TOWER PROPERTY FUND LIMITED - Bookbuild

Bookbuild

TOWER PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2012/066457/06)
JSE share code: TWR ISIN: ZAE000179040
(Approved as a REIT by the JSE)
(“Tower” or the “company”)


BOOKBUILD


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO

Tower announces an equity capital raise of up to R820 million (the “equity capital raise”) through the issue of new
Tower shares (“new shares”), at an issue price of R8 per share, in terms of a vendor consideration placing, as
approved by shareholders at the general meeting held on 24 May 2016.

The equity raise is offered to qualifying investors through a bookbuild process conducted on the JSE (the
“bookbuild”) open to eligible and invited participants and subject to a minimum subscription application of
R1 million per applicant. The equity raise is not an offer to the public as referred to in the South African Companies
Act, No.71 of 2008, as amended. All public and non-public investors (as defined under paragraphs 4.25 – 4.26 of the
JSE Listings Requirements) may participate in the vendor consideration placing.

Given the current market conditions and economic volatility, a pre-commitment fee equivalent to 1.5% of the amount
pre-committed is offered on all pre-commitments to the equity capital raise of R100 million or more.

The bookbuild is now open and the company reserves the right to close it at any time. The new shares, when issued,
will be credited as fully paid and will rank pari passu in all respects with existing shares. Allocations will be
announced as soon as is reasonably practicable following the closing of the bookbuild.

Java Capital is acting as sole bookrunner.

Java Capital contact details:

Andrew Bird
Tower@javacapital.co.za
Tel: 072 182 5540

25 May 2016


Sole bookrunner and sponsor

Java Capital

The equity raise is not an offer to the public. Participation in the equity raise is reserved for invited investors only and
subject to the terms and conditions provided to the invited investors.

This announcement is not for publication or distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not
subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the
United States. This announcement does not and is not intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 as amended (“Companies Act”). Neither this announcement nor
any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic Area (other
than the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by
each Member State). In the United Kingdom, this announcement is directed only at the following persons: investment
professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the “Order”); and high net worth entities, and other persons to whom it may lawfully be communicated,
falling within article 49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
Java Capital or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.

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