THE PIVOTAL FUND LIMITED - Redefine / Pivotal - Finalisation announcement in respect of scheme of arrangement

Redefine / Pivotal - Finalisation announcement in respect of scheme of arrangement

THE PIVOTAL FUND LIMITED                                      REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)                (Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06)                          (Registration number 1999/018591/06)
JSE share code: PIV ISIN: ZAE000196440                        JSE share code: RDF ISIN: ZAE000190252
(“Pivotal”)                                                   (Approved as a REIT by the JSE)
                                                              (“Redefine”)


FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT


Shareholders are referred to the announcements released on SENS on 30 August 2016, 31 October 2016 and 29 November 2016
regarding, inter alia, a scheme of arrangement (“scheme”) in terms of section 114 of the Companies Act (read with section 115 of
the Companies Act) proposed by the Pivotal board (on recommendation of the independent board) between Pivotal and the Pivotal
shareholders (“scheme participants”), in terms of which, as indivisible components:

-         Redefine will acquire the entire issued share capital of Pivotal in exchange for the issue of, in aggregate, 460 000 000
          Redefine shares to the scheme participants; and

-         Redefine will in addition deliver 31 153 281 Echo Polska Properties N.V. shares to the scheme participants.

The boards of Pivotal and Redefine are pleased to announce that all outstanding conditions precedent to the scheme have now
either been fulfilled or waived. The salient dates and times previously announced on SENS on 31 October 2016 in respect of the
implementation of the scheme remain unchanged.

22 December 2016


Corporate advisor and sponsor to Redefine
Java Capital

Sponsor to Pivotal
Java Capital

Legal advisor to Redefine
Cliffe Dekker Hofmeyr

Legal advisor to Pivotal
enS Africa


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