Announcement regarding the disposal of Newspaper House INGENUITY PROPERTY INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) ISIN: ZAE000127411 JSE share code: ING (“Ingenuity” or the “Company”) ANNOUNCEMENT REGARDING THE DISPOSAL OF NEWSPAPER HOUSE 1. Introduction Ingenuity shareholders are advised that the Company has entered into an agreement of sale with Apollon Property Fund Proprietary Limited (the “Purchaser”), in terms of which Ingenuity will dispose of: 1.1. the rental enterprise which includes the property known as “Newspaper House”, being Erf 9420, Cape Town situated at 122 St Georges Street, Cape Town, Western Cape Province (the “Property”); and 1.2. all the Company’s right, title and interest in and to the agreements of lease entered into between Ingenuity and certain lessees in respect of the Property, (the “Disposal”). The Disposal will become effective on date of transfer of the Property into the name of the Purchaser which shall not be before 1 January 2019 or such earlier date as may be agreed in writing between Ingenuity and the Purchaser (the “Transfer Date”), provided that the conditions precedent set out in paragraph 5 below have been fulfilled or waived and the Guarantee referred to in paragraph 3.2 below has been provided. 2. Rationale for the Disposal Ingenuity’s strategy is focused on maximising net asset value and growth to shareholders. Periodically Ingenuity reviews its asset allocation and the opportunity to realise value. The sale of the Property will provide Ingenuity with the means to reduce debt, strengthen its balance sheet and provide additional means to unlock some further development initiatives that it has identified and held for some time. This will further enhance Ingenuity’s focus to create shareholder value through development and trading opportunities. 3. Consideration for the Disposal 3.1. The total consideration for the Disposal is R218 million (the “Purchase Consideration”), which amount shall be payable on the Transfer Date in full. 3.2. The Purchase Consideration will be secured by a guarantee/s in favour of Ingenuity (the “Guarantee”), which Guarantee will be issued by a financial institution approved by Ingenuity and in a form acceptable to Ingenuity by no later than 20 business days from date of fulfilment of the conditions precedent set out in paragraph 5 below. 3.3. Ingenuity will further provide the Purchaser with a rental guarantee of R3 million. 4. Application of sale proceeds The Purchase Consideration will be used to reduce borrowings and provide equity through access facilities for suitable investment and development opportunities as and when they arise. 5. Conditions precedent The Disposal is subject to the following conditions precedent: 5.1. by no later than 20 business days from the signature of the Agreement (“Signature Date”), a due diligence investigation (“Due Diligence”) being conducted by the Purchaser and the outcome of the Due Diligence being to the Purchaser’s sole and absolute satisfaction in its unfettered discretion; 5.2. to the extent required, by no later than 90 days from Signature Date, the Competition Authorities unconditionally approving in writing the Disposal as required by the Competition Act; 5.3. by no later than 7 business days from Signature Date, Ingenuity delivering to the Purchaser written resolutions of the board of directors of Ingenuity unconditionally approving the terms and conditions of the Agreement; and 5.4. the Purchaser obtaining approval in principle for mortgage bond finance from a registered financial institution within 20 business days from the conclusion of the Due Diligence referred to in paragraph 5.1 above. The conditions precedent referred to above may be waived by either Ingenuity or the Purchaser at their discretion, as the case may be, except for the condition precedent referred to in paragraph 5.2 above which is of a regulatory nature. 6. Property specific information relating to the Property Gross Weighted Single or Value of lettable average Purchase Property Location Sector multi- gross rental the area Consideration tenanted Property m2 per m2 Rm Rm (1) R Newspaper 122 St Georges Street Offices & 13 923 Multi 125 218 207 House Cape Town retail Western Cape Province 1 The Property was valued by the directors of the Company as at 28 February 2018 using the capitalisation of rental method. 7. Value of the net assets and profits attributable to the net assets of the Disposal The value of the net asset that is the subject of the Disposal is R207 million as extracted from Ingenuity’s unaudited condensed consolidated interim results for the six months ended 28 February 2018 and the net property income attributable to the net asset that is the subject of the Disposal is R17.657 million (net property income is calculated before tax). The resultant effective initial yield based on the Purchase Consideration is 8.01%. The net property income is based on a projection provided for the 12 months ended 31 August 2019. The directors of Ingenuity are satisfied with the quality of the unpublished management accounts for the 12 months ended 31 August 2019, from which the projection was extracted. Shareholders are advised that this information has been sourced from Ingenuity’s unaudited, unpublished management accounts. 8. Categorisation of the Disposal The Disposal constitutes a Category 2 transaction in terms of the JSE Limited Listings Requirements and no shareholder approval is required. 22 August 2018 Cape Town Investment Bank, Corporate Advisor and Sponsor Nedbank Corporate and Investment Banking Legal Advisor Webber Wentzel Date: 22/08/2018 03:25:00 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.