ORION REAL ESTATE LIMITED - Lifting of Suspension

Lifting of Suspension

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("the Company” or “Orion”)


LIFTING OF SUSPENSION


Further to the announcement published on SENS on 2 September 2019 (“the Previous
Announcement”), shareholders are advised that the Company’s Audit and Risk
Committee’s (“ARC”) has submitted the detailed root cause analysis referred to in the
Previous Announcement, as requested by the JSE. The analysis primarily related to the
following matters as they pertained to the 2013 to 2018 financial years:

•   Restatement of financial statements, which were not necessarily due to issues with the
    control environment, but mostly due to changes in industry reporting and IFRS
    interpretations;
•   Changes made by the Company, or changes required by the JSE, to previously
    published financial statements;
•   Delays in the publication of the Company’s financial statements, mainly as a result of
    receiving the JSE’s pro-active monitoring report during the time when the Company was
    in the process of preparing its financial statements, and which required additional time
    to address the issues raised in the report; and
•   Deficiency in disclosures in the annual financial statements, as required in terms of
    paragraph 3.84 of the JSE Listings Requirements.

The above issues were exacerbated by the fact that the Company also had four financial
directors over the past six years, due to the unfortunate passing of two financial directors
and interim appointments.

The Company had, prior to the analysis requested by the JSE, taken corrective action to
address most of the matters listed above. The Company had also taken steps towards the
end of 2018 and the beginning of 2019 to strengthen the financial department and to
improve reporting. Measures included the appointment of a new financial director,
appointment of a larger audit firm, appointment of internal auditors and a change in the
Company’s accounting system. The ARC is satisfied that these measures will ensure that the
specific matters raised in the analysis will not recur.

As a result, the JSE has approved the lifting of the suspension and the Company’s securities
will recommence trading with effect from Thursday, 31 October 2019.

Shareholders’ attention is drawn to the fact that the Company intends delisting from the JSE
and the closing share price of Orion as at the date of the suspension on 1 November 2018
was 58 cents, which is significantly higher than the cash consideration of 2 cents payable
to eligible shareholders in the event that the scheme of arrangement is implemented
(“Scheme Consideration”), details of which were announced on SENS on 14 October 2019
(“Firm Intention Announcement”) and included in the circular dated 16 October 2019. As
stated in the Firm Intention Announcement, the Independent Expert has issued a report in
terms of section 114(3) of the Companies Act, No. 71 of 2008 on the Scheme Consideration,
and the fairness and reasonableness thereof in which it opined that the terms and
conditions of the Scheme Consideration are unfair and unreasonable to Orion shareholders.

JOHANNESBURG
31 October 2019

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 31/10/2019 05:28:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.