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Posting of offeree response circular to Lodestone shareholders
LODESTONE REIT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2010/017830/06
JSE share code: LDO ISIN: ZAE000197935
(Approved as a REIT by the JSE)
(“Lodestone”)
POSTING OF OFFEREE RESPONSE CIRCULAR TO LODESTONE SHAREHOLDERS
1. Introduction
Lodestone shareholders are referred to the announcements released on SENS relating to the general offer by
Fortress Income Fund Limited (“Fortress”) to Lodestone shareholders to acquire all of their Lodestone shares
(the “general offer”), the last of which was released on SENS on 19 September 2016.
The independent board’s offeree response circular has been posted to Lodestone shareholders. Copies of the
circular may be obtained from the offices of Lodestone (3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191) from 17 October 2016 until the date the general offer closes. The circular is also available on Lodestone’s
website (www.lodestoneproperties.co.za).
2. Opinion and recommendation of the independent board
In accordance with the requirements of chapter 5 of the regulations to the Companies Act, 71 of 2008 (the
“Takeover Regulations”), the independent board has been constituted and comprises Annalese Manickum,
Michael McNamara and Jacques van Wyk (the “independent board”).
Mazars Corporate Finance Proprietary Limited (the “independent expert”) has been appointed to provide the
independent board with an opinion as to whether the terms of the general offer are fair and reasonable to
Lodestone shareholders, in accordance with the applicable requirements of regulation 90 of the Takeover
Regulations.
The independent expert’s opinion has been delivered to the independent board and is to the effect that the
general offer is both fair and reasonable.
The independent board, having considered the terms of the general offer and, inter alia, the opinion of the
independent expert, is unanimously of the opinion that the general offer is both fair and reasonable.
The independent board has recommended that Lodestone shareholders accept the general offer.
17 October 2016
Corporate advisor and designated advisor to Lodestone
Java Capital
Legal advisors to Lodestone
Cliffe Dekker Hofmeyr
Reporting accountants
Deloitte
Independent expert
MAZARS Corporate Finance (Pty) Ltd
Date: 17/10/2016 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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