REDEFINE PROPERTIES LIMITED - Pivotal / Redefine - Cash payment in respect of fractional entitlements

Release Date: 05/01/2017 11:35
Code(s): RDF PIV
 
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Pivotal / Redefine - Cash payment in respect of fractional entitlements

THE PIVOTAL FUND LIMITED                                         REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)                   (Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06)                             (Registration number 1999/018591/06)
JSE share code: PIV ISIN: ZAE000196440                           JSE share code: RDF ISIN: ZAE000190252
(“Pivotal”)                                                      (Approved as a REIT by the JSE)
                                                                 (“Redefine”)


CASH PAYMENT IN RESPECT OF FRACTIONAL ENTITLEMENTS


Shareholders are referred to the previous announcements released on SENS, the last of which was released on 22 December 2016
regarding, inter alia, a scheme of arrangement (“scheme”) in terms of section 114 of the Companies Act (read with section 115 of
the Companies Act) proposed by the Pivotal board (on recommendation of the independent board) between Pivotal and the Pivotal
shareholders (“scheme participants”), in terms of which, as indivisible components:

-      Redefine will acquire the entire issued share capital of Pivotal in exchange for the issue of, in aggregate, 460 000 000
       Redefine shares to the scheme participants, which translates into an assumed swap ratio of 1.38537 Redefine shares per
       scheme share; and

-      Redefine will in addition deliver 31 153 281 Echo Polska Properties N.V. (“EPP”) shares to the scheme participants,
       which ultimately constitutes a receipt of 0.09382 EPP shares per scheme share.

In terms of the provisions of the Listings Requirements regarding fractional entitlements, any entitlement to a fraction of a
Redefine share or an EPP share, as the case may be, will be rounded down to the nearest whole number (resulting in allocations of
whole Redefine shares and EPP shares only), with a cash payment being made to the relevant Pivotal shareholder in respect of the
fraction. The cash payment due to a Pivotal shareholder will be determined with reference to the volume weighted average price
of Redefine shares and EPP shares on the JSE on Wednesday, 4 January 2017, less 10% (as prescribed by the Listings
Requirements).

The gross amount of the cash payment per fractional entitlement will be paid to Pivotal shareholders entitled thereto.

Cash payment in respect of a Redefine share

Shareholders are advised that the value of a Redefine share to be utilised in determining the cash payment due to a Pivotal
shareholder in respect of any fractional entitlement is R10.15245.

Assuming that a Pivotal shareholder holds 100 Pivotal shares at the close of business on the record date for implementation of the
scheme, being Friday, 6 January 2017, such Pivotal shareholder will be entitled to receive 138.537 Redefine shares in terms of the
scheme. However, applying the rounding principle detailed above, the Pivotal shareholder will, following the implementation of
the scheme, hold 138 Redefine shares and receive a cash payment in respect of the fractional entitlement of R5.45187, being
R10.15245 x 0.537.

From a South African tax perspective, the cash payment in respect of a Redefine share should constitute proceeds in respect of the
disposal of the Pivotal shares by the relevant Pivotal shareholder which may (depending on such shareholder’s particular tax
status) be subject to capital gains tax or income tax in the hands of the Pivotal shareholder, depending on whether the Pivotal
shares were held as capital assets or trading stock, respectively. The tax relief in section 42 of the Income Tax Act No, 58 of 1962
(“Income Tax Act”) applicable to the exchange of the Pivotal shares for Redefine shares will not apply to a cash payment for
fractional entitlements and the relevant Pivotal shareholder may accordingly (depending on such shareholder’s particular tax
status) be required to account for any capital gains tax or income tax, depending on whether the Pivotal shares were held as capital
assets or trading stock, respectively, on the cash payment.

Cash payment in respect of an EPP share

Shareholders are advised that the value of an EPP share to be utilised in determining the cash payment due to a Pivotal
shareholder in respect of any fractional entitlement is R17.55260.
Assuming that a Pivotal shareholder holds 100 Pivotal shares at the close of business on the record date for implementation of the
scheme, being Friday, 6 January 2017, such Pivotal shareholder will be entitled to receive 9.382 EPP shares in terms of the
scheme. However, applying the rounding principle detailed above, the Pivotal shareholder will, following the implementation of
the scheme, hold 9 EPP shares and receive a cash payment in respect of the fractional entitlement of R6.70509, being
R17.55260 x 0.382.

The cash payment in respect of an EPP share should not attract any South African tax.

Salient dates and times

The salient dates and times announced on 31 October 2016 remain unchanged.

5 January 2017


Corporate advisor and sponsor to Redefine
Java Capital

Sponsor to Pivotal
Java Capital

Date: 05/01/2017 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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