API 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 API Limited has
demonstrated sufficient capital resources to successfully implement
the Offer.
The Board is reviewing the Offer and has initiated the appropriate
steps and responses in line with the requirements of the Securities
(Takeovers and Mergers) Rules 1993. This includes the appointment of a
Fair and Reasonable advisor to provide a Fair and Reasonable Opinion
on the Offer.

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

UNQUOTE

Cape Town
17 February 2016

Sponsor
Bravura Capital (Pty) Limited

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