Equity raise: issuances of shares for cash to and transactions with related parties
LIGHTHOUSE CAPITAL LIMITED
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number: C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: LTE
(“Lighthouse” or “the Company”)
EQUITY RAISE: ISSUANCES OF SHARES FOR CASH TO AND TRANSACTIONS WITH RELATED PARTIES
1. Introduction and rationale
1.1. Shareholders are referred to the announcements of 18, 19 and 20 May 2020, in relation to the equity
raise conducted by the Company (the “Equity Raise”), entailing an issue of 600 million new
Lighthouse ordinary shares (“LTE Shares”) for cash or specified shares, on the basis announced.
1.2. The Company received cash subscriptions of circa ZAR267 million, including support from five
1.3. After implementation of the Equity Raise, the Company will hold circa 7.47% of the issued shares of
NEPI Rockcastle plc (“NRP”).
1.4. On 21 May 2020, Hammerson plc (“HMN”) announced that the Company’s investment in
Hammerson plc had increased to circa 10.31% of its issued shares. HMN owns and operates high-
quality flagship destinations, premium outlets and retail parks in the United Kingdom, Ireland and
France and has an investment portfolio of GBP8.3 billion as at 31 December 2019. HMN has a primary
listing on the LSE and a secondary listing on the JSE.
1.5. Implementation of components of the Equity Raise are subject to conditions including shareholder
approval at a general meeting of Lighthouse shareholders (the “General Meeting”). The acquisition of
NRP and HMN shares is in line with the Company’s investment policy of acquiring and investing
globally in listed real estate securities. NRP is the premier owner and operator of shopping centres in
Central and Eastern Europe, with a presence in nine countries and an investment portfolio of EUR6.3
billion as at 31 December 2019. NRP’s shares are listed on the JSE, Euronext Amsterdam and A2X.
2. Related parties
2.1. Pursuant to the Equity Raise, Lighthouse has conditionally agreed to issue 1 721 429 LTE Shares at a
cash price of ZAR7.00 per LTE share (“Cash Price”) to the following parties constituting related parties
under the JSE Listings Requirements and the SEM Listing Rules:
2.1.1. Thistle Trust, an associate of Mark Olivier, the chairman of the Company, proposes subscribing
for 221 429 LTE Shares; and
2.1.2. Boabab Consulting cc, an associate of Stephen Delport, the CEO of the Company, proposes
subscribing for 1 500 000 LTE Shares.
2.2. Pursuant to the Equity Raise, Lighthouse has conditionally agreed to acquire NRP shares and issue
12.45 LTE Shares per NRP share (the “NRP Swap Ratio”) to parties constituting related parties under
the JSE Listings Requirements and the SEM Listing Rules:
2.2.1. Resilient REIT Limited proposes to swap 27 861 446 NRP shares for 346 875 010 LTE Shares
(for an aggregate value at the Cash Price of ZAR2 428 125 070) in order to increase its
shareholding in Lighthouse from its current holding of circa 22% to a holding of 40% after
implementation of the Equity Raise;
2.2.2. Delsa Investments Proprietary Limited, the holder of circa 16% of Lighthouse shares in issue,
proposes to swap 5 000 000 NRP shares for 62 250 000 LTE Shares (for an aggregate value at
the Cash Price of ZAR435 750 000); and
2.2.3. Grace Investments One Nine Five Proprietary Limited and Fletcher Road Investments
Proprietary Limited, associates of Barry Stuhler, a director of the Company, propose to swap an
aggregate of 5 330 800 NRP shares for 66 368 460 LTE Shares (for an aggregate value at the
Cash Price of ZAR464 579 220).
2.3. In accordance with the JSE Listings Requirements and the SEM Listing Rules, the Lighthouse board of
directors will obtain an independent expert opinion on the fairness of transactions with and share
issuances to related parties.
2.4. The issuance of LTE Shares to related parties for cash is conditional on approval of the requisite
shareholders’ resolutions by a 75% majority. The acquisition of NRP shares from related parties is
conditional on approval of the requisite shareholders’ resolutions by a 50% majority. In both instances,
the majority required excludes any votes of the related party in question and its associates.
3. Additional information
3.1. The following profitability metrics are attributable to NRP for the year ended 31 December 2019 and
to HMN for the year ended 31 December 2019:
Distribution per share 56.33
Earnings per share 71.09
Headline earnings per share 51.42
Adjusted earnings per share 28.0
Loss per share (102.1)
Headline earnings per share 29.1
3.2. Subject to the requisite approvals, including regulatory approvals, the transactions with and issuances
to the related parties referred to in this announcement will be implemented within 7 days after the date
of the General Meeting.
3.3. Further information will be provided to shareholders in a circular to be posted within 60 days of the
date of this announcement, unless otherwise communicated on SENS and the SEM website.
22 May 2020
This notice is issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007. The Board accepts full responsibility for the accuracy of the information in this
SEM authorised representative
JSE sponsor and sponsor Company Secretary
Java Capital Perigeum Capital Intercontinental Trust Ltd
Tel: +27 11 722 3050 Tel: +230 402 0890 Tel: +230 403 0800
Date: 22-05-2020 03:03:00
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.