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INGENUITY PROPERTY INVESTMENTS LIMITED - A proposed specific repurchase of Ingenuity shares

Release Date: 17/04/2019 15:12
Code(s): ING     PDF:  
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A proposed specific repurchase of Ingenuity shares

(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE000127411 JSE share code: ING
(“Ingenuity” or the “Company”)


1. Introduction

   Shareholders are advised that Ingenuity intends proposing a specific repurchase of 356 062 509
   Ingenuity ordinary shares (“Shares”) from The Century City Property Investment Trust (“CCPIT”), the
   Nafco Trust (“NAFCO Trust”) and Investec Property Fund Limited (“IPF”) for a total consideration of
   R384 547 509-72 (the “Repurchase”).

   The Repurchase is subject to the provisions of the memorandum of incorporation of the Company,
   sections 48 and section 114, read with section 115 of the Companies Act, No. 71 of 2008, as
   amended (the “Companies Act”) and its regulations (“Regulations”) and the JSE Limited (“JSE”)
   Listings Requirements, as applicable.

2. Terms of the Repurchase

    2.1.   The Repurchase will be undertaken at a price of R1-08 per Share (the “Repurchase Price”) as

            2.1.1. 200 000 000 Shares from CCPIT, with a total value of R216 000 000;
            2.1.2. 41 020 981 Shares from NAFCO Trust, with a total value of R44 302 659-48; and
            2.1.3. 115 041 528 Shares from IPF, with a total value of R124 244 850-24.

           The Repurchase Price represents a discount of 4.4% to the weighted average traded price of
           a Share measured over the 30 business days prior to and including 16 April 2019, the date on
           which the price was agreed in writing between Ingenuity, CCPIT, NAFCO Trust and IPF.
           The Company undertakes to obtain, by no later than 31 May 2019, irrevocable letters of
           undertaking in support of the Repurchase from at least 75% of its shareholders eligible to
           vote on the Repurchase.

    2.2.   The Repurchase represents 29.8% of Shares currently in issue.

    2.3.   The Repurchase has no impact on the number of Ingenuity treasury shares, which remains at
           113 010 072 treasury shares.

    2.4.   Subsequent to the Repurchase, application will be made to the JSE for the delisting of the
           356 062 509 Shares.

    2.5.   The date upon which the Repurchase is to be made will be as soon as possible after
           compliance with all required formalities, including obtaining the approval of the shareholders
           of Ingenuity at a general meeting expected to be held on Friday, 12 July 2019 (“General
           Meeting”), as set out in paragraph 6 below.

3. Impact of the Repurchase on financial information

   The impact of the Repurchase has been investigated and the board of directors of Ingenuity can
   confirm that the implementation of the Repurchase has the following impact on the financial
   information of Ingenuity:

    3.1.   a decrease in cash/increase in borrowings of R384 547 509-72; and
    3.2.   a decrease in the number of issued Shares from 1 193 888 216 Shares to 837 825 707 Shares.

4. Source of funding

   The Repurchase will be funded from a combination of existing cash resources and additional
   borrowing facilities.

5. Independent expert report

   As required in terms of the Companies Act and Regulations, an independent board of Ingenuity
   directors (the “Independent Board”) has been constituted for the purpose of evaluating the terms
   of the Repurchase. The Independent Board comprises Rodney Squire-Howe, Raymond Selwyn Schur
   and Mark Wagenheim.

   As the Repurchase is in respect of more than 5% of Ingenuity’s Shares in issue, an independent
   expert’s opinion is required in terms of section 114 of the Companies Act. The Independent Board
   has appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to provide
   appropriate external advice in the form of an independent report as prescribed by the Companies
   Act in relation to the Repurchase (the “Independent Expert Report”). The Independent Expert
   Report, together with the views of the Independent Board, will be detailed in a circular to

6. Posting of circular and notice of General Meeting

   Shareholders are advised that a circular setting out full details of the Repurchase, incorporating the
   Independent Expert Report and a notice convening the General Meeting, is expected to be posted to
   shareholders on or about Thursday, 13 June 2019.

7. Salient dates and times

   The salient dates and times for the Repurchase and the General Meeting are as follows:

     Last day to trade to be entitled to attend, participate and vote at the          Tuesday, 2 July
     General Meeting
     Record date to be entitled to attend, participate and vote at the General         Friday, 5 July
     Forms of proxy to be received by 09h00 on                                     Wednesday, 10 July
     General Meeting to be held at 09h00 on                                           Friday, 12 July
     Results of the General Meeting to be released on SENS on                         Friday, 12 July
     Cancellation and delisting of 356 062 509 Shares on or about                     Monday, 22 July

   1. All times indicated above are South African times.
   2. These dates and times are subject to amendment. Any such amendment will be released on

Cape Town
17 April 2019

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking

Legal advisor
Webber Wentzel

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