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ORION REAL ESTATE LIMITED - Detailed Cautionary Announcement

Release Date: 04/08/2017 15:24
Code(s): ORE     PDF:  
Wrap Text
Detailed Cautionary Announcement

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion Real Estate" or “the company”)

DETAILED CAUTIONARY ANNOUNCEMENT

Shareholders are advised that Orion Real Estate Limited (“Orion”) and Lipizzan Real Estate
Investment Trust Proprietary Limited (“Lipizzan”) have entered into a Memorandum of
Understanding whereby Lippizzan will sell properties for cash and shares in Orion (“the
Transaction”), subject to a number of conditions precedent.

Orion has undertaken to deal exclusively with this Transaction and Lipizzan for a period of four
months from the acceptance of the proposal.

The Transaction will be conditional, inter alia, upon the following:

-   Orion conducting a due diligence exercise on the relevant assets and group entities involved in
    the Transaction and acceptance of the information derived from the due diligence
    investigation;
-   conclusion of the sale and purchase agreements (and such other agreements as the parties
    may wish to conclude in relation to the Transaction) between Orion and the Sellers;
-   corporate authorisations and approvals of the Sellers and Orion shareholders and directors;
-   the granting and conclusion of funding agreements in relation to the Cash Element of the
    purchase price between Orion and its financiers;
-   regulatory approvals being obtained (a set of specific conditions will be included in the
    relevant agreements to cover any mandatory and suspensory competition and regulatory
    approvals. The relevant approvals will be confirmed pending completion of the competition
    and regulatory analysis).

Detailed terms, financial information and other information will be published following the
completion of the due diligence exercise and on the conclusion of the various legal agreements.

CAUTIONARY ANNOUNCEMENT
With regard to the above Transaction, shareholders are advised to exercise caution when dealing
in the company’s securities until a full announcement is made.

Johannesburg
4 August 2017

Sponsor
Arbor Capital Sponsors Proprietary Limited

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