PUTPROP LIMITED - Specific Repurchase of 775 000 Putprop Shares

Specific Repurchase of 775 000 Putprop Shares

PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1988/001085/06)
Share code: PPR ISIN: ZAE000072310
(“Putprop” or “the Company”)


SPECIFIC REPURCHASE OF 775 000 PUTPROP SHARES


1. INTRODUCTION

   Shareholders are advised that Putprop has entered into a share buy-back agreement (“Agreement”) with
   Allan Gray Proprietary Limited, in its capacity as the duly authorised agent of its clients (“the Sellers”) to
   repurchase 775 000 Putprop ordinary shares at a price of R4.90 per share for a total consideration of
   R3 797 500 (“Specific Repurchase”).

2. JSE LISTINGS REQUIREMENTS

   In terms of the Listings Requirements of JSE Limited (“Listings Requirements”), the Specific
   Repurchase requires the approval of a special resolution achieving a 75% majority of the votes cast in
   favour thereof by all shareholders present or represented by proxy at the general meeting, excluding
   participants and their associates. Accordingly, in terms of paragraph 5.69(b) of the Listings Requirements,
   the Sellers (who collectively hold 775 000 shares), and their associates will be excluded from voting on the
   Specific Repurchase. The presence of the Sellers will, however, form part of the quorum at the general
   meeting.

3. THE SPECIFIC REPURCHASE

   3.1 Rationale

        Given the forward yield at which Putprop is currently trading, buying back the Company’s shares will
        be yield accretive and create value for shareholders.

   3.2 Conditions Precedent and Effective date

        The Specific Repurchase is subject to the fulfilment or waiver, as the case may be, of the following
        conditions precedent by 31 August 2018:
        3.2.1 Putprop procuring the conclusion of all necessary board and shareholder resolutions
              authorising the terms of the Agreement; and
        3.2.2 Putprop obtaining JSE approval, and all other necessary approvals.

        The effective date of the Specific Repurchase is the fifth business day following the date of the
        fulfilment and/or waiver of the last of the conditions precedent set out above.

   3.3 Other Salient Items

        3.3.1 The Specific Repurchase represents 1.73% of Putprop’s current shares in issue.
        3.3.2 Application will be made to the JSE for the delisting of the shares once the Specific
              Repurchase has been affected.
        3.3.3 After the Specific Repurchase, Putprop will continue to have zero treasury shares in issue.
        3.3.4 The Specific Repurchase will be undertaken during a “prohibited period” as defined in
              paragraph 3.67 of the Listings Requirements. Accordingly, a repurchase programme will be
              submitted to the JSE prior to the commencement of the prohibited period.

4. FINANCIAL INFORMATION PERTAINING TO THE SPECIFIC REPURCHASE

   4.1 Impact of the Specific Repurchase on the financial information of Putprop
        The impact of the Specific Repurchase on the financial information of Putprop is as follows:
         - a decrease in cash of R3 889 500 and
         - a decrease in equity of R3 889 500.

   4.2 Source of funds
        The Specific Repurchase will be funded from existing cash reserves.

5. SALIENT DATES AND TIMES

   A further announcement will be published on SENS in due course setting out the salient dates and times of
   the Specific Repurchase.

6. CIRCULAR TO PUTPROP SHAREHOLDERS

   A circular containing full details of the Specific Repurchase and a notice to convene a general meeting of
   Putprop shareholders in order to consider and, if deemed fit, to pass with or without modification, the
   resolution necessary to approve and implement the Specific Repurchase, will be sent to Putprop
   shareholders in due course.


Johannesburg
29 June 2018

Sponsor
Merchantec Capital

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