THE PIVOTAL FUND LIMITED - Receipt of fairness opinion and update to the fulfilment of conditions precedent to the scheme of arrangement

Release Date: 22/11/2016 10:19
Code(s): PIV
 
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Receipt of fairness opinion and update to the fulfilment of conditions precedent to the scheme of arrangement

THE PIVOTAL FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06)
JSE share code: PIV  ISIN: ZAE000196440
(“Pivotal”)


RECEIPT OF FAIRNESS OPINION AND UPDATE TO THE FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME OF ARRANGEMENT


Pivotal shareholders are referred to the announcement released on SENS on 11 November 2016 relating to the conclusion of various agreements
which will result in:

-      the disposal of Pivotal’s direct and/or indirect co-ownership interests in the Lakeview land and the West End development;

-      an acceleration of potential and future rights to subscribe for ordinary shares in Pivotal, save for such potential and future rights held by
       the trustees for the time being of the Corob Trust, which rights are being accelerated by way of an amendment to the memorandum of
       incorporation of Pivotal; and

-      the disposal of Pivotal’s interests in Abreal Proprietary Limited (“Abreal”) to Abman Proprietary Limited,

(collectively the “transactions”).

Shareholders are advised that a fairness opinion has been prepared by BDO Corporate Finance Proprietary Limited, who have concluded that the
terms of the transactions are fair. As required in terms of paragraph 10.7(b) of the JSE Listings Requirements, the board of Pivotal hereby
confirms that it is of the opinion that the transactions are fair insofar as shareholders are concerned, having had regard to the fairness opinion.

The fairness opinion will be open for inspection at the registered office of the company (Abcon House, Fairway Office Park, 52 Grosvenor
Road, Bryanston, 2021) for a period of 28 days from the date of this announcement.

With reference to the scheme of arrangement circular issued on 31 October 2016 and the SENS announcement of the same date, the conditions
precedent relating to the conclusion of the various agreements referred to above are now fulfilled, subject only to the scheme becoming
otherwise unconditional.

In addition unconditional approval to proceed with the scheme was received from the Competition Commission on 16 November 2016.

As such, the remaining outstanding conditions, other than shareholder approval of the scheme and the ancillary conditions related to shareholder
approval, relate to formalising consent from certain debt providers, finalising terms for the disposal of Setso and finalising arrangements for the
transfer of certain Abreal employees to Redefine.

Further announcements will be made regarding fulfilment of the remaining conditions precedent to the scheme as appropriate.


22 November 2016


Sponsor to Pivotal
Java Capital


Legal advisor to Redefine
Cliffe Dekker Hofmeyr


Legal advisor to Pivotal
enS Africa


Independent expert to Pivotal
BDO

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