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GREENBAY PROPERTIES LIMITED - Greenbay Announces Accelerated Book Build

Release Date: 08/08/2017 07:35
Code(s): GRP     PDF:  
Wrap Text
Greenbay Announces Accelerated Book Build

GREENBAY PROPERTIES LTD
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number: C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: GRP
ISIN: MU0461N00007
(“Greenbay” or “the Company”)


GREENBAY ANNOUNCES ACCELERATED BOOK BUILD


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

Greenbay’s results for the quarter ended 30 June 2017 will be released on 11 August 2017. The board remains confident
of its dividend guidance of 0,236 EUR cents per share for the second half of the financial year. It is, however, expected
that the company’s distributable earnings will exceed this expected dividend and, in line with the dividend policy, the
company will retain the excess earnings. Greenbay expects 25% growth in dividends for the 2018 financial year.

Greenbay is currently evaluating further significant direct retail opportunities in Europe.

Greenbay announces an equity raise of approximately R2 billion through the issue of new ordinary shares (the “equity
raise”), to be issued subject to pricing acceptable to Greenbay, the requirements of the Company’s Constitution, the
Listings Requirements of the JSE Limited (“JSE”) and the Listing Rules of the Stock Exchange of Mauritius Ltd
(“SEM”).

The equity raise will be offered to qualifying investors through an accelerated book build process (the “book build”)
conducted on the JSE and SEM. Investors may elect to subscribe for ordinary shares on the South African register in
ZAR or on the Mauritian register in EUR.

Pricing and allocations will be announced as soon as practicable following the closing of the book build. In making
allocations, Greenbay will have regard to details provided by qualifying investors regarding their existing shareholding.

The new shares will be credited as fully paid and issued on Tuesday, 22 August 2017 subject to approval by the JSE
and SEM, and will rank pari passu in all respects with the existing shares. Greenbay reserves the right to extend this
settlement period if necessary to obtain the requested JSE and SEM approvals.

The proceeds from the equity raise will be invested in line with Greenbay’s investment policy.

The book build is now open and the Company reserves the right to close it at any time.

Java Capital is acting as sole bookrunner.

Java Capital contact details:

 Andrew Brooking                          Thys de Beer
 Greenbay@javacapital.co.za               Greenbay@javacapital.co.za
 Tel: (011) 722 3052                      Tel: (011) 722 3057

Java Capital is acting as sole bookrunner for the equity raise. The equity raising is not an offer to the public as
contemplated under the South African Companies Act, No.71 of 2008 as amended (“Companies Act”) and the Mauritian
Securities Act 2005, 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.

Investors on the Mauritian register will be eligible to participate, subject to a minimum subscription of EUR30 000 per
new investor.

Settlement of shares on the South African register and the Mauritian register will take place within the system
administered by STRATE and the Central Depository & Settlement Co. Ltd (“CDS”) respectively.

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 the Company. 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
Java Capital (sole bookrunner and JSE Sponsor) 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 Company'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. The Company 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 the Company's control. These forecast statements and the forecasts
underlying such statements are the responsibility of the board and have not been reviewed or reported on by the
company’s external auditors. The forecast is based on the assumptions that a stable global macro-economic
environment will prevail and no failures of listed real estate or infrastructure companies will occur.

Except as required by the JSE, the SEM Listing Rules or applicable law, the Company 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.


By order of the board


8 August 2017

This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rule 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007. The board of directors of Greenbay accepts full responsibility
for the accuracy of the information in this announcement.


The Company has primary listings on both the Official Market of the SEM and the Main Board of the JSE.
                                  
                                   SEM authorised representative
Sole bookrunner and JSE sponsor    and sponsor                       Company secretary
Java Capital                       Perigeum Capital                  Intercontinental Trust Limited                      




      Tel: +27 11 722 3052             Tel: +230 402 0890         Tel: +230 403 0800

Date: 08/08/2017 07:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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