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GRIT REAL ESTATE INCOME GROUP LIMITED - Distribution Of Circular And Notice Of General Meeting

Release Date: 11/09/2019 08:00
Code(s): GTR     PDF:  
 
Wrap Text
Distribution Of Circular And Notice Of General Meeting

GRIT REAL ESTATE INCOME GROUP LIMITED
(Registered by continuation in the Republic of
Mauritius)
(Registration number: C128881 C1/GBL)
SEM share code: DEL.N0000
JSE share code: GTR
LSE share code: GR1T
ISIN: MU0473N00036
(“Grit” or the “Company”)


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


Grit Real Estate Income Group is a leading pan-African real estate company focused
on investing in and actively managing a diversified portfolio of quality assets
underpinned by predominantly US$ and Euro denominated long-term leases with high
quality multi-national tenants.

Further to the Voluntary Trading Update issued by the Company on 26 June 2019, the
board of directors of Grit (“Directors” or “Board”), following consultation with its
advisors, is seeking authority from its shareholders to issue, subject to market
conditions, up to 280 million ordinary no par value shares in the issued share capital
of Grit (“Shares”) in connection with a placing, offer for subscription and intermediaries
offer of Shares (“Issue”). The Issue will require a specific authority to issue shares for
cash in terms of the JSE Listings Requirements.

The Directors are also seeking approval from Shareholders for Sir Samuel Jonah’s
appointment as a non-executive Director to the Board (“Board Appointment”) as
announced by the Company on 22 February 2019.

Capitalised terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meaning ascribed to them in the Circular.

PIPELINE OF POTENTIAL INVESTMENTS

Grit is undertaking the proposed Issue to support its strategic objectives, including its
growth aspirations, through the conversion of its current and future investment
pipeline. The Company also intends to reduce its bank debt in line with the Company’s
overall gearing target of between 35% to 40% loan to value.

Grit has a significant and growing identified pipeline of attractive potential investment
opportunities from existing tenants and other multi-national companies operating
across the African continent, predominantly in the industrial, corporate
accommodation and hospitality sectors.

All potential investments are carefully considered by the Investment Committee and
are consistent with the Company's existing strategy with targeted acquisitions seeking
to largely replicate the characteristics of the existing portfolio while at the same time
deepening existing relationships with global tenants.

Grit’s strengthened financial position will additionally enable the Company to partake
in the prefunding of selected projects, with largely mitigated development risk,
resulting in the potential for future higher growth rates in net asset value and increasing
total Shareholder returns.

There are currently thirteen identified targeted acquisitions valued in excess of
US$470 million across both completed asset acquisitions and development
opportunities of which the first, Club Med Senegal, was announced on the 24 July
2019. All other targeted acquisitions are under exclusivity agreements and are subject
to, inter alia, Shareholder approval of the Issue and successful raise of proceeds (there
is no guarantee that the targeted acquisitions will ultimately be implemented). Further
details are contained in the Circular referred to below.

The Issue Price will not be less than the most recently published net asset value per
Share in US$ at the time of the Issue, adjusted for any dividends declared at that date.
There will be no dilutive effect on the net asset value per Share as a result of the Issue.

BENEFITS OF THE ISSUE

The Board believes that the continued growth of the Company’s portfolio via the Issue
will:
•   allow the Company to capitalise further on its identified pipeline of attractive near-
    term investment opportunities;
•   be accretive to earnings once the net proceeds of the Issue are fully invested;
•   further enhance the quality and diversification of the portfolio in terms of tenant,
    geographic and sector exposures;
•   broaden the Company's investor base, and enhance the size and liquidity of the
    Company's share capital; and
•   spread the fixed operating costs over a larger capital base, thereby reducing the
    Company's ongoing charges ratio.

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

A circular (“Circular”), detailing the Issue and the Board Appointment, will be
distributed to Shareholders today, Wednesday, 11 September 2019. The Circular also
incorporates a notice convening a general meeting of Shareholders (“General
Meeting”). A copy of the Circular will also be available on the Company’s website:
http://grit.group

Notice is hereby given that the General Meeting will be held at 10:00 (Mauritian time)
(08:00 South African time and 07:00 UK time) on Friday, 11 October 2019 at the offices
of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity,
Ebéne, 72201, Mauritius, to consider and, if deemed fit, to pass, with or without
modification, the requisite resolutions required for the Issue and the Board
Appointment.

The Circular is available in English only. Copies may be obtained during normal
business hours from the registered office of the Company at c/o International Fund
Services Limited, Level 5, Alexander House, 35 Cybercity, Ebéne, 72201, Mauritius,
from the offices of the Company’s sponsor, PSG Capital at 1st Floor, Ou Kollege
Building, 35 Kerk Street, Stellenbosch, 7600, South Africa and at 2 nd Floor, Building 3,
11 Alice Lane, Sandton, 2196 South Africa and from the offices of Stephenson
Harwood LLP at 1 Finsbury Circus, London EC2M 7SH, United Kingdom, from
Wednesday, 11 September 2019 until Friday, 11 October 2019 (both days inclusive).

DIRECTORS’ RECOMMENDATION

The Directors have considered the terms and conditions of the Issue and the
appointment of Sir Samuel Jonah as a non-executive Director and have considered
the resolutions set out in the Notice of General Meeting and are of the opinion that
they are in the interests of Shareholders.

The Directors recommend that Shareholders vote in favour of the resolutions to be
proposed at the General Meeting.

The Directors, in their personal capacities, intend to vote the Shares beneficially
owned by them in favour of the resolutions to be proposed at the General Meeting.

IMPORTANT DATES AND TIMES

Shareholders are referred to the table below setting out important dates and times in
relation to the General Meeting.

                                                                               2019

 Record date to determine which Shareholders are eligible                      Friday, 6 September
 to receive the Circular

 Circular posted to Shareholders and announced on                              Wednesday, 11 September
 SENS, on the SEM website and on the Regulatory                                        
 Information Service

 Last day to trade in order to be eligible to vote at the                      Tuesday, 1 October
 General Meeting

 Record date to be eligible to vote at the General Meeting                     Friday, 4 October

 Latest date and time for holders of Depositary Interests                      07:00 UK time on
 on the UK Register to lodge UK Forms of Direction in                          Tuesday, 8 October
 respect of the General Meeting

 Latest date and time for Certificated Shareholders on the                     07:00 UK time on
 UK Register to lodge UK Forms of Proxy in respect of the                      Wednesday, 9 October
 General Meeting

 Latest date and time for Shareholders on the Mauritian                        10:00 Mauritian time on
 Register to lodge Mauritian Forms of Proxy in respect of                      Wednesday, 9 October
 the General Meeting

 Latest date and time for Certificated Shareholders and                        08:00 South African time
 Dematerialised Shareholders with Own-name                                     on Wednesday, 9 October
 Registration on the South African Register to lodge South                                
 Africa Forms of Proxy in respect of the General Meeting

 General Meeting to be held at 10:00 (Mauritian time)                          Friday, 11 October
 (08:00 South African time and 07:00 UK time)

 Publication of results of the General Meeting                                 Friday, 11 October


Notes:
1.   The above dates and times are subject to amendment. Any such amendment will be released on
     SENS, the SEM website and via RIS.
2.   Shareholders are referred to page 1 of the Circular for information on the action required by them
     in respect of the General Meeting.

By order of the Board

11 September 2019

FOR FURTHER INFORMATION PLEASE CONTACT:
Grit Real Estate Income Group Limited
Bronwyn Corbett, Chief Executive Officer                     +230 269 7090
Darren Veenhuis, Head of Investor Relations                  +44 779 512 3402
Morne Reinders, Investor Relations                           +27 82 480 4541

Maitland/AMO – Communications Adviser
James Benjamin                                               +44 20 7379 5151
Vikki Kosmalska                                              Grit-maitland@maitland.co.uk
Jason Ochere

finnCap Ltd – UK Financial Adviser
William Marle / Scott Mathieson / Matthew Radley (Corporate  +44 20 7220 5000
Finance)
Mark Whitfeld (Sales)                                        +44 20 3772 4697
Monica Tepes (Research)                                      +44 20 3772 4698

Perigeum Capital Ltd – SEM Authorised Representative
and Sponsor
Shamin A. Sookia                                             +230 402 0894
Kesaven Moothoosamy                                          +230 402 0898

PSG Capital – JSE Sponsor and Corporate Adviser
David Tosi                                                   +27 21 887 9602

The Company’s LEI is: 21380084LCGHJRS8CN05

NOTES:
Grit Real Estate Income Group Limited is a leading pan-African real estate company
focused on investing in and actively managing a diversified portfolio of assets in
carefully selected African countries (excluding South Africa). These high-quality
assets are underpinned by predominantly US$ and Euro denominated long-term
leases with a wide range of blue-chip multi-national tenant covenants across a diverse
range of robust property sectors.

The Company is committed to delivering strong and sustainable income for
shareholders, with the potential for income and capital growth. The Company is
targeting total shareholder return inclusive of net asset value growth of 12.0% per
annum.*

The Company currently holds primary listings on both the Main Market of the London
Stock Exchange (LSE: GR1T) and on the Main Board of the Johannesburg Stock
Exchange (JSE: GTR), while its listing on the Official Market of the Stock Exchange of
Mauritius Ltd is termed as a secondary listing (SEM: DEL.N0000).

Further information on the Company is available at http://grit.group/

*This is a target only and not a profit forecast, there can be no assurance that it will be
met.

Directors:
Peter Todd+ (Chairman), Bronwyn Corbett (Chief Executive Officer)*, Leon van de
Moortele (Chief Financial Officer)*, Ian Donald Macleod+, Nomzano Radebe,
Catherine McIlraith+, David Love+, Sir Samuel Esson Jonah+, and Bright Laaka
(Permanent Alternate Director to Nomzano Radebe)
(* Executive Director) (+ independent Non-Executive Director)
Company secretary: Intercontinental Fund Services Limited
Registered address: c/o Intercontinental Fund Services Limited, Level 5, Alexander
House, 35 Cybercity, Ebène, 72201, Mauritius
Transfer secretary (South Africa): Computershare Investor Services Proprietary
Limited
Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services
Limited
Corporate advisor and JSE sponsor: PSG Capital Proprietary Limited
Sponsoring Broker: Axys Stockbroking Ltd
SEM authorised representative and sponsor: Perigeum Capital Ltd

This notice is issued pursuant to the LSE Listing Rules, JSE Listings Requirements,
SEM Listing Rule 11.3 and the Mauritian Securities Act 2005. The Board of the
Company accepts full responsibility for the accuracy of the information contained in
this communiqué.
Date: 11/09/2019 08:00:00
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