Wrap Text
Abridged prospectus – listing of Exemplar by way of introduction on the Main Board of the JSE
Exemplar REITail Limited
(formerly McCormick REITail Fund Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2018/022591/06)
Approved as a REIT by the JSE
JSE share code: EXP
ISIN: ZAE000257549
("Exemplar" or "the company" or "the group")
ABRIDGED PROSPECTUS – LISTING OF EXEMPLAR BY WAY OF INTRODUCTION ON THE MAIN
BOARD OF THE JSE
This abridged prospectus is not an invitation to the public to subscribe for shares but is issued in compliance with the
Listings Requirements and the Companies Act, for the purpose of providing information to the public regarding the
business and affairs of the company at the time of the listing of all the issued shares in the company by way of
introduction in the "Retail" REIT's sector on the Main Board of the JSE. This prospectus does not relate to an offer of
shares and no capital is being raised. Consequently, there is no underwriting.
This announcement contains the salient information in respect of Exemplar, which is more fully described in the
prospectus ("the full prospectus") which will be made available for inspection from today and a copy of which was
registered with the CIPC on Friday, 25 May 2018 in terms of the Companies Act. For a full appreciation and
understanding of Exemplar and the listing, the full prospectus should be read in its entirety.
Terms defined in the full prospectus bear the same meaning in this abridged prospectus.
1. Retail REIT listing on the Main Board of the JSE
The JSE has granted Exemplar a listing of 305 871 896 shares in the “Retail” REIT’s sector on the Main Board
of the JSE under the abbreviated name: "Exemplar", JSE share code: “EXP” and ISIN: ZAE000257549, with
effect from the commencement of trade on Tuesday, 12 June 2018. Exemplar was incorporated as a public
company on 17 January 2018.
2. Background and nature of the business
Exemplar is a focused retail fund specialising in owning, internally managing and growing a portfolio of
shopping malls typically in under-serviced, peri-urban townships and rural areas of South Africa. Exemplar
holds, either directly or indirectly, a portfolio of 20 income generating properties and has secured a further three
shopping centre development properties scheduled to be completed between April 2019 and October 2019. The
property portfolio is valued at R5.5 billion, with a GLA of 365 235m² as set out in Annexure 7 of the full
prospectus. The current property portfolio was acquired in a sequence of transactions prior to the company’s
listing from, amongst others, the John McCormick Family Trust ("JMFT"). All the properties were developed
by McCormick Property Development Proprietary Limited ("MPD"), a privately-owned property developer
with a 35-year history in the sector, during which time a total of 62 such developments have been completed.
MPD is wholly-owned by the JMFT. The JMFT will be the controlling shareholder of Exemplar on listing.
3. Investment and growth strategy
The company intends to grow its property portfolio through the acquisition of high quality assets consistent with
the metrics of the existing portfolio. MPD has a strong pipeline of secured development opportunities and will
continue to develop property consistent with the nature of the properties in Exemplar’s portfolio. Should MPD
decide to dispose of a particular property it develops in the future, it will offer such property to the company on
a “right of first refusal” basis, in which event the merits of such proposed acquisition will be considered by the
board. In the interest of transparency and to ensure arms-length transactions, John and Jason McCormick will
recuse themselves from any meetings regarding related party acquisitions.
The three new shopping centre development properties, being Katale Square, Mabopane Plaza and Riba Cross
Mall, further details of which are set out in Annexure 7 of the full prospectus, are in the process of being
completed by MPD. They are housed in three separate companies. Exemplar has undertaken to acquire the three
development companies subject to MPD completing the development properties housed therein to an agreed
specification and furthermore subject to a two-year rental guarantee. The purchase price for each of the Katale
Square, Mabopane Plaza and Riba Cross Mall developments has been agreed to by the parties and will be
settled by way of a combination of cash and Exemplar shares on completion of each development, being
1 April 2019, 1 September 2019 and 1 October 2019, respectively.
4. Directors
Name and age Frank Michael Berkeley (61)
Business address 3 Avenue Lombardie, Constantia, Cape Town 7806
Qualification B Comm. B Acc. CA(SA)
Position Chairman, independent non-executive director
Name and age Jason McCormick (39)
Business address Cnr Lyttelton Road and Leyden Avenue, Clubview, Centurion, 0157
Qualification BComm (Economics and Business Management), BComm (Hons) (Business Management)
Position CEO
Name and age Duncan Alan Church (45)
Business address Cnr Lyttelton Road and Leyden Avenue, Clubview, Centurion, 0157
Qualification BCompt (Hons), CA(SA)
Position CFO
Name and age John McCormick (73)
Business address Cnr Lyttelton Road and Leyden Avenue, Clubview, Centurion, 0157
Qualification BComm (Economics), MBA (Finance)
Position Executive director
Name and age Gregory Victor Charles Azzopardi (57)
Business address 1st Floor, 9 Old Main Road, Kloof, Kwa-Zulu Natal, 3610.
Qualification BA & LLB (UKZN), BBA (Newport USA).
Position Independent non-executive director
Name and age Peter Joel Katzenellenbogen (72)
Business address Transaction Capital House, 230 Jan Smuts Avenue, Dunkeld West, Johannesburg, 2196
Qualification BComm (Acc) (Cum Laude), CA (SA)
Position Independent non-executive director
Name and age Elias Phatudi Maponya (52)
Business address Maponya Investment Holdings, No 1 Gateside Avenue, Off Cedar Road, Dainfern
Qualification BProc, LLB, H Dip Company Law
Position Independent non-executive director
All of the directors are South African nationals.
5. Prospects
Based on the forecast statement of comprehensive income, further details of which are set out in Annexure 14
of the full prospectus, the Exemplar board is confident that it will deliver a distribution per share of 61.37 cents
per share for the nine months ending 28 February 2019 and 91.27 cents per share the year ending
29 February 2020.
The property and asset management function of the Exemplar group is internalised and the Exemplar group
have vast experience in their chosen market. In addition, it is of the opinion that there are several redevelopment
opportunities which could be the subject of future acquisitions. It is intended that MPD will offer to Exemplar
its current and future development pipeline of retail projects currently in excess of 500 000 m2 of GLA, all
focused on the undersupplied rural and peri-urban township markets.
6. Summarised forecast information
Given the nature of its business, Exemplar uses distribution per share as its key performance measure as it is
considered a more relevant performance measure than earnings or headline earnings per share.
Set out below are the summarised forecast statements of comprehensive income ("summarised forecasts") for
the nine months ending 28 February 2019 and the year ending 29 February 2020 (“forecast periods”).
The summarised forecasts comprise forecast figures for the duration of the forecast periods.
The summarised forecasts, including the assumptions on which they are based and the financial information
from which they are prepared, are the responsibility of the directors of Exemplar.
The summarised forecasts have been prepared in compliance with IFRS and in accordance with Exemplar’s
accounting policies.
Forecast for the Forecast for the
nine months ending year ending
28 February 2019 29 February 2020
Distributable income (R'000) 196 226 299 835
Number of shares in issue 319 739 136 328 507 866
Weighted average number of shares in issue 311 897 484 324 473 501
Basic and diluted earnings per share (cents) 61.43 91.31
Headline earnings per share (cents) 73.54 100.64
Distributable income per share (cents) 61.37 91.27
The figures set out above are extracted from detailed forecasts for the nine months ending 28 February 2019 and
the year ending 29 February 2020 and have been reported on by the independent reporting accountant, Grant
Thornton Johannesburg. The detailed forecasts, the independent reporting accountants’ report on the detailed
forecast and the assumptions on which the detailed forecasts are based, are set out in the full prospectus.
7. Salient dates and times
2018
Abridged prospectus released on SENS on Wednesday, 30 May
Abridged prospectus published in the press on Thursday, 31 May
Exemplar shares listed on the JSE from the commencement of trade (09:00)
on Tuesday, 12 June
Notes
(1) All references to dates and times are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment
will be released on SENS and published in the press.
8. Availability of the full prospectus
Copies of the full prospectus may be obtained between 08:30 and 17:00 on business days from Wednesday,
30 May 2018 to Tuesday, 12 June 2018 at the following places and on the company’s website:
www.ExemplarREIT.co.za.
Exemplar REITail Limited
Cnr Lyttelton Road and Leyden Avenue, Clubview, Centurion, 0157
Java Capital Trustees and Sponsors Proprietary Limited
6A Sandown Valley Crescent, Sandown, Sandton, 2196
30 May 2018
Corporate advisor and sponsor
Java Capital
Independent reporting accountants and auditors
Grant Thornton
Attorneys
Werksmans Attorneys
Date: 30/05/2018 09:00:00 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.
Sharenet Sites 
