Wrap Text
Withdrawal of cautionary announcement and full terms in relation to the Proposed Transaction
LIBERTY TWO DEGREES
JSE share code: L2D
ISIN: ZAE000230553
(Approved as a REIT by the JSE)
(“CISIP”)
a portfolio established under the Liberty Two Degrees Scheme, a collective investment scheme in
property established in terms of the Collective Investment Schemes Control Act, No 45 of 2002, as
amended (“CISCA”), and managed by STANLIB REIT Fund Managers (RF) Proprietary Limited
(Registration number: 2007/029492/07) (“SRFM” or the “Manager”)
LIBERTY TWO DEGREES LIMITED
Registration number: (2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
(“New L2D””)
ANNOUNCEMENT REGARDING THE FINAL TRANSACTION TERMS RELATING TO THE:
- CONVERSION OF THE CISIP TO A CORPORATE REIT, PURSUANT TO WHICH
EACH UNITHOLDER WILL RECEIVE ONE SHARE IN NEW L2D FOR EVERY UNIT
HELD AND NEW L2D WILL BE LISTED IN PLACE OF THE CISIP, WHICH WILL BE
DE-LISTED AND VOLUNTARILY WOUND UP;
- INTERNALISATION OF THE MANAGEMENT COMPANY OF THE CISIP, BEING A
RELATED PARTY TRANSACTION;
- RELATED PARTY ACQUISITION OF UNDIVIDED SHARES IN PROPERTIES FROM
LIBERTY GROUP LIMITED (“LGL”);
- CANCELLATION OF THE LGL PUT OPTION; AND
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
1. Introduction
Unitholders of the CISIP (“Unitholders”) are referred to the cautionary announcements
released on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) dated 18
May 2018 and 29 June 2018 respectively (“the “Cautionary Announcements”), regarding:
- the conversion of the CISIP to a Corporate REIT, pursuant to which each Unitholder will
receive one ordinary share in New L2D (“Share”) for every existing participatory interest in
the CISIP (“Unit”) held and New L2D will be listed in place of the CISIP, which will be de-
listed and voluntarily wound up (the “Conversion”);
- the internalisation of the management company of the CISIP (the “Internalisation”), being
a related party transaction;
- the related party acquisition of undivided shares in properties (the “Additional Properties”)
from LGL (the “Acquisition”); and
- the cancellation of the LGL put option (the “Put Option”).
(collectively, the “Proposed Transactions”).
Unitholders are advised that the board of directors of the Manager (the “Board”) has concluded
the agreements (the “Contracts”) necessary to proceed with the Proposed Transactions.
The salient terms of the Proposed Transactions are set out in this announcement. A circular to
Unitholders (“Circular”) will be posted in due course in line with the timelines provided in
paragraph 9 below. The Circular sets out the full terms of the Proposed Transactions and
provides further guidance in respect of the required resolution to be passed by Unitholders to
approve the Proposed Transactions at a general meeting of Unitholders (“General Meeting”).
The Internalisation and the Acquisition are being treated as related party transactions in terms of
the Listings Requirements of the JSE (“Listings Requirements”).
2. Background and rationale
The CISIP was established in terms of CISCA in October 2016 and listed on the JSE on
6 December 2016.
The CISIP owns undivided shares in one of South Africa’s leading retail based property portfolios
with interests in prime assets such as the Sandton City Complex, the Eastgate Complex and
Melrose Arch. In addition to office properties included in the main retail precincts in its portfolio,
the CISIP also owns undivided shares in select office properties located in key business nodes
which are leased to blue-chip anchor tenants. These properties include the Standard Bank
Centre in Johannesburg, the Liberty Centre in Century City Office Park in Cape Town and the
Liberty Centre in Umhlanga Ridge in Durban.
Following the listing of the CISIP on the JSE on 6 December 2016 (the “Listing”), unforeseen
challenges and changes in market sentiment in relation to the external Manager and any possible
overhang in the CISIP’s Units resulting from any exercise of the Put Option have, in the Board’s
view, contributed to frustrating the full achievement of the CISIP’s objectives in the manner
originally envisaged.
The Board believes that the Proposed Transactions are in the best interests of Unitholders and
offers benefits in that the Proposed Transactions will:
- eliminate any concern about an overhang in the CISIP’s Units arising from the existence
of the Put Option;
- align the New L2D structure with investor's preference for internalised management as
is evident in the broader listed REIT sector;
- assist in achieving a better correlation between the trading price of New L2D's Shares
and the net asset value of New L2D's underlying property portfolio;
- provide management with an improved ability to transact and grow the portfolio as it
executes on its investment objectives;
- result in the acquisition of an additional stake in a market leading portfolio;
- introduce a conservative level of debt to the capital structure of New L2D which will
assist in reducing New L2D’s weighted average cost of capital over time; and
- enable shareholders of New L2D to elect the board of directors of New L2D.
The Board believes the Proposed Transactions adequately balance the requirement to position
New L2D for sustainable growth and minimising any potential negative impact on L2D’s
distribution. The aggregate costs incurred by both L2D and Liberty Holdings Limited (“LHL”) in
respect of the Proposed Transactions are currently estimated at R23 million (excluding VAT).
The accounting treatment hereof is still to be finalised and is expected to follow L2D’s
accounting policy for common control transactions, which accounting policy is currently under
review. Further details will be set out in the Circular.
3. Mechanics of the Proposed Transactions
3.1 Conversion from a Collective Investment Scheme in Property to a Corporate REIT
The CISIP has established two subsidiaries, being New L2D and 2 Degrees Properties
Proprietary Limited (“Subco”). The only issued shares of New L2D are currently held by the
CISIP and the only issued shares of Subco is currently held by New L2D.
In terms of the Conversion and with effect from the Effective Date (expected to be 1 October
2018):
3.1.1 the CISIP will dispose of all of its business assets and liabilities (other than the
liability in relation to the Final CISIP Distribution (“Final CISIP Distribution”) and
assets necessary to settle the Final CISIP Distribution) to Subco in exchange for the
assumption by Subco of those liabilities and the issue of Subco shares to the CISIP;
3.1.2 on the day after the issue of the Subco shares to the CISIP, the CISIP will dispose
of all its assets (other than assets necessary to settle the Final CISIP Distribution)
in the form of the Subco shares and remaining liabilities (other than the liability in
relation to the Final CISIP Distribution) to New L2D in consideration for the
assumption by New L2D of those liabilities and the issue of Shares in New L2D; and
3.1.3 the CISIP will then distribute the Shares in New L2D to Unitholders.
Unitholders recorded in the CISIP's register on Friday, 28 September 2018 (the “Record
Date”) will receive one New L2D Share for every one Unit held on the Record Date.
New L2D has applied to the JSE for a listing by way of an introduction in the Real Estate,
Diversified REITs sector of the JSE, in terms of the FTSE classification, under the
abbreviated name: “Liberty 2 Degrees”, JSE share code: L2D and ISIN: ZAE000260576 with
effect from the commencement of trade on Monday, 1 October 2018.
Prior to the Effective Date, the CISIP will declare the Final CISIP Distribution comprising its
distributable income in respect of the period from 1 July 2018 to the Effective Date.
Following the implementation of the Conversion, the CISIP will no longer have any assets
(other than assets necessary to settle the Final CISIP Distribution) and will no longer qualify
for a listing on the JSE in terms of the Listings Requirements. Accordingly, trading in the
Units will be suspended on Wednesday, 26 September 2018, the Units will be delisted from
the Main Board of the JSE on Tuesday, 2 October 2018 and the Unitholders will have no
rights to receive distributions from the CISIP, other than the Final CISIP Distribution. The
CISIP will thereafter be liquidated and wound-up voluntarily.
3.2 Internalisation of the Manager
Simultaneously with the implementation of the Conversion described in 3.1 above, LHL and
New L2D have agreed, Pursuant to the Sale of Shares Agreement, that LHL will sell all of
the issued shares of the Manager to New L2D for R300 million plus interest, which shall be
paid in cash and will be fully funded by debt.
The Manager is currently responsible for managing the Liberty Property Portfolio (“LPP”)
owned by LGL in accordance with an existing asset management agreement. The existing
asset management agreement has been terminated and a new asset management
agreement has been entered into between LGL and the Manager which will become
effective on 1 October 2018. The new asset management agreement will, unless terminated
earlier, have a duration of 10 years and Subco will earn a management fee equal to 0.3%
of the value of the LPP assets. In addition, the new asset management agreement will
provide LGL and New L2D a mutual right to invest jointly in further development or property
acquisition opportunities valued over R750 million, subject to New L2D owning a minimum
of a 51% proportion of such opportunities pursued jointly. Should the investment
management agreement be terminated by LGL in certain circumstances within the first 3
years, a refund of up to R200 million will become payable by LGL to New L2D.
Immediately after New L2D has acquired the shares of the Manager, the Manager will
transfer its entire business and all of its employees to Subco, who will assume the asset
management function of the LPP.
3.3 Cancellation of the Put Option
The Put Option is contained in the existing Relationship Agreement between LGL and the
CISIP. As part of the Proposed Transactions, the Relationship Agreement will be assigned
to New L2D and will be re-signed without the Put Option, thereby terminating the Put Option.
After the deletion of the Put Option, the remainder of the existing Relationship Agreement
will continue in effect, further details of which will be set out in the Circular. The Put Option
has no value and accordingly none of LGL, the CISIP or New L2D will pay any consideration
therefor to any of the others of them, nor will any of them enter into a new agreement with
any of the others containing a similar Put Option.
3.4 Acquisition of the Additional Properties
In terms of the Acquisition, Subco will acquire from LGL, the Additional Properties (as set
out in paragraph 5 of this announcement) for an aggregate purchase price of R1.2 billion,
payable in cash and fully funded by debt. The Additional Properties include further
undivided shares in the existing portfolio as well as undivided shares in certain high quality
Sandton hospitality assets. The net impact of the Acquisition will serve to enhance the New
L2D blended portfolio yield whilst further diversifying the portfolio across asset sub-sectors
within targeted key business nodes.
4. Conditions precedent
The Proposed Transactions are subject to the fulfilment (or waiver) of the following conditions
precedent by 30 September 2018, or such later date as may be agreed in writing:
4.1 the approval by Unitholders of the resolution proposed in the notice of General Meeting;
4.2 Prudential Authority having approved the implementation of the Proposed Transactions;
4.3 New L2D and Subco concluding the necessary finance agreements and becoming entitled
to draw down an amount of not less than R1.5 billion in order to effect payment in terms
of Internalisation and the Acquisition;
4.4 third parties whose consents are required for the implementation of the Proposed
Transactions having provided their consent; and
4.5 LHL and New L2D confirming that they are satisfied with rulings obtained from the South
African Revenue Service (SARS) relating to certain aspects of the Proposed
Transactions, LHL and New L2D do, however, have the discretion to agree to waive this
condition should they determine that such ruling or part thereof is no longer required, and
instead rely on a formal tax opinion from Webber Wentzel confirming the anticipated tax
implications of the Proposed Transactions, which tax opinion has already been issued
and finalised.
It is noted that the Financial Sector Conduct Authority has already approved the implementation
of the Conversion, subject to Unitholders voting in favour of the Proposed Transactions at the
General Meeting (which must be quorate).
5. Details of the Additional Properties to be acquired by Subco
Existing
Additional
Weighted Undivided Purchase
Undivided
Average Rentable Share of Price (R) 100% Property Independent
Shares to be
No. Property Name Registered Location Sub Sector Rental Area (GLA) CISIP being payable in Valuation as at 30 External
Acquired by
per m2 m2 acquired by the September 2018 Property Valuer
Subco in the
(R/m2) Subco in the Acquisition1
Acquisition
Exchange
Liberty Centre
Head Office Erf 6281 Montague Gardens Office and Rode &
1 169 19 188 31.00% 2.30% 9 377 053 408 400 000
(Montague Century Boulevard, Century City mixed use Associates
Gardens)
Located on an unregistered
Liberty Centre
portion of Erf 2429 Umhlanga
Head Office Office and Rode &
2 Rocks 165 20 352 31.00% 2.30% 5 983 497 260 600 000
(Umhlanga mixed use Associates
21 Aurora Drive, Umhlanga
Rocks)
Ridge
Located on an unregistered
Umhlanga
portion of Erf 2429 Umhlanga Office and Rode &
3 Ridge Office 106 20 352 31.00% 2.30% 3 292 530 143 400 000
Rocks mixed use Associates
Park
2 Park Lane, Umhlanga Ridge
Erf 1247 Marshalltown and
Remainder of Erf 558 Selby,
Office and Rode &
4 Standard Bank Johannesburg 97 92 789 15.50% 1.15% 12 263 184 1 068 200 000
mixed use Associates
3, 5 and 6 Simmonds Street,
Johannesburg
Erven 1 & 2 Oospoort, Erven 3 &
4 Oospoort Extension 1 &
Portions 1050, 1051,1052
and1056 of Farm 90
Eastgate Jones Lang
5 Elandsfontein, IR Retail 412 145 240 31.00% 2.30% 198 952 418 8 665 000 000
Complex Lasalle IP, Inc.
43 Bradford Road,
Bedfordview,
Johannesburg
Gauteng Province
Erf 10143 Pietermaritzburg
Liberty Midlands Sanctuary Road Jones Lang
6 Retail 278 55 973 31.00% 2.30% 58 135 894 2 532 000 000
Mall Pietermaritzburg Lasalle IP, Inc.
Kwa-Zulu Natal
Existing
Additional
Weighted Undivided Purchase
Undivided
Average Rentable Share of Price (R) 100% Property Independent
Shares to be
No. Property Name Registered Location Sub Sector Rental Area (GLA) CISIP being payable in Valuation as at 30 External
Acquired by
per m2 m2 acquired by the September 2018 Property Valuer
Subco in the
(R/m2) Subco in the Acquisition1
Acquisition
Exchange
Erf 59229 Mitchells Plain
Liberty Corner of A Z Berman Drive,
Promenade Morgenster Road & 11th Avenue Jones Lang
7 Retail 176 73 400 31.00% 2.30% 36 943 386 1 609 000 000
Shopping Mitchells Plain Lasalle IP, Inc.
Centre Cape Town
Western Cape
Portion 7 of Erf 575 and Erf 548
Sandown Ext. 49
Portion 688 of the Farm
Zandfontein 42 IR
Nelson Mandela Jones Lang
8 Erf 239 Sandhurst Ext. 3 Retail 372 38 795 31.00% 2.30% 42 155 411 1 836 000 000
Square Lasalle IP, Inc.
5th Street
Sandton
Johannesburg
Gauteng Province
Erf 242 & Erf 247 Sandhurst Ext.
3
Erf 590 Sandown Ext. 38
Erf 602 Sandown Ext. 4
Portion 724 of the Farm
Sandton City Zandfontein 42 IR Jones Lang
9 Retail 454 199 140 23.25% 1.72% 235 085 299 13 651 600 000
Complex bounded by Rivonia Road, 5th Lasalle IP, Inc.
Street, Alice Lane and Sandton
Drive
Sandton
Johannesburg
Gauteng Province
Mills Fitchet
10 Melrose Arch Erf 181 Melrose North Retail 264 199 216 7.75% 0.57% 42 577 539 7 417 540 000 Magnus Penny &
Wolffs
Portion 2 & Portion 3 of Erf 1 Rode &
11 Botshabelo Mall Retail 104 20 390 21.70% 1.61% 4 658 403 289 840 000
Botshabelo-H Associates
John Ross Eco Portions 18 – 22 & Portions 25 –
Rode &
12 Junction - 35 & Portions 37 – 50 of Erf Industrial 62 7 060 31.00% 2.30% 1 499 777 65 320 000
Associates
Tangawizi 11451 Richards Bay
Existing
Additional
Weighted Undivided Purchase
Undivided
Average Rentable Share of Price (R) 100% Property Independent
Shares to be
No. Property Name Registered Location Sub Sector Rental Area (GLA) CISIP being payable in Valuation as at 30 External
Acquired by
per m2 m2 acquired by the September 2018 Property Valuer
Subco in the
(R/m2) Subco in the Acquisition1
Acquisition
Exchange
John Ross Eco Portions 18 – 22 & Portions 25 –
Rode &
13 Junction – 35 & Portions 37 – 50 of Erf Vacant land - - 31.00% 2.30% 3 543 029 154 310 000
Associates
Estate2 11451 Richards Bay
John Ross Eco Portions 18 – 22 & Portions 25 –
Rode &
14 Junction - 35 & Portions 37 – 50 of Erf Hospital 183 13 809 21.70% 1.61% 6 243 294 388 450 000
Associates
Melomed 11451 Richards Bay
Erf 596 Sandown Extension 38
bounded by Maude Street, 5th
Sandton Street, Alice Lane and West
Hotel and Jones Lang
15 Convention Street 146 57 910 0.00% 24.98% 154 423 886 618 300 000
conference Lasalle IP, Inc.
Centre3 Sandton
Johannesburg
Gauteng Province
Erf 596 Sandown Extension 38
bounded by Maude Street, 5th
Street, Alice Lane and West
Garden Court Hotel and Jones Lang
16 Street 263 17 757 0.00% 24.98% 199 601 269 799 186 369
Sandton Hotel3 conference Lasalle IP, Inc.
Sandton
Johannesburg
Gauteng Province
Existing
Additional
Weighted Undivided Purchase
Undivided
Average Rentable Share of Price (R) 100% Property Independent
Shares to be
No. Property Name Registered Location Sub Sector Rental Area (GLA) CISIP being payable in Valuation as at 30 External
Acquired by
per m2 m2 acquired by the September 2018 Property Valuer
Subco in the
(R/m2) Subco in the Acquisition1
Acquisition
Exchange
InterContinental Sandton
Towers Hotel
Erf 596 Sandown Extension 38
bounded by Maude Street, 5th
Street, Alice Lane and West
Street
Sandton Sun Hotel
Sandton Sun
Erf 242 & Erf 247 Sandhurst Ext.
Hotel and
3 Hotel and Jones Lang
17 InterContinental 52 64 674 0.00% 24.98% 143 010 274 572 600 876
Erf 590 Sandown Ext. 38 conference Lasalle IP, Inc.
Sandton Towers
Erf 602 Sandown Ext. 4
Hotel3
Portion 724 of the Farm
Zandfontein 42 IR
bounded by Rivonia Road, 5th
Street, Alice Lane and Sandton
Drive
Sandton
Johannesburg
Gauteng Province
Erf 596 Sandown Extension 38
bounded by Maude Street, 5th
Street, Alice Lane and West
Virgin Active & Jones Lang
18 Street Other 167 3 406 0.00% 24.98% 22 053 419 88 300 000
Parkade4 Lasalle IP, Inc.
Sandton
Johannesburg
Gauteng Province
Hotel operations
19 net working - Other - - 0.00% 24.98% 20 200 435 80 880 811 -
capital
Total 1 049 451 1 200 000 000 40 648 928 056
Notes:
1. Purchase price represents the percentage of the LPP acquired from LGL
2. John Ross Eco Junction – Estate is vacant land and as such has no weighted average rental or GLA
3. Weighted average rentals for hotels calculated based on gross income which does not reflect management agreements the hotels are subject to with Tsogo Sun
4. Virgin Active & Parkade GLA figure excludes Parkade as Parkade does not have an allocated GLA but rather a number of parking bays
5. The effective date of the acquisitions is 1 October 2018
6. Financial information
As mentioned above, New L2D will purchase the shares of the Manager from LHL for R300 million
plus interest and Subco will also acquire the Additional Properties from LGL for a consideration value
of R1.2 billion pursuant to the Acquisition. The consideration for the Internalisation and the Acquisition
will be fully funded by debt.
The indicative interest rate quoted for the total consideration of R1.5 billion plus costs, based on a
weighted average term of three years, is a blended all-in fixed interest rate of 9%.
The Proposed Transactions will result in once off transaction costs of approximately R23 million
(shared between L2D and LHL), which will be allocated to the Internalisation, Acquisition and the
Conversion in accordance with their relevance and accounted for accordingly.
The expected net effect of the Proposed Transactions on the CISIP’s earnings per unit, headline
earnings per unit, net asset value (“NAV”) per unit and distribution per unit for the six months ended
30 June 2018 (“Interim Results”) (as set out in its Interim Results announcement released on SENS
on 23 July 2018 and prepared in line with International Financial Reporting Standards (“IFRS”)), is
set out in the Circular together with a reporting accountants’ report thereon.
Based on its unaudited Interim Results, SRFM’s NAV as at 30 June 2018 is R32.6 million while the
value of the Additional Properties is as presented in paragraph 5 above. The profit before tax
attributable to SRFM for the period ended 30 June 2018 is R9.1 million, which includes transaction
cost accruals of R6.7 million in relation to the Proposed Transactions. The blended yield from the
Additional Properties acquired is expected to be 7.8%.
After the Effective Date, the capital adequacy reserves ("CAR") required to be held by the Manager
in terms of CISCA as a result of the reduced scope of the Manager's functions will be reduced. It is
anticipated that the CAR after the Effective Date will be approximately R600 000.
7. Related party considerations
As LGL is a material Unitholder in the CISIP and LHL is the sole shareholder of the Manager, the
Internalisation, the Acquisition and the cancellation of the Put Option are, from the CISIP's
perspective, being treated as related party transactions in terms of the Listings Requirements. As a
related party, LGL (and associates) will be excluded from voting on the resolution to approve the
Proposed Transactions.
Accordingly, the Board hereby confirms that it is of the opinion that the Internalisation, the Acquisition
and the cancellation of the Put Option are fair insofar as Unitholders are concerned. This decision
was reached having had due regard to the fairness opinion in respect of the Internalisation and the
cancellation of the Put Option from the independent expert, Ernst & Young, which is set out in the
Circular, as well as the independent property valuation reports from the independent property valuers
in respect of each of the properties acquired pursuant to the Acquisition and which will be made
available on the CISIP’s website at www.liberty2degrees.co.za/investor-information on the issue
date of the Circular.
8. Corporate governance
8.1 The directors of SRFM have also been appointed as the directors of New L2D. In addition, the
following appointments will be made to the board of directors of New L2D, effective
1 August 2018:
- Mr Brian Azizollahoff as independent non-executive director and lead independent director;
and
- Ms Zaida Adams as independent non-executive director.
8.2 Details of the board of directors of New L2D (and Subco) following the above appointments, will
be as follows:
Angus Band (non-executive chairman)
Wolf Cesman (independent non-executive director)
Lynette Ntuli (independent non-executive director)
Brian Azizollahoff (independent non-executive director and lead independent)
Zaida Adams (independent non-executive director)
Amelia Beattie (chief executive officer)
José Snyders (financial director)
8.3 These appointments ensure that the board is fully compliant in terms of King IV as well as
Listings Requirements.
8.4 It is furthermore the intention of New L2D to appoint Mr David Munro, the chief executive officer
of LHL, to the board of directors of New L2D following the implementation of the Proposed
Transactions and to appoint an additional independent director in order to maintain compliance
with the Listings Requirements and the Property Sector Charter requirements.
8.5 New L2D will ensure that the provisions of the memorandum of incorporation of any of its
subsidiaries does not frustrate it from compliance with the Listings Requirements.
9. Salient dates of the Proposed Transactions
The salient dates and times in relation to the Proposed Transactions are set out below:
2018
Record date to be entitled to receive this Circular Friday, 20 July
Full terms of the Proposed Transactions and notice of General Monday, 23 July
Meeting released on SENS
Full terms of the Proposed Transactions and notice of General Tuesday, 24 July
Meeting published in the press
Circular posted to Unitholders and made available at Friday, 27 July
www.liberty2degrees.co.za/investor-information
Last day to trade to be recorded in the CISIP register in order to Tuesday, 21 August
be eligible to vote at the General Meeting
Record date in order to be eligible to participate in and vote at the Friday, 24 August
General Meeting
Latest date of receipt of forms of proxies in respect of the General Monday, 27 August
Meeting by 12:00
General Meeting to be held at 12:00 Tuesday, 28 August
Results of General Meeting and finalisation information in respect Tuesday, 28 August
of the Proposed Transactions released on SENS
Results of General Meeting and finalisation information in respect Wednesday, 29 August
of the Proposed Transactions published in the press
Finalisation information in respect of the Final CISIP Distribution Monday, 17 September
released on SENS
Last day to trade to be recorded in the CISIP register in order to Tuesday, 25 September
be eligible to receive the Final CISIP Distribution
Last day to trade to be recorded in the CISIP register in order to Tuesday, 25 September
be eligible to receive New L2D Shares on the Effective Date
Ex-dividend date in respect of the Final CISIP Distribution Wednesday, 26 September
Units suspended from trading Wednesday, 26 September
Commencement of trading in New L2D Share Entitlements Wednesday, 26 September
Record date in order to be eligible to receive the Final CISIP Friday, 28 September
Distribution
Effective Date Monday, 1 October
Trading in New L2D Shares with the JSE share code: L2D and Monday, 1 October
ISIN: ZAE000260576 commences
New L2D shares issued to Unitholders pursuant to the Proposed Monday, 1 October
Transactions
Accounts at CSDP or broker updated in respect of dematerialised Monday, 1 October
Shareholders
Delisting of Units from the JSE Tuesday, 2 October
Payment of Final CISIP Distribution Friday, 12 October
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 in the press.
2. If the Proposed Transactions become unconditional, Units may not be traded after Thursday, 27 September 2018.
10. Notice of General Meeting
Unitholders are hereby advised that the Circular, containing full details of the Proposed Transactions
and a notice of the General Meeting, will be posted to Unitholders on Friday, 27 July 2018 and also
be made available on the CISIP’s website at www.liberty2degrees.co.za/investor-information.
11. Withdrawal of cautionary announcements
As the full details of the Proposed Transactions have been set out in this announcement, Unitholders
no longer need to exercise caution when dealing in their Units.
Johannesburg
23 July 2018
Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited
Independent sponsor
Questco Corporate Advisory Proprietary Limited
Legal Advisers to Liberty Two Degrees
Allen & Overy (South Africa) LLP
Transaction Attorneys and Tax Advisors
Webber Wentzel
Independent Reporting Accountants and Auditors
PricewaterhouseCoopers Inc.
Independent Expert
Ernst & Young Advisory Services Proprietary Limited
Investor Relations
Gareth Rees
Contact number: 011 448 6804
Date: 23/07/2018 08:05:00 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.
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