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Posting of circular, update to Fortress shareholders and salient dates and times of the general offer to Lodestone
FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000192787
FFB ISIN: ZAE000192795
(Approved as a REIT by the JSE)
(“Fortress”)
POSTING OF CIRCULAR, UPDATE TO FORTRESS SHAREHOLDERS AND SALIENT DATES AND TIMES OF THE GENERAL OFFER TO BE MADE TO LODESTONE SHAREHOLDERS
1. Introduction
Shareholders of Lodestone REIT Limited (“Lodestone”) are referred to the firm intention announcement
released on SENS on 11 August 2016, relating to the general offer to be made by Fortress to Lodestone
shareholders to acquire all of their Lodestone shares (the “general offer”) as well as the update announcement
released on SENS on 9 September 2016.
An offer circular (the “circular”) has been posted to Lodestone shareholders. Copies of the circular may be
obtained from the offices of Fortress (3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191) and
Lodestone’s transfer secretaries (Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie
House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001) from 19 September 2016 until the date the
general offer closes. The circular is also available on Fortress’ website (www.fortressfund.co.za).
2. Terms of the general offer
Fortress has extended the general offer to Lodestone shareholders to acquire all Lodestone shares by exchange
of one Fortress A ordinary share and one Fortress B ordinary share for every 6.66667 Lodestone shares held.
The general offer is conditional on the receipt of unconditional approval in writing from the Competition
Authorities, to the extent required, in relation to the acquisition by Fortress of control of Lodestone and/or
Lodestone’s underlying property portfolio or, if such approval is conditional, on the conditions being reasonably
acceptable to Fortress. It is anticipated that Fortress will receive approval from the Competition Authorities on
or about 16 November 2016.
Notwithstanding the condition precedent set out above, acceptances of the general offer will be irrevocable.
3. Irrevocable undertakings
Holders of 94.65% of Lodestone shares in issue have irrevocably undertaken to Fortress to accept the general
offer. As set out in the firm intention announcement released on SENS on 11 August 2016, Fortress intends to
acquire all of the Lodestone shares in issue. Once the general offer has been accepted by the Lodestone
shareholders who have given an irrevocable undertaking to Fortress, and, if the general offer is not fully
accepted by Lodestone shareholders, Fortress intends to issue a notice in terms of section 124 of the Companies
Act in respect of a compulsory acquisition and squeeze-out, and thereby acquire all Lodestone shares in issue.
4. JSE fairness opinion to Fortress shareholders
The general offer is considered a small related party transaction for Fortress in terms of section 10.7 of the JSE
Listings Requirements, as Fortress will acquire Lodestone shares from related parties, as set out in the firm
intention announcement released on SENS on 11 August 2016, pursuant to the general offer. Fortress
shareholders are advised that Grant Thornton Advisory Services Proprietary Limited (“Grant Thornton”), who
were appointed as the independent expert by Fortress, have concluded that the terms of the general offer are fair
to Fortress shareholders. As required in terms of section 10.7(b) of the JSE Listings Requirements, the board of
Fortress hereby confirms that it is of the opinion that the general offer is fair insofar as Fortress shareholders are
concerned, having regard to the Grant Thornton fairness opinion, and has accordingly made the general offer to
Lodestone shareholders. Copies of the Grant Thornton fairness opinion will be available for inspection at
Fortress’ offices (3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191) for a period of 28 days from
the date of this announcement.
5. Lodestone independent board offeree response circular and TRP fairness opinion
The Lodestone offeree response circular (including an independent expert’s fair and reasonable opinion and
report to the Lodestone independent board of directors on the general offer) will be posted to Lodestone
shareholders within 20 business days of the posting of the circular.
6. Salient dates and times
2016
Firm intention announcement published on SENS Thursday, 11 August
Record date in order to receive the circular Friday, 9 September
Circular posted to Lodestone shareholders Monday, 19 September
Announcement relating to the issue of the circular released on SENS Monday, 19 September
Announcement relating to the issue of the circular published in the
press Tuesday, 20 September
General offer opens (09:00) Tuesday, 20 September
Anticipated date for posting of the Lodestone offeree response
circular to Lodestone shareholders Friday, 14 October
Anticipated date for receipt of approval of Competition Authorities
(the general offer becomes wholly unconditional) (see note 3) Wednesday, 16 November
The first business day after the
general offer becomes wholly
unconditional and at least ten
Finalisation date announcement (including the timetable in respect of business days prior to the closing
the general offer and the closing date) published on SENS date
The second business day after the
general offer becomes wholly
Finalisation date announcement published in the press unconditional
Last day to trade in Lodestone shares in order to participate in the Three business days prior to the
general offer closing date
Two business days prior to the
Lodestone shares trade “ex” the general offer closing date
The closing date and the record date
Record date on which Lodestone shareholders must hold Lodestone to be announced on SENS and
shares in order to accept the general offer published in the press
The closing date and the record date
to be announced on SENS and
General offer closes at 12:00 on published in the press
Results of general offer to be announced on SENS
Within one business day after the
closing date
Within two business days of the
Results of general offer to be published in the press closing date
General offer consideration credited to dematerialised general offer The first business day after the
participants’ account with the relevant CSDP or broker as per notes 7 closing date
and 8 below with last payment on See notes 7 and 8 below
General offer consideration posted to certificated general offer
participants (subject to receipt by Lodestone’s transfer secretaries of
documents of title on or prior to 12:00 on the closing date and a duly The first business day after the
completed form of acceptance, surrender and transfer) as per notes 7 closing date
and 8 below with last payment on See notes 7 and 8 below
Notes:
1. Certificated Lodestone shareholders are required to complete and return the form of acceptance, surrender and transfer attached to
the circular in accordance with the instructions contained therein, to be received by Lodestone’s transfer secretaries by no later
than 12:00 on the closing date.
2. Any change to the above dates and times will be agreed upon by Fortress and the TRP and advised to Lodestone shareholders by
release on SENS and, if required, published in the press. All times indicated above are South African times.
3. This date is dependent upon Fortress receiving approval from the Competition Authorities and is subject to change. Any change to
the above date will be advised to Lodestone shareholders by release on SENS and, if required, published in the press.
4. No dematerialisation or rematerialisation of Lodestone shares will take place between the first business day after the last day to
trade and the record date, both days inclusive.
5. Lodestone shareholders should note that acceptance of the general offer will, subject to paragraph 4.7.2 of the circular, be
irrevocable.
6. The Lodestone shares that will be acquired from general offer participants will be acquired cum any distribution on the Lodestone
shares in respect of which the record date for participation in such distribution occurs on or after the opening date, which includes
the interim distribution to Lodestone shareholders for the period 1 April 2016 to 30 September 2016.
7. In the event that the fulfilment of the condition precedent is unduly delayed, the above dates and times relating to the crediting and
posting of the general offer consideration will be amended. Such amended dates and times will be announced on SENS and, if
required, in the press.
8. The general offer consideration will be settled by way of the allotment and issue of the general offer consideration shares, within 6
business days of the later of the general offer being declared wholly unconditional or acceptance of the general offer.
19 September 2016
Corporate advisor and sponsor to Fortress
Java Capital
Reporting accountants
Deloitte
Legal advisors to Fortress
Cliffe Dekker Hofmeyr
Date: 19/09/2016 05:22:00 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,
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