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Joint announcement regarding conclusion of agreement between Redefine, Fountainhead and FPTML, withdrawal of caution
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine”)
FOUNTAINHEAD PROPERTY TRUST
(A collective investment scheme in property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002)
(“Fountainhead”)
Managed by Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
(“FPTML”)
JSE share code: FPT ISIN: ZAE000097416
(Approved as a REIT by the JSE)
JOINT ANNOUNCEMENT REGARDING THE CONCLUSION OF AN AGREEMENT BETWEEN REDEFINE, FOUNTAINHEAD AND FPTML AND
WITHDRAWAL OF FOUNTAINHEAD CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION AND BACKGROUND
1.1. Redefine shareholders and Fountainhead unitholders are referred to the SENS announcement released
jointly by Redefine and Fountainhead on 27 March 2015, in terms of which it was advised that FPTML
was to appoint an independent committee of its board of directors (the “independent committee”) to
consider and engage with Redefine in relation to a revised proposal for the acquisition by Redefine of
all of Fountainhead’s assets, in exchange for Redefine shares and the assumption of all of
Fountainhead’s liabilities (the “proposed transaction”). Fountainhead unitholders are further referred
to previous Fountainhead cautionary announcements, the last of which was released on SENS on 2 June
2015, in terms of which they were advised to exercise caution when dealing in their Fountainhead units
until a further announcement on the proposed transaction is made.
1.2. Redefine shareholders and Fountainhead unitholders are now advised that the board of directors of
Redefine and the independent committee, comprising Michael Kirchmann, Victor Anthony Christian,
Haroon Yusuf Laher, Marius Barkhuysen, Thomas Alexander Wixley and David Stanley Savage, have
agreed that a merger of Redefine and Fountainhead continues to make strategic sense. On this basis,
Redefine has entered into an agreement (the “transaction agreement”) with Fountainhead and FPTML
in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property
portfolio, in exchange for 85 new Redefine shares (the “Redefine consideration shares”) for every
100 Fountainhead units in issue and the assumption by Redefine of all of Fountainhead’s liabilities,
including Fountainhead’s interest-bearing debt (the “transaction”).
1.3. If the transaction is approved and becomes unconditional, Fountainhead will no longer qualify for a
listing under the Listings Requirements of the stock exchange operated by the JSE Limited (“JSE”)
and, simultaneously with the implementation of the transaction, Fountainhead will be delisted from the
JSE. The winding up of Fountainhead will commence as soon as practically possible after the
implementation date of the transaction, being the third business day following the date on which the last
of the conditions precedent set out in paragraph 4 below is fulfilled, which date shall not be before the
granting by the JSE of the listing of the Redefine consideration shares (the “implementation date”).
2. RATIONALE FOR THE TRANSACTION
2.1. Redefine is currently the largest unitholder in Fountainhead and is also the owner of FPTML, which is
the asset manager and controls all the assets of Fountainhead. Given these interests of Redefine in
Fountainhead and FPTML, there is no other party that can acquire the Fountainhead property portfolio
without Redefine’s consent. The transaction will allow for additional benefits in that the transfer of all
of Fountainhead’s assets to Redefine will result in:
2.1.1. the assets being managed in an optimal manner on a portfolio basis;
2.1.2. lower costs as a result of the removal of costs associated with retaining Fountainhead as a
separate entity; and
2.1.3. more efficient asset allocation and balance sheet management, as there would be no
allocation decisions to be made between housing an asset in Fountainhead as opposed to
Redefine.
2.2. The trade in Fountainhead on the JSE has dropped significantly since Redefine acquired its
approximate 65.9% stake and this lower tradability makes it harder for minority unitholders to exit
from their holding. The transaction provides an opportunity for Fountainhead unitholders to exchange
their Fountainhead units for more liquid Redefine shares.
2.3. While existing Fountainhead unitholders are supportive of its portfolio composition, there are divergent
views on the future direction of Fountainhead. The transaction will expose Fountainhead unitholders to
a diverse property portfolio and property assets valued at approximately R55.6 billion and the benefits
of economies of scale and cost savings due to synergies between the Fountainhead and Redefine
property portfolios will benefit Fountainhead unitholders and Redefine over time.
3. MECHANICS OF THE TRANSACTION
3.1. Subject to the fulfilment of the conditions precedent set out in paragraph 4 below, in exchange for all
the assets of Fountainhead, including the entire Fountainhead property portfolio:
3.1.1. Redefine will assume all of Fountainhead’s liabilities including, inter alia Fountainhead’s
interest-bearing debt;
3.1.2. in settlement of the balance of the purchase price for Fountainhead’s assets, including the
entire Fountainhead property portfolio, Redefine will issue the Redefine consideration
shares; and
3.1.3. in settlement of the distribution by Fountainhead of the Redefine consideration shares to
the Fountainhead unitholders, Redefine will issue the Redefine consideration shares
directly to the Fountainhead unitholders.
3.2. Fountainhead unitholders will, accordingly, receive 85 Redefine consideration shares, subject to the
rounding principle, for every 100 Fountainhead units in issue on the record date (expected to be
7 August 2015), directly from Redefine.
3.3. Notwithstanding the implementation date and/or the date on which the Redefine consideration shares
are issued, the commercial effective date of the transaction is 1 March 2015. This means that Redefine
will be entitled to all of the income received by or accruing to Fountainhead from 1 March 2015.
Redefine will also assume all liabilities owing by Fountainhead on and with effect from 1 March 2015.
3.4. This does not change the fact that Fountainhead unitholders are entitled to participate in the
distributable income of Fountainhead for the period up to 28 February 2015.
3.5. In the ordinary course, Fountainhead unitholders would also be entitled to participate in the
distributable income of Fountainhead for the period from 1 March 2015 to the earlier of 1 August 2015
and the implementation date (the “Fountainhead interim distribution”) but would not be entitled to
participate in the equivalent portion of the normal income distribution to be declared by Redefine for
the six months ending 31 August 2015 (the “Redefine final distribution”), calculated on the basis of
the consideration ratio of 85 Redefine consideration shares for every 100 Fountainhead units (the
“Redefine proportionate distribution”).
3.6. However, if the transaction is implemented, with effect from 1 March 2015, Fountainhead unitholders
will, in effect, be entitled to participate fully in an amount equal to the Redefine final distribution, by
virtue of their entitlement to the Redefine consideration shares, but not an amount equal to any portion
of the distributable income of Fountainhead for the six months ending 31 August 2015.
3.7. In order to give effect to this arrangement in the most practical and efficient manner, having regard to
the fact that the Redefine consideration shares will be issued cum entitlement to the full Redefine final
distribution and acknowledging that Fountainhead unitholders are only entitled in aggregate to an
amount equal to the Redefine final distribution and are not entitled to the Redefine proportionate
distribution, Fountainhead and Redefine have agreed to implement a set-off mechanism whereby
Fountainhead unitholders’ entitlement to the Fountainhead interim distribution will be set off against
their obligation to pay the Redefine proportionate distribution (to which they are not, in the ordinary
course, entitled) to Redefine.
3.8. Accordingly, the entitlement of Fountainhead unitholders to payment of the Fountainhead interim
distribution, and Redefine’s obligation to pay the Fountainhead interim distribution to the Fountainhead
unitholders, will be settled in full upon receipt of the Redefine consideration shares cum entitlement to
the full Redefine final distribution, on the basis of the arrangements outlined above.
3.9. Fountainhead unitholders are however advised that the full Redefine final distribution will only be
payable to the relevant Fountainhead unitholder in his/her/its capacity as a Redefine shareholder, or to
any other person to whom he/she/it may have transferred the relevant Redefine consideration shares,
who is registered as the holder thereof on the record date for receipt of the Redefine final distribution.
3.10. In terms of the transaction agreement, Redefine warrants and undertakes that the Redefine
consideration shares will be entitled to participate fully in all subsequent distributions declared by
Redefine. Redefine has also undertaken that it will not, prior to the Redefine consideration shares issue
date, make any special or unusual distribution.
3.11. Redefine understands that the following properties (“the pre-emptive properties”) are subject to pre-
emptive rights, rights of first refusal, options or similar rights which may be triggered by the transaction
and for this purpose the parties have ascribed the following sale price to each such properties:
Property name Sale price
N1 City Mall R916 961 315
Constantia Kloof 3 R304 545 995
Sunridge R60 674 837
3.12. Fountainhead has entered into agreements for the disposal of certain properties. The transaction
agreement contains provisions which set out how these properties are to be dealt with insofar as they
form part of Fountainhead’s property portfolio.
3.13. The only warranties that have been sought by Redefine and given by FPTML are that:
3.13.1. Fountainhead is the sole and beneficial owner of all Fountainhead assets (the “asset
portfolio”), including the properties forming part of the Fountainhead property portfolio,
as at the date of signature of the transaction agreement (the “signature date”);
3.13.2. Fountainhead will, immediately prior to 1 August 2015 (being the date on which the
transaction will be effective from an accounting perspective), be the sole and beneficial
owner of the asset portfolio and will, on 1 August 2015, the implementation date and the
date of registration of transfer of ownership of the relevant property into the name of
Redefine, be able to deliver unencumbered title to each property in the asset portfolio to
Redefine, subject only to (i) the provisions of the transaction agreement relating to
transfer of the pre-emptive properties and properties to be acquired or disposed of by
Fountainhead and (ii) any mortgage bonds which serve as security for any interest-bearing
debt obligations which are to be assumed by Redefine; and
3.13.3. Fountainhead will on the implementation date be able to transfer and deliver
unencumbered title to its cash, cash equivalents and debtors to Redefine.
3.14. During the period from the signature date to the implementation date, Fountainhead and FPTML have
undertaken to procure that:
3.14.1. Fountainhead shall continue to operate in the ordinary, normal and regular course;
3.14.2. it shall not effect or otherwise commit Fountainhead to any acquisitions, disposals or
changes to the asset portfolio and/or Fountainhead's funding terms, other than (i) those
which Fountainhead or FPTML is, as at the signature date, already contractually bound to
effect or agree to or (ii) with Redefine's consent which shall not be unreasonably withheld
or delayed; and
3.14.3. it shall not commit itself to any other contractual arrangements other than in the ordinary
and regular course of its business, without Redefine's consent which shall not be
unreasonably withheld or delayed.
3.15. In terms of the transaction agreement, the parties are obliged to take such steps as may be required for
the winding-up of Fountainhead (the “winding-up”) and for Fountainhead to distribute to Fountainhead
unitholders the Redefine consideration shares, in accordance with Board Notice 42 of 2014, published
in terms of section 114 (4)(b) of the Collective Investment Schemes Control 2002 (“CISCA”) in
Government Gazette No. 37487 of 28 March 2014, as soon as practicable after the granting of the
approvals contemplated in paragraphs 4.1 and 4.4 below, on the basis that Redefine shall, as a practical
measure, issue the Redefine consideration shares directly to Fountainhead unitholders recorded as such
in the register on the record date for receipt of the Redefine consideration shares concerned in
settlement of such distribution, such that each Fountainhead unitholder will, in respect of every 100
Fountainhead units held, be issued 85 Redefine consideration shares, subject to the rounding principle
contained in the JSE Listings Requirements.
3.16. Redefine shall cause application to be made to the JSE at the appropriate time for the listing of the
Redefine consideration shares on the JSE, such that they are listed on the JSE on or before the date on
which the Redefine consideration shares are issued, and shall use best endeavours to ensure that such
listing is granted, and the parties shall not implement the transaction unless and until the JSE has
approved such listing.
4. CONDITIONS PRECEDENT
The transaction is subject to the fulfilment of the following conditions precedent by the specified date or such
later date as determined in accordance with the transaction agreement:
4.1. by 30 June 2015, the Registrar of Collective Investment Schemes approving the transaction and making
such determinations, giving such approvals and giving such directions (including any applicable
approvals required in terms of sections 102 and 103 of CISCA and an approval of any requisite
amendments to the trust deed) as are required for it to be legally permissible to implement the
transaction;
4.2. by 30 June 2015, the JSE providing all such approvals (including a formal approval of this circular but
excluding the granting of the listing of the Redefine consideration shares on the JSE) as may be
required of the JSE in order to implement the transaction, on the terms and conditions contained in the
agreement;
4.3. by 31 July 2015, Redefine shareholders approving, in general meeting, all such resolutions as may be
required in order to implement the transaction, on the terms and conditions contained in the transaction
agreement, including but not limited to an ordinary resolution to authorise the board of directors of
Redefine to issue the Redefine consideration shares (requiring the support of more than 50% of the total
number of votes exercisable by Redefine shareholders, present in person or by proxy, at the meeting);
and
4.4. by 31 July 2015, Fountainhead unitholders approving, in general meeting, all such resolutions and
providing such approvals as are necessary to implement the transaction on the terms and conditions
contained in the transaction agreement, including but not limited to an ordinary resolution for the
approval of the transaction as a "category 1 transaction" in terms of the Listings Requirements, the
termination of the listing of Fountainhead units on the JSE and the winding-up of Fountainhead
(requiring the support of at least 75% of the total number of votes exercisable by Fountainhead
unitholders, other than Redefine and its associates, present in person or by proxy, at the meeting).
5. CATEGORISATION OF THE TRANSACTION FOR FOUNTAINHEAD, RELATED PARTY CONSIDERATIONS AND FURTHER DOCUMENTATION
5.1. From a Fountainhead perspective, the transaction constitutes a category 1 disposal in terms of the JSE
Listings Requirements and as such requires the approval of Fountainhead unitholders. Accordingly, a
circular to Fountainhead unitholders (the “Fountainhead circular”), incorporating a notice of general
meeting for the Fountainhead general meeting, will be issued in due course.
5.2. As Redefine is a material unitholder in Fountainhead and the sole shareholder of FPTML, the
transaction is, from a Fountainhead perspective, being treated as a disposal to a related party under the
JSE Listings Requirements requiring:
5.2.1. the provision of a fairness opinion by an independent expert acceptable to the JSE. In this
regard the independent committee have appointed Questco Proprietary Limited (the
“independent expert”) to furnish the requisite fairness opinion;
5.2.2. a statement by the independent committee confirming whether the transaction is fair
insofar as Fountainhead unitholders are concerned; and
5.2.3. Fountainhead unitholder approval at the general meeting, as outlined in paragraph 4.4
above.
5.3. As required in terms of the JSE Listings Requirements, the independent expert has concluded that the
transaction is fair to Fountainhead unitholders, which opinion will be contained in the Fountainhead
circular.
5.4. The independent committee hereby confirms that it has considered, inter alia, the fairness opinion and
is of the opinion that the transaction is fair insofar as unitholders are concerned and recommends that
Fountainhead unitholders vote in favour of the resolutions necessary to implement the transaction. The
members of the independent committee intend to vote any Fountainhead units they may hold in favour
of the resolutions necessary to implement the transaction.
5.5. Redefine and its subsidiaries will own approximately 65.9% of Fountainhead’s issued units prior to the
implementation of the transaction. Although Redefine and its associates will be taken into account in
determining a quorum at the Fountainhead general meeting, the votes of Redefine and its associates
will not be taken into account in determining the validity of the resolution authorising the transaction.
6. CATEGORISATION OF THE TRANSACTION FOR REDEFINE AND FURTHER DOCUMENTATION
From a Redefine perspective, the transaction constitutes a category 2 transaction in terms of the JSE Listings
Requirements and accordingly does not require approval by Redefine shareholders. However, shareholder
approval will be required to approve all such resolutions as may be required to implement the transaction, on
the terms and conditions contained in the transaction agreement, as outlined in paragraph 4.3 above. In this
regard, as announced on SENS on 24 June 2015, a notice for a Redefine general meeting to be held on
Thursday, 23 July 2015 has been issued.
7. PROPERTY INFORMATION
7.1. The Fountainhead property portfolio was valued by four independent property valuers at
R11 921 625 695, as at 28 February 2015, and comprises 41 properties with a GLA of 862 751 m2,
including assets held for sale and excluding properties transferred since 1 March 2015. The
Fountainhead property portfolio is concentrated significantly in retail properties representing
approximately 70% percent of the Fountainhead property portfolio by value.
7.2. The Fountainhead retail property portfolio was valued by Roger Long (JLL), an external independent
property valuer registered as a professional valuer in terms of the Property Valuers Profession Act,
2000 (the “PVPA”). The Fountainhead office and industrial property portfolio was valued by Bryan
Nyagah (JHI Excellerate), Trevor Richardson (Acres) and Roger Hunting (Broll), who are all external
independent property valuers each registered as a professional valuer in terms of the PVPA.
7.3. Detailed valuation reports have been prepared in respect of each of the properties comprising the
Fountainhead property portfolio. A summary of the valuation reports in respect of the Fountainhead
property portfolio will be included in the Fountainhead circular.
7.4. Details of the properties comprising the Fountainhead property portfolio are set out in the table below:
Weighted Value attributed Estimated
average rental by independent Disposal price net income
per m2 as per GLA (m2) property valuer as per the Disposal price Independent forecast to
Physical Fountainhead’s attributed by as at 28 February transaction vs valuation* property 31 August
No Property name address records (R) Fountainhead 2015 (R) agreement (R) (R) valuer 2015 (R)
Retail
1. Centurion Mall Cnrs Suid Street,
Gordon Hood
and Mike
Crawford
Avenue,
Centurion 226 138 191 3 547 500 000 3 704 761 574 157 261 574 JLL 250 071 406
2. The Boulders Old Pretoria
Shopping Centre Road, Midrand 43 49 194 763 500 000 867 027 372 103 527 372 JLL 62 859 484
3. Benmore Cnr Grayston
Gardens Drive and
Shopping Centre Eleventh
Avenue, Sandton 208 24 239 667 300 000 690 417 650 23 117 650 JLL 48 329 235
4. Bryanston Hobart Road,
Shopping Centre Bryanston 181 13 673 273 500 000 314 054 702 40 554 702 JLL 23 554 103
5. The Brightwater Republic Road,
Commons# Randburg 86 42 521 185 000 000 190 000 000 5 000 000 JLL 18 430 994
6. Rosebank Mews Oxford Road,
Rosebank 147 7 304 92 500 000 108 522 746 16 022 746 JLL 8 295 544
7. Kenilworth Loch Road,
Centre Kenilworth 149 49 012 832 000 000 973 911 808 141 911 808 JLL 68 173 827
8. N1 City Mall Louwtjie
(58%) Rothman Street,
Goodwood 170 37 241 799 000 000 916 961 315 117 961 315 JLL 64 187 292
9. Blue Route Mall Tokai Road,
Tokai, Cape
Town 166 55 501 1 184 000 000 1 214 236 632 30 236 632 JLL 84 996 564
8 344 300 000 8 979 893 797 635 593 797 628 898 449
Offices
10. Douglas Roberts 22 Skeen Boulev
Centre ard, Bedfordview 128 19 166 270 900 000 362 240 763 91 340 763 Broll 28 979 261
11. Constantia Kloof 3 Florida,
3 (80 %) Florida, Gauteng,
1709 159 12 821 264 600 000 304 545 995 39 945 995 Broll 24 363 680
12. 300 Middel 300 Middel
Street Street, Nieuw
Muckleneuk 185 11 404 221 400 000 308 849 684 87 449 684 ACRES 24 707 975
13. CIB Insurance 15E Riley Road,
Bedfordview 130 7 513 164 800 000 169 759 183 4 959 183 Broll 13 580 735
14. Rosebank Corner Jan Smuts
Avenue, JHI
Rosebank 124 9 566 111 475 800 131 783 578 20 307 778 Excellerate 10 542 686
15. Grayston Ridge 144 Katherine 7 019 087
Office Park Street, Sandown, JHI
Sandton 114 10 388 123 315 600 123 141 870 (173 730) Excellerate
16. Dunkeld Office 6 North Road, JHI 7 023 037
Park Dunkeld West 123 5 500 67 400 000 87 787 964 20 387 964 Excellerate
17. AMR Office Concorde Road, 6 061 477
Park Bedfordview 116 13 125 105 987 000 105 859 054 (127 946) Broll
18. 2 Pybus Road 2 Pybus Road, JHI 6 306 456
Sandton 118 4 531 73 806 000 78 830 706 5 024 706 Excellerate
19. Kimberley-Clark Leicester Road, 7 094 903
House Bedford Gardens 117 6 036 81 500 000 88 686 292 7 186 292 Broll
20. 240 Walker Sunnyside, JHI 10 164 429
Street Pretoria 120 7 808 97 400 000 127 055 358 29 655 358 Excellerate
21. 260 Walker Sunnyside, JHI 7 575 020
Street Pretoria 120 5 279 67 900 000 94 687 754 26 787 754 Excellerate
22. The Ambridge Vrede Avenue, JHI 2 533 408
Epsom Downs 100 4 782 49 018 650 49 000 000 (18 650) Excellerate
23. Yellowwood 33 Ballyclare JHI 1 915 470
House Drive, Bryanston 107 2770 28 213 620 28 000 000 (213 620) Excellerate
24. Sunridge (75%) 62 Wierda Road 4 853 987
East, Wierda JHI
Valley 140 2 941 43 202 505 60 674 837 17 472 332 Excellerate
25. Lakeside Place Queen Street, JHI 1 452 923
Bruma 94 3 620 20 000 000 20 000 000 0 Excellerate
26. RPA Centre 180 Smith Street, JHI 822 198
Fairland 76 1 716 12 347 120 12 350 000 2880 Excellerate
27. 18 The Westway,
Boulevard Durban 152 5 232 76 400 000 91 434 180 15 034 180 ACRES 7 771 905
28. Delmat House 28 Jan Hofmeyr
Road, Westville 115 4 497 50 000 000 50 000 000 0 ACRES 3 897 165
29. Kent House 1 Neptune Road,
Berea West,
Westville 107 2 774 20 200 000 20 148 045 (51 955) ACRES 1 410 363
30. Cedarwood Ballclare Drive, JHI 5 963 048
House Bryanston 145 4 626 67 559 400 74 538 096 6 978 696 Excellerate
2 017 425 695 2 389 373 357 371 947 662 184 039 214
Industrial
31. Mifa Industrial 399 George
Park Street, cnr 16th
Road, Midrand 53 33 765 147 000 000 187 841 012 40 841 012 ACRES 15 966 486
32. Strijdom Hammer Avenue, 56 24 512 115 100 000 149 483 273 34 383 273 ACRES 12 706 078
Industrial Park Strijdompark,
Randburg
33. Supreme Klipriviersberg
Industrial Park Road, Steelecale 44 31 058 98 400 000 125 556 662 27 156 662 ACRES 10 672 316
34. Continuity SA Old Pretoria -113 737
(Nashua House) Main Road,
Midrand,
Gauteng, 1685 73 7 551 51 200 000 51 698 509 498 509 ACRES
35. Jupiter Ext. 1 Nasmith Road, 2 977 185
Jupiter Ext. 1,
Germiston 30 11 508 41 500 000 41 349 786 (150 214) ACRES
36. Aviz Labs 733/747 16th 1 924 573
(Dismed House) Road, Midrand 65 2 871 17 000 000 22 642 032 5 642 032 ACRES
37. Precision House Precision Road, 230 444
Kya Sand 49 604 2 300 000 2 300 000 0 ACRES
38. Murrayfield Prospecton Road, 10 263 587
Prospecton 68 17 100 90 800 000 120 748 082 29 948 082 Broll
39. Robor Industrial 233 Barbara 48 075 157
Road, Germiston 34 120 277 598 000 000 600 939 468 2 939 468 ACRES
1 161 300 000 1 302 558 824 141 258 824 102 702 089
Specialised
40. Southern Sun Kempton Park 17 428 171
O.R. Tambo
International JHI
Airport 106 14 153 93 500 000 145 234 756 51 734 756 Excellerate
41. Bedford Gardens Leicester Road, 24 739 372
Private Hospital Bedford Gardens 161 12 817 305 100 000 309 242 147 4 142 147 Broll
398 600 000 454 476 903 55 876 903 42 167 542
Total 847 564 11 921 625 695 13 126 302 881 1 204 677 186 957 807 295
Less estimated borrowings^
2 832 542 479
Value of net assets that are the subject of the transaction 10 293 760 402
* The difference between the valuation amounts and the disposal price arose due to changes in the market values of the properties. Furthermore,
the value attributed by each independent property valuer is an open market value while the disposal prices are negotiated values.
# Properties in respect of which, as at the implementation date, an agreement has been concluded with third parties for their disposal, but where
the registration of transfer thereof pursuant to such agreement has not yet been effected.
^ Represents the current value of borrowings as at 28 February 2015. The value may change slightly between 28 February 2015 and
1 August 2015 (being the date on which the transaction will be effective from an accounting perspective)
42. WITHDRAWAL OF FOUNTAINHEAD CAUTIONARY ANNOUNCEMENT
Following the release of this joint transaction announcement, the Fountainhead cautionary announcement last
published on SENS on 2 June 2014 is withdrawn and caution is no longer required to be exercised by
Fountainhead unitholders when dealing in their Fountainhead units.
43. FOUNTAINHEAD RESPONSIBILITY STATEMENT
To the extent that the information in this joint transaction announcement relates to Fountainhead, the
independent committee accepts responsibility for such information and confirms that, to the best of the
respective knowledge and belief of the members of the independent committee, the information is true and does
not omit anything likely to affect the importance of the information included.
44. REDEFINE RESPONSIBILITY STATEMENT
To the extent that the information in this joint transaction announcement relates to Redefine, Redefine’s board
of directors accepts responsibility for such information and confirms that, to the best of the respective
knowledge and belief of the members of the Redefine board of directors, the information is true and does not
omit anything likely to affect the importance of the information included.
25 June 2015
Corporate advisor and sponsor to Redefine Legal advisor to Redefine
Sponsor to Fountainhead
Tax advisor to Redefine and Fountainhead Cliffe Dekker Hofmeyr
Java Capital
Independent expert Legal advisor to the independent committee
Questco Bowman Gilfillan
Financial advisor to Fountainhead
Rand Merchant Bank
Date: 25/06/2015 02:15:00 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.