CASTLEVIEW PROPERTY FUND LIMITED - Posting of circular, revised listing particulars, notice of general meeting and abridged revised listing particulars

Posting of circular, revised listing particulars, notice of general meeting and abridged revised listing particulars

CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(Approved as a REIT by the JSE)
("Castleview" or the "company")


POSTING OF CIRCULAR, REVISED LISTING PARTICULARS AND NOTICE OF GENERAL MEETING AND ABRIDGED REVISED LISTING PARTICULARS


POSTING OF CIRCULAR, REVISED LISTING PARTICULARS AND NOTICE OF GENERAL MEETING

Shareholders are referred to the announcement published on 28 July 2022 relating to the acquisition of multiple directly
and indirectly held property assets from I Group and a specific issue of shares for cash to Womens Soccer League and
Streepperdjie. Capitalised terms in this announcement bear the same meaning as in the previous announcement and the
circular and revised listings particulars.

Shareholders are advised that, on Monday, 5 September 2022, Castleview has published a circular relating to:

-        the proposed acquisition by Castleview of the issued share capital and claims of the acquisition companies from
         multiple vendors, all of whom are associates of I Group, a related party to Castleview, for an aggregate purchase
         consideration of approximately R5.2 billion, which constitutes a related party transaction and a reverse takeover
         of Castleview in terms of the JSE Listings Requirements;
-        the specific issues of shares for cash to Womens Soccer League and Streepperdjie;
-        an authority to increase Castleview's authorised share capital in terms of section 36(2) of the Companies Act; and
-        an authority to issue shares in excess of 30% of the current issued share capital of the company.

The circular incorporates a notice of general meeting for the purposes of approving the resolutions required to implement
the Transaction and is accompanied by revised listing particulars in respect of the company.

A general meeting of shareholders will be held at 9:00 on Tuesday, 13 September 2022 at the offices of the company,
411 The Hills, Buchanan Square, Sir Lowry Road, Woodstock, Cape Town, 7925, as well as virtually via a remote
interactive electronic platform, Microsoft Teams, for the purpose of considering and, if deemed fit, passing with or
without modification, the resolutions required to be approved by shareholders in order to authorise the Transaction.

The salient dates and times relating to the circular and the general meeting are set out below:

                                                                                                               2022
Record date to receive the circular, incorporating the notice of general meeting and the          Friday, 26 August
revised listing particulars

Circular, incorporating the notice of general meeting and the revised listing particulars       Monday, 5 September
posted

Announcement relating to the issue of the circular, incorporating the notice of general         Monday, 5 September
meeting and the revised listing particulars released on SENS

Last day to trade in order to be eligible to participate in and vote at the general meeting    Tuesday, 6 September

Last day to lodge forms of proxy for the general meeting with the transfer secretaries,         Friday, 9 September
by no later than 9:00. Forms of proxy not lodged with the transfer secretaries in time
may be handed to the chairman of the general meeting immediately before the
commencement thereof

Record date in order to vote at the general meeting                                             Friday, 9 September

General meeting at 9:00                                                                       Tuesday, 13 September

Results of the general meeting released on SENS                                               Tuesday, 13 September

Expected date of the implementation of the Transaction                                         Friday, 30 September


Notes:

1.   All dates and times are local dates and times in South Africa and are subject to change. Any changes will be released on
     SENS.
2.   Castleview shareholders are referred to the circular for information on the action required to be taken by them.
3.   Castleview shareholders should note that as transactions in shares are settled in the electronic settlement system used by
     Strate, settlement of trades takes place three business days after such trades. Therefore, Castleview shareholders who acquire
     Castleview shares after close of trade on Tuesday, 6 September 2022 will not be eligible to vote at the general meeting.
4.   Shares may not be dematerialised or rematerialised between Wednesday, 7 September 2022 and Friday, 9 September 2022,
     both days inclusive.
5.   Castleview will propose a unanimous resolution in terms of section 62(2A) of the Companies Act and in accordance with a
     dispensation received from the JSE, in terms of which Castleview shareholders are requested to unanimously approve the
     waiver of the requisite 15 business days' notice period for a shareholders' meeting as required in terms of the Companies
     Act, the JSE Listings Requirements and the company's memorandum of incorporation. All shareholders will receive the
     notice of general meeting by electronic means.

ABRIDGED REVISED LISTING PARTICULARS

The revised listing particulars which accompany the circular are issued in compliance with the JSE Listings
Requirements for the purpose of providing information with regard to Castleview and are not an offer or invitation to
subscribe for shares in Castleview.

Castleview is a property holding and investment company that was incorporated as a private company on 6 July 2017,
converted into a public company on 2 November 2017 and listed as a retail REIT on the AltX of the JSE on 20 December
2017.

Castleview's investment mandate is to deliver healthy total returns to its shareholders via a robust income stream and
capital growth of its assets. The company's strategy has been to accumulate a diversified portfolio of retail properties in
South Africa, providing exposure to consumers from a cross-section of income categories and it is currently invested in
two well-located South African shopping centres, the first, a small regional shopping centre in Gqeberha (formerly
known as Port Elizabeth), the second, a convenience centre in Goodwood, Cape Town.

I Group is an innovative property and development company based in Cape Town. I Group's strategy is to establish a
diversified property portfolio by investing in South African and selected international real estate focused, firstly, on net
asset value growth, and, secondly on the maintenance of a sustainable yield. The group's investments comprise of
commercial properties, held directly and indirectly through listed and non-listed property companies and residential
properties, including residential developments.

The Acquisition will result in the company acquiring a diversified, well-located and quality portfolio of direct assets
across all property sectors and, together with the share subscription, will reposition the company as a mid-tier REIT
with a net asset value of c.R5.75 billion.

Castleview will further benefit from having a geographically and sectorally diversified investment portfolio with
individual capital and income return profiles:

-      the prospects for Castleview's single largest investment – Emira – are healthy, as Emira is well run with strong
       prospects for net asset value growth, including possibly through further utilisation of Emira's balance sheet, and
       a continued recovery in distributable income;

-      EPP Community Properties will provide Castleview with exposure to the fast-growing Polish economy via a
       portfolio of predominantly retail properties located in Poland, benefiting from continued increase in retail
       spending in Poland;

-      CPP offers Castleview a sizeable exposure to the logistics and industrial property sectors in South Africa, which
       has performed well due to the move to online retailing and is expected to outperform the office and retail sectors
       in the medium-term;

-      the addition of a further five, well-tenanted retail centres, will complement and enhance the company's existing
       direct retail portfolio; and

-      with its exposure to the Western Cape residential property market via iRes Residential Properties and the
       K346 Development Properties, Castleview will be well-placed to benefit from rising capital values in this
       property sub-sector.

The board of directors of Castleview believes that the composition of investments in the Castleview portfolio after the
Transaction will enable the company to deliver healthy net asset value growth, as well as return a sustainable income
yield to its shareholders in accordance with its investment mandate.

The share capital of Castleview currently comprises 1 000 000 000 authorised shares of no par value and 41 042 547
issued shares of no par value. Pursuant to the implementation of the Transaction, the authorised share capital of
Castleview shall comprise 2 000 000 000 shares of no par value, while the issued share capital is anticipated to comprise
approximately 964 633 603 shares of no par value.

To the extent that Castleview does not achieve the 10% public spread post the implementation of the Transaction, as
required by the JSE Listings Requirements, I Group has undertaken to sell sufficient shares such that the company will
achieve the required spread.

Set out below are the names and designation of the directors of Castleview. There will be no change to the board of
directors of Castleview pursuant to the Transaction.

Director and designation                                      Business address
David James Green (Chairman, independent non-executive        Firestation Rosebank, Suite 806, 16 Baker Street, Rosebank,
director)                                                     2196
James William Andrew Templeton (Chief executive officer)      411 The Hills, Buchanan Square, 160 Sir Lowry Road,
                                                              Woodstock, Cape Town, 7925
Colin Peter Dockrall (Financial director)                     411 The Hills, Buchanan Square, 160 Sir Lowry Road,
                                                              Woodstock, Cape Town, 7925
Gregory Clifford Bayly (Independent non-executive director)   Pinotage House, Vineyards Office Estate, 99 Jip de Jager,
                                                              Bellville, 7530
Ashraf Mohamed (Independent non- executive director)          Suite 201, Cape Quarter Village, 27 Somerset Road, Green Point,
                                                              Cape Town, 8000
Avesh Padayachee (Independent non-executive director)         3rd floor, 165 West St, Sandown, Sandton, 2030

Full copies of the circular and revised listing particulars are available in English only and may be obtained from the
registered office of the company at 411 The Hills, Buchanan Square, 160 Sir Lowry Road, Woodstock, Cape Town,
7925, between 08:30 and 17:00 from Monday, 5 September 2022 to Tuesday, 13 September 2022, both days inclusive.
Full copies of the circular and revised listing particulars will also be available on Castleview's website
(www.castleview.co.za/investors/) from Monday, 5 September 2022 and may be requested from the company at
info@castleview.co.za or from the company's designated advisor, Java Capital, at sponsor@javacapital.co.za.

5 September 2022


Corporate advisor and designated advisor
Java Capital

Legal and tax advisor
ENSafrica

Date: 05-09-2022 02:30:00
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