ARROWHEAD PROPERTIES LIMITED - Expression of interest to acquire the entire issued share capital of Emira Property Fund Limited (EMIRA)

Expression of interest to acquire the entire issued share capital of Emira Property Fund Limited (“EMIRA”)

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000203105
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)


EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF EMIRA PROPERTY FUND LIMITED (“EMIRA”)


Shareholders are advised that Arrowhead has addressed a non-binding expression of interest to the board of
directors of Emira detailing Arrowhead’s interest, subject to the satisfactory conclusion of a due diligence
investigation in respect of Emira’s forecast income for the 12 months ending 30 June 2017, in acquiring all or
the majority of the issued share capital of Emira (the “proposed transaction”).

Although other structures have not been ruled out, Arrowhead’s intention would be to implement the proposed
transaction by way of a scheme of arrangement in terms of section 114 of the Companies Act of 2008 (the
“Companies Act”), in terms of which Arrowhead would acquire all of the shares owned by Emira shareholders
for a consideration of 1.67 Arrowhead shares for every Emira share acquired (with the Emira shares being
acquired, and the Arrowhead shares issued, ex the entitlement to participate in the distributions for the
respective income distribution periods ended 30 June 2016).

Arrowhead has engaged with a limited number of key shareholders of Emira, on a confidential basis and with
due regard to the provisions of the Takeover Regulations promulgated in terms of the Companies Act Takeover
Provisions, in relation to the proposed transaction. Emira shareholders, who collectively hold
approximately 22% of the Emira shares, have indicated their support for the transaction, and to this end, either
signed letters of support or irrevocable undertakings in relation to the proposed transaction.

We note that the board of Emira has not had an opportunity to consider the expression of interest, but
Arrowhead hopes to engage with the board in a constructive and co-operative manner with a view to being in a
position to make a firm offer in relation to the proposed transaction as soon as possible.

25 July 2016

Sponsor and corporate advisor
Java Capital

Legal advisor
Cliffe Dekker Hofmeyr

Date: 25/07/2016 08:45:00 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.