INGENUITY PROPERTY INVESTMENTS LIMITED - Private Placement

Private Placement

INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2000/018084/06
JSE share code: ING  ISIN: ZAE000127411
(“Ingenuity” or the “Company”)

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

1. INTRODUCTION

Ingenuity announces an equity raise of up to R150 million through the issue of new ordinary shares (the “capital
raise”) by means of a private placing (the “private placing”). The capital raise is subject to pricing acceptable to
Ingenuity and will be completed under the Company’s existing general authority to issue shares for cash, which
was approved by the shareholders of Ingenuity at the Company’s annual general meeting held on Friday, 27
January 2017.

2.   RATIONALE AND USE OF PROCEEDS

Ingenuity intends to use the net proceeds from the private placing for, including, but not limited to, working capital
requirements, the partial repayment of debt and to finance the recent acquisition of the Netcare Christiaan Barnard
Hospital (the “property”), as previously announced on the Stock Exchange News Service (“SENS”) of the JSE
Limited (“JSE”) on 28 February 2017.

3.   THE PRIVATE PLACEMENT

The capital raise will be offered to qualifying Investors through an accelerated bookbuild process (the “bookbuild”)
conducted on the JSE. Only public investors (as defined under paragraphs 4.25 – 4.26 of the JSE Listings
Requirements) will be eligible to participate in the capital raise. The capital raise is not an offer to the public as
contemplated under the South African Companies Act, No.71 of 2008, as amended.

The bookbuild will open on Tuesday, 09 May 2017, at 17h15 (South African time) and will close on Wednesday,
10 May 2017, at 09h00 (South African time). Pricing and allocations will be announced as soon as practical
following the closing of the bookbuild. The Company may at its own discretion shorten or extend the bookbuild
period and extend the application period at any time and for any reason.

Avior Capital Markets Proprietary Limited is acting as the sole bookrunner for this capital raise.

Claremont
09 May 2017

Bookrunner
Avior Capital Markets Proprietary Limited
E-mail: corporatefinance@avior.co.za
Tel: (011) 589 2987

Sponsor
Nedbank Corporate and Investment Banking

The capital raise is not an offer to the public as contemplated under the Companies Act, nor an offer of securities
in any other jurisdiction. Potential investors are only permitted to apply for shares with a minimum total acquisition
cost, per single addressee acting as principal, of greater than or equal to ZAR1 000 000, unless the potential
investor is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to deal in
securities, whether as principal or agent (in reliance on Section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or
such applicant falls within one of the other specified categories of persons listed in section 96(1) of the Companies
Act.

This announcement is not for publication or distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe
for securities in the United States or any other jurisdiction. The securities referred to herein have not been and will
not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not
be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction
not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in
the United States. This announcement does not and is not intended to constitute an offer to the public in South
Africa in terms of the Companies Act. Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into the United States, Canada, Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic Area (other
than the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by
each Member State). In the United Kingdom, this announcement is directed only at the following persons:
investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); and high net worth entities, and other person to whom it may lawfully be
communicated, falling within article 49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of Ingenuity. No representation or warranty
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted
by Avior Capital Markets Proprietary Limited (Bookrunner) or by any of its respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers, and any liability therefore is expressly
disclaimed.

FORWARD LOOKING INFORMATION

This announcement contains (or may contain) certain forward-looking statements with respect to certain of
Ingenuity’s plans and its current goals and expectations relating to its future financial condition and performance
and which involve a number of risks and uncertainties. Ingenuity cautions readers that no forward-looking statement
is a guarantee of future performance and that actual results could differ materially from those contained in the
forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances a number of which are beyond Ingenuity's control. These forward-looking
statements reflect Ingenuity’s judgement at the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the JSE, or applicable law, Ingenuity expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained
in this announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based. For further information on Ingenuity,
investors should review the Company’s Annual Report hosted at www.ingenuityproperty.com

Date: 09/05/2017 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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