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ATLANTIC LEAF PROPERTIES LIMITED - Recommended cash acquisition of Atlantic Leaf by South Downs Investment LP

Release Date: 22/05/2020 17:01
Code(s): ALP     PDF:  
 
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Recommended cash acquisition of Atlantic Leaf by South Downs Investment LP

Atlantic Leaf Properties Limited
(Incorporated in Jersey)
(Registration Number: 128426)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
www.atlanticleaf.com
(“Atlantic Leaf” or the “Company”)


RECOMMENDED CASH ACQUISITION OF ATLANTIC LEAF BY SOUTH DOWNS INVESTMENT LP


1     INTRODUCTION

1.1      Shareholders of Atlantic Leaf (“Atlantic Leaf Shareholders”) are advised that on 22 May
         2020, Atlantic Leaf entered into an implementation agreement (the “Implementation
         Agreement”) with South Downs Investment LP (the “Offeror”), a wholly-owned subsidiary of
         investment funds managed by Apollo (as defined and further described in paragraph 3.1 of
         this announcement), and agreed the terms of a recommended cash acquisition pursuant to
         which the Offeror, subject to the fulfilment of the conditions described in paragraph 7 of this
         announcement (the “Conditions”), will acquire all the issued and to be issued share capital
         of Atlantic Leaf (“Atlantic Leaf Shares”) for an aggregate cash consideration of approximately
         GBP152 million (the “Acquisition”). Following completion of the Acquisition (the date on
         which completion occurs being, the “Completion Date”), the listing of the Atlantic Leaf Shares
         on the exchanges operated by JSE Limited (“JSE”) and the Stock Exchange of Mauritius Ltd
         (“SEM”) will be terminated at the commencement of trading on the JSE and the SEM,
         respectively, on the business day immediately after the Completion Date.

1.2      The Acquisition is intended to be implemented by way of a Jersey Court sanctioned scheme
         of arrangement under Article 125 of the Companies (Jersey) Law, 1991, as amended (the
         “Jersey Companies Law”) between Atlantic Leaf and Atlantic Leaf Shareholders
         (the “Scheme”). The Scheme will be a scheme of arrangement for purposes of paragraph
         1.17(b) of the Listings Requirements published by the JSE (“JSE Listings Requirements”).
         The Scheme is described in further detail in paragraph 6.1 of this announcement.

1.3      Under the terms of the Acquisition, which shall be subject to the Conditions and further terms
         set out in the circular to be despatched to Atlantic Leaf Shareholders in connection with the
         Acquisition (the “Circular”) in due course, each Atlantic Leaf Shareholder on the register of
         members of the Company at the record date and time for participation in the Scheme (the
         “Scheme Record Time”) shall be entitled to receive:

                for each Atlantic Leaf Share               80.5 GBP pence

         (the “Scheme Consideration”), which Scheme Consideration is ex the 4.5 GBP pence
         (gross) per Atlantic Leaf Share distribution (being R1.02 per Atlantic Leaf Share) as
         announced by the Company on 12 May 2020 that will be paid to Atlantic Leaf Shareholders
         on or around 25 May 2020 (the “May 2020 Distribution”). When aggregated with the May
         2020 Distribution, an Atlantic Leaf Shareholder will, in respect of each Atlantic Leaf Share,
         receive 85.0 GBP pence, comprising the 80.5 GBP pence Scheme Consideration and 4.5
         GBP pence May 2020 Distribution.

1.4      Atlantic Leaf does not intend to declare any further dividend, distribution or return in value in
         respect of the Atlantic Leaf Shares prior to the date upon which the Scheme becomes effective
         in accordance with its terms (“Effective Date”), anticipated to be on or about 4 August 2020.
         However, if on or after the date of this announcement and on or prior to the Effective Date any
         dividend, distribution or return in value is declared, made or paid by Atlantic Leaf in respect of
         the Atlantic Leaf Shares, the Scheme Consideration shall be reduced by the amount of such
         dividend, distribution or return in value. In such circumstances, Atlantic Leaf Shareholders
         would be entitled to retain any such dividend, distribution or return in value declared, made or
         paid.

1.5      The Acquisition values the entire issued and to be issued share capital of Atlantic Leaf at
         approximately GBP152 million. As at the close of markets on 21 May 2020, being the last
         business day prior to the date of this announcement, the Scheme Consideration of 80.5 pence
         was equivalent to R17.30 per Atlantic Leaf Share based on the GBP/Rand exchange rate of
         21.49, which represents a premium of approximately:


                                   Atlantic Leaf share       Atlantic Leaf clean                    Scheme
                                    price as at 21 May         share price as at             Consideration
                                                  2020               21 May 2020               premium (%)
                                              (note 1)                  (note 2)                  (note 3)


                 Closing share
                         price                  R13.00                    R13.00                   33.06%


                   30-day VWAP                  R12.99                    R11.97                   44.46%

        Notes:

        1.   The closing middle market price of an Atlantic Leaf Share at 21 May 2020 and volume-weighted
             average price per Atlantic Leaf Share for the 30-trading day period up to and including 21 May 2020,
             being the last business day prior to the date of this announcement, as derived from TBO.

        2.   The Atlantic Leaf Share price less the May 2020 Distribution (the “Atlantic Leaf clean share
             price”). The Atlantic Leaf Share traded ex entitlement to the May 2020 Distribution with effect from
             20 May 2020, and accordingly no adjustment is made to the closing share price as at 21 May 2020
             to arrive at the clean price. The 30-day VWAP has been calculated by deducting the May 2020
             Distribution from the Atlantic Leaf Share price for trades prior to 20 May 2020, from which date the
             Atlantic Leaf Share traded ex entitlement to the May 2020 Distribution.

        3.   The premium/(discount) of the Scheme Consideration (converted into Rand at the GBP/Rand
             exchange rate at the close of markets on 21 May 2020, being R21.4887) relative to the Atlantic Leaf
             clean share price.

1.6      The Independent Board (as defined in paragraph 11.1 of this announcement) is in support of
         the Acquisition, as further described in paragraph 11 of this announcement.

2     INFORMATION ABOUT ATLANTIC LEAF AND RATIONALE FOR THE ACQUISITION

2.1      Atlantic Leaf was first established in Mauritius in 2013 and listed on the Official List of the
         SEM in order to take advantage of Mauritius’s business friendly infrastructure and tax regime
         (including double tax agreements with many jurisdictions), and to gain access to a global
         investor base of managed funds, high net worth individuals and other sources of capital.

2.2      Atlantic Leaf subsequently executed an inward listing of Atlantic Leaf Shares on the JSE in
         order to: provide an additional source of capital to fund its growth aspirations; enhance
         potential investors’ awareness of the Company; improve the depth and spread of the
         shareholder base, thereby improving liquidity in the trading of Atlantic Leaf Shares; provide
         investors, both institutional and private, with the opportunity to participate directly in the
         income streams and future capital growth of the Company; and provide investors with an
         additional market for trading the Atlantic Leaf Shares.

2.3      Atlantic Leaf has historically been successful in attracting capital from investors, both current
         and new, and as a result grew the portfolio to approximately GBP334.9 million. Since
         inception, Atlantic Leaf’s management team has sought to acquire assets that provide future
         asset management opportunities which in turn support future net asset value growth while
         also protecting underlying asset values.

2.4      Although facing various challenges in the United Kingdom (“UK”) real estate market, Atlantic
         Leaf has consistently been able to generate attractive dividend returns by ensuring that it
         acquired well tenanted, strategically located assets that have offered rental growth.
 
2.5      Atlantic Leaf’s underlying asset base is relatively defensive. However, the challenging market
         environment in both South Africa and the United Kingdom has resulted in sector withdrawals
         from institutional investors and limited support for capital raises. This has put pressure on
         Atlantic Leaf’s share price, which has in turn made it uneconomic to raise new equity capital
         to fund portfolio growth. In addition, Atlantic Leaf’s share price has recently suffered due to
         the limited liquidity of its shares, specifically as a small cap stock, and the publicly stated
         intention of its largest shareholder, Vukile Property Fund Limited, to dispose of its stake in
         Atlantic Leaf in the near term.

2.6      The UK has also seen continued market uncertainty, particularly surrounding Brexit, which is
         likely to persist until negotiations are further progressed with the European Union. This
         uncertainty has put strain on the property sector in general, although industrial assets have
         remained more resilient having benefited from changes in consumer behaviour as a
         consequence of e-commerce, which has in turn led to increased occupier demand for
         industrial warehousing.

2.7      The Covid-19 pandemic has added further uncertainty. Shares in listed property companies
         have fallen considerably in price. The wider property sector is expected to face continued
         headwinds in the near future, which could result in potential downward pressure on underlying
         rents and asset valuations. It can be expected that any potential recovery in share prices is
         likely to occur first in larger and more liquid companies. Given their relative illiquidity, the
         Atlantic Leaf Shares are therefore potentially less likely to re-rate as quickly as those of more
         liquid peers.

2.8      Whilst the board of directors of Atlantic Leaf (the “Atlantic Leaf Board”) remains confident
         regarding the underlying strength and prospects of the business, it has considered the terms
         of the Acquisition in the context of the dynamics described above, amongst other
         considerations. The Independent Directors believe that the Acquisition provides Atlantic Leaf
         Shareholders with a fair and reasonable consideration for their Atlantic Leaf Shares, and
         represents an attractive opportunity to realise their investments in the near term, in cash, and
         at a significant premium to the price at which Atlantic Leaf Shares have traded over an
         extended period of time, as described in paragraph 1.5 of this announcement.

3     INFORMATION ABOUT APOLLO AND REASONS FOR THE ACQUISITION

3.1      The Offeror is indirectly owned by Apollo European Principal Finance Fund III (Dollar A), L.P.,
         Apollo European Principal Finance Fund III (Master Dollar B), L.P. and Apollo European
         Principal Finance Fund III (Master Euro B), L.P. (collectively, “EPF III”). EPF III is one of the
         investment funds, separate accounts and vehicles (the “Apollo Funds”) managed or sub-
         advised by Apollo Global Management, Inc. and its subsidiaries from time to time (“Apollo”).

3.2      Founded in 1990, Apollo is a publicly listed (NYSE:APO) leading global alternative investment
         manager. Apollo has assets under management of approximately USD$316 billion as of 31
         March 2020, including investments in private equity, credit assets, and real assets, and a team
         of over 450 investment professionals located in 16 offices.

3.3      The Apollo Funds bring a sizeable capital base, access to captive funding and execution
         resources and deep experience of investing in real assets portfolios. Capital for the funding
         of the Acquisition will be provided by EPF III, which was created with total equity commitments
         of approximately USD$4.6 billion. Along with over €4.6 billion of equity invested by its
         predecessor funds, Apollo European Principal Finance Funds I and II (together with EPF III,
         “Apollo EPF”), this makes Apollo EPF one of the largest investors in real assets across
         Europe.

3.4      Apollo EPF has been an active investor in the UK real estate sector since 2007 through a
         wide range of investment types and is therefore highly experienced and proficient in
         underwriting and completing transactions in this sector.

3.5      Apollo believes that Atlantic Leaf, as a UK REIT focused predominantly on investments in the
         industrial and logistics sector of the UK market, is complementary to the Apollo Funds’ existing
         real estate holdings. With its deep and flexible capital base overseen by a team of experienced
         real estate professionals, the Apollo Funds will be able to support the Company in the next
         phase of its growth.

4     ATLANTIC LEAF BOARD CHANGES, MANAGEMENT AND EMPLOYEES

4.1      The Offeror intends for Atlantic Leaf to remain an externally managed vehicle with no
         employees following the completion of the Acquisition and it is currently anticipated that a new
         management company will be incorporated by members of the existing management team
         (the “Existing Management Team”) to act as the external manager after the Completion
         Date. The Offeror also expects the business to remain domiciled in Jersey.

4.2      The Offeror intends for Atlantic Leaf’s executive directors, namely Paul Leaf-Wright and Mark
         Pryce (the “Executive Directors”), to remain in their roles as chief executive officer and
         financial director, respectively, of Atlantic Leaf following the Completion Date and to continue
         leading the growth of the Company going forward, alongside the Offeror’s nominated directors
         as referred to in paragraph 4.4 of this announcement.

4.3      Under the terms of the Implementation Agreement, one of Peter Bacon (the independent non-
         executive chairman) or Charles Butler (independent non-executive director) will remain on the
         Atlantic Leaf Board until the Completion Date to oversee the implementation of the
         Acquisition, together with the Executive Directors.

4.4      Furthermore, under terms of the Implementation Agreement, on the Effective Date the Offeror
         will be entitled to nominate up to three persons for appointment as directors of Atlantic Leaf
         (the “Offeror Nominated Directors”). Accordingly, during the period from the Effective Date
         to the Completion Date, the Atlantic Leaf Board will comprise Paul Leaf-Wright, Mark Pryce,
         either Peter Bacon or Charles Butler and up to three Offeror Nominated Directors. The Offeror
         Nominated Directors will not be involved in the implementation of the Acquisition during the
         period from the Effective Date to the Completion Date.

4.5      Atlantic Leaf’s other existing non-executive directors, namely, Peter Bacon or Charles Butler
         (as the case may be), Laurence Rapp, Cleopatra Folkes, Nicholas Winearls and Rudolf
         Pretorius will resign as directors of Atlantic Leaf with effect from the Effective Date. Peter
         Bacon or Charles Butler (as the case may be), will resign as a director of Atlantic Leaf on the
         Completion Date.

5     DISTRIBUTIONS

5.1      The Scheme Consideration of 80.5 GBP pence is ex the May 2020 Distribution of the 4.5 GBP
         pence (gross) per Atlantic Leaf Share distribution (with the Rand equivalent therefore being
         R1.02 per Atlantic Leaf Share) as announced by the Company on 12 May 2020.

5.2      The Atlantic Leaf Board does not intend to declare any further dividend, distribution or return
         in value in respect of the Atlantic Leaf Shares prior to the Effective Date. If the Atlantic Leaf
         Board announces any further dividend, distribution or return in value in respect of the Atlantic
         Leaf Shares on or before the Effective Date, that is permitted under the terms of the
         Implementation Agreement, the Scheme Consideration will be reduced further by the amount
         of such dividend, distribution or return in value and Atlantic Leaf will issue an announcement
         on SENS and the SEM Website and publish such changes to the Scheme Consideration on
         its website at www.atlanticleaf.com.

5.3      Further details of the Scheme Consideration is set out in paragraphs 1.3 to 1.5 and 6.2 of this
         announcement.

6       SALIENT TERMS OF THE ACQUISITION

6.1      Scheme

6.1.1       It is intended that the Acquisition shall be effected by means of a Jersey Court sanctioned
            scheme of arrangement between Atlantic Leaf and Scheme Shareholders (as defined
            below) under Article 125 of the Jersey Companies Law.

6.1.2       The purpose of the Scheme is to provide for the Offeror to become the holder of the entire
            issued and to be issued share capital of Atlantic Leaf. This is to be achieved by the transfer
            of the Atlantic Leaf Shares in issue at the Scheme Record Time to the Offeror, in
            consideration for which the Atlantic Leaf Shareholders who are recorded on the register of
            members of the Company at the Scheme Record Time (together with any subsequent
            holder of such Atlantic Leaf Shares who shall be treated as being, or shall have agreed in
            writing to be, bound by the Scheme, the “Scheme Shareholders”), shall receive the
            Scheme Consideration on the basis set out in paragraphs 1.3 to 1.5 and 6.2 of this
            announcement.

6.1.3       The Acquisition and the Scheme will be subject to the fulfilment or, if capable of waiver,
            waiver by the Offeror (as the case may be) of the Conditions referred to in paragraph 7 of
            this announcement and the other conditions and further terms of the Acquisition as
            described or referred to in the Circular.

6.1.4       If the Scheme becomes effective in accordance with its terms it will be binding on all
            Scheme Shareholders irrespective of whether or not they attended and voted at the
            meeting of Atlantic Leaf Shareholders (or any adjournment thereof) convened with the
            permission of the Royal Court of Jersey (the “Court”) pursuant to Article 125(1) of the
            Jersey Companies Law for the purpose of considering and, if thought fit, approving, with
            or without modification, the Scheme (the “Scheme Meeting”).

6.1.5       If and to the extent that any of the Executive Directors, management and management
            related shareholders are instructed by the Offeror not to vote at the Scheme Meeting, they
            have undertaken (i) not to exercise or procure the exercise of the voting rights attaching to
            their Atlantic Leaf Shares on the resolution to approve the Scheme but (ii) nonetheless to
            be bound by the terms of the Scheme and further in accordance with the terms of the
            Scheme they will be treated as a Scheme Shareholder and each of them will be subject to
            and be bound by the Scheme on and from the Effective Date. Atlantic Property Investments
            Limited (“APIL”), a shareholder of Atlantic Leaf and a company associated with the existing
            external asset manager of Atlantic Leaf is also expected to enter into a similar undertaking
            in relation to its shareholding in the Company.

6.1.6       The Scheme shall become unconditional and effective in accordance with its terms on the
            date of delivery to the Registrar of Companies in Jersey (the “Jersey Registrar”) of the
            order of Court sanctioning the Scheme, which is expected to take place on or around
            4 August 2020 on the current indicative timetable.

6.1.7       Following the Effective Date, the Acquisition will be implemented in accordance with the
            usual timetable and procedures prescribed by the JSE Listings Requirements.
            Accordingly, in order to comply with the JSE Listings Requirements which requires Atlantic
            Leaf to afford Atlantic Leaf Shareholders the ability to trade their holdings of Atlantic Leaf
            Shares on the Main Board of the JSE and the Official List of the SEM for a minimum period
            of five business days after the date of publication of the finalisation announcement in
            respect of the Scheme, which is expected to be on or about 4 August 2020 on the current
            indicative timetable, completion of the Acquisition is expected to occur on or around
            17 August 2020, being nine business days after the Effective Date.

6.1.8       On completion of the Acquisition:

6.1.8.1        the Offeror will become the legal and beneficial holder of all the Atlantic Leaf Shares in
               issue at the Scheme Record Time; and
6.1.8.2        in consideration for the Acquisition, each Scheme Shareholder will be entitled to receive
               the Scheme Consideration in respect of each Atlantic Leaf Share held at the Scheme
               Record Time, on the basis set out in paragraphs 1.3, 1.4 and 6.2 of this announcement.

6.1.9       Subject to the Scheme becoming effective, it is expected that the listing of the Atlantic Leaf
            Shares on the Main Board of the JSE and the Official List of the SEM will be terminated at
            the commencement of trading on the JSE and the SEM, respectively, on the business day
            immediately after the Completion Date.

6.2       Scheme Consideration

6.2.1       The Scheme Consideration will be an amount equal to 80.5 GBP pence for each Atlantic
            Leaf Share held by Scheme Shareholders at the Scheme Record Time. This amount, when
            aggregated with the May 2020 Distribution of 4.5 GBP pence (gross) per Atlantic Leaf
            Share to be paid to Atlantic Leaf Shareholders on or around 25 May 2020 amounts to an
            aggregate of 85.0 GBP pence.

6.2.2       If, on or after the date of this announcement and on or prior to the Effective Date, any
            further dividend, distribution or return in value (other than the May 2020 Distribution) is
            declared is made or paid by Atlantic Leaf in respect of the Atlantic Leaf Shares (as
            permitted under the terms of the Implementation Agreement), the Scheme Consideration
            shall be reduced by the amount of such dividend, distribution or return in value. In such
            circumstances, Scheme Shareholders would be entitled to retain any such dividend,
            distribution or return in value declared, made or paid.

6.2.3       Scheme Shareholders that are registered on the South African share register at the
            Scheme Record Time will receive the Scheme Consideration in Rand in an amount
            equivalent to the GBP amount to be paid in respect of each Atlantic Leaf Share (and for
            this purpose the GBP denominated Scheme Consideration will be converted to Rand at
            the spot closing mid-point rate for a transaction between Rand and GBP on the Effective
            Date, as quoted by the Financial Times, UK edition or, if no such rate is quoted on that
            date, on the preceding date on which such rate is quoted, which rate will be published in
            the finalisation announcement to be published on the Effective Date).

6.2.4       Scheme Shareholders that are registered on the Mauritian share register at the Scheme
            Record Time will receive the Scheme Consideration in GBP.

6.2.5       Details on the GBP/Rand exchange rate applicable to the Scheme Consideration will be
            included in the finalisation date announcement published on SENS and the SEM Website
            on the Effective Date.

6.3       Funding of the Scheme Consideration

6.3.1       The Scheme Consideration to be paid by the Offeror in cash will be funded by equity
            funding to be invested by EPF III in the Offeror.

6.3.2       The directors of South Downs Investment Limited (the “Offeror GP Directors”), being the
            general partner of the Offeror, have confirmed that sufficient financial resources are
            available to satisfy the Scheme Consideration payable by the Offeror under the terms of
            the Acquisition. The Offeror has furnished Atlantic Leaf with a commitment letter issued by
            EPF III for the benefit of the Offeror.

6.3.3       Lazard & Co., Limited, as financial advisor to the Offeror, is satisfied that sufficient financial
            resources are available to the Offeror to enable it to satisfy in full the Scheme
            Consideration payable by the Offeror under the terms of the Acquisition.

6.4       Implementation Agreement

6.4.1       Atlantic Leaf and the Offeror entered into the Implementation Agreement on 22 May 2020
            to regulate the implementation of the Acquisition. Pursuant to the terms of the
            Implementation Agreement:

6.4.1.1        Atlantic Leaf has agreed to use its reasonable endeavours to secure the regulatory
               clearances and approvals necessary to implement the Acquisition as soon as
               reasonably practicable;

6.4.1.2        Atlantic Leaf and the Offeror have agreed to co-operate with each other, including
               provide all relevant information, in order to obtain such regulatory clearances and
               approvals and prepare the documents relating to the Acquisition;

6.4.1.3        Atlantic Leaf and the Offeror currently intend to implement the Acquisition by way of the
               Scheme, however, in certain circumstances, the Offeror may elect to implement the
               Acquisition by way of a takeover offer (as defined in Article 116 of the Jersey
               Companies Law) and Atlantic Leaf shall agree to such election subject to and in
               accordance with the terms of the Implementation Agreement;

6.4.1.4        the Offeror has undertaken to be bound by the Scheme (subject to satisfaction or waiver
               of certain Conditions) and has entered into certain obligations in relation to its rights
               under a commitment letter issued by EPF III including in relation to satisfying payment
               of the Scheme Consideration;

6.4.1.5        Atlantic Leaf has provided certain warranties to the Offeror regarding the title and
               ownership of its assets, and general warranties regarding its business and affairs;

6.4.1.6        Atlantic Leaf has undertaken to the Offeror that it will comply with certain customary
               restrictions relating to the management and operation of its business in the period
               between the date of the Implementation Agreement and the Completion Date; and

6.4.1.7        Atlantic Leaf has provided customary exclusivity and non-solicitation undertakings to
               the Offeror.

6.4.2       The Implementation Agreement shall terminate in certain circumstances, the principal of
            which may be summarised as follows:

6.4.2.1        if the Effective Date has not occurred on or before 15 October 2020 (as may be
               extended pursuant to the terms of the Implementation Agreement) (the “Long Stop
               Date”);

6.4.2.2        on the delivery of a written notice by the Offeror to Atlantic Leaf, if: (a) the Independent
               Expert Report is not received by the Independent Directors by the latest date provided
               for this purpose in the Implementation Agreement; (b) upon receipt, the Independent
               Expert Report does not confirm that the Acquisition is fair and reasonable insofar as
               Atlantic Leaf and Atlantic Leaf Shareholders as a whole are concerned resulting in any
               regulatory approval not being obtained; (c) if the Acquisition is implemented by way of
               the Scheme, the unanimous and unconditional recommendation by the Independent
               Directors to Atlantic Leaf Shareholders regarding the Acquisition is not included in the
               Circular; (d) if the Acquisition is implemented by way of an Offer, the Independent
               Directors withdraw, qualify or modify their recommendation to Atlantic Leaf
               Shareholders regarding the Acquisition; (e) a competing proposal is recommended by
               the Atlantic Leaf Board or the Independent Directors (as the case maybe) to Atlantic
               Leaf Shareholders; or (f) Atlantic Leaf has breached the exclusivity and non-solicitation
               undertakings contained in the Implementation Agreement;

6.4.2.3        if a competing proposal completes, becomes effective or is declared wholly
               unconditional in all respects;

6.4.2.4        on the delivery of a written notice by the Offeror to Atlantic Leaf, if any Condition which
               has not been waived is (or becomes) incapable of satisfaction, or if any Condition
               incapable of waiver is incapable of satisfaction, in each case, on or before the Long
               Stop Date;

6.4.2.5        on the delivery of a written notice by the Offeror to Atlantic Leaf, if: (a) the hearing of
               the Court at which the Court will be invited to grant its permission to convene the
               Scheme Meeting and provide directions in connection with the Circular is not held by
               the latest date provided for this purpose in the Implementation Agreement; (b) the
               Circular is not despatched to Atlantic Leaf Shareholders within the timeframe set out in
               the Implementation Agreement; (c) the Scheme Meeting is not held by the latest date
               provided for this purpose in the Implementation Agreement; or (d) the Court Hearing
               (as defined in paragraph 7.1.3 of this announcement) is not held by the latest date
               provided for this purpose in the Implementation Agreement; or (e) if the Scheme is
               approved by Atlantic Leaf Shareholders at the Scheme Meeting, but Atlantic Leaf does
               not attend the Court Hearing;

6.4.2.6        if (a) the Scheme is not approved by the requisite majorities of Atlantic Leaf
               Shareholders at the Scheme Meeting; (b) the Scheme is not sanctioned by the Court
               at the Court Hearing; or (c) a copy of the order of the Court sanctioning the Scheme
               under Article 125(2) of the Jersey Companies Law (the “Court Order”) is not delivered
               to the Jersey Registrar on or as soon as practicable after the business day immediately
               after the date of the Court Hearing (or such other date provided for this purpose in the
               Implementation Agreement);

6.4.2.7        if the Acquisition lapses, terminates or is withdrawn prior to the Long Stop Date in
               accordance with its terms;

6.4.2.8        on the delivery of a written notice by the Offeror to Atlantic Leaf before the Scheme
               Meeting, if there has been: (a) a breach of any fundamental warranty or, subject to
               certain financial limitations, a breach of any business warranty, in each case, given by
               Atlantic Leaf at the date of the Implementation Agreement; (b) there shall occur any act
               or event at any time prior to the Court Hearing which would or might reasonably be
               expected to result, by reference to the facts and circumstances then existing, in a
               breach of any fundamental warranty, as if it was repeated at any time prior to the date
               of the Court Hearing; and/or (c) there has been a breach by Atlantic Leaf of any of the
               undertakings relating to the management and operation of its business contained in the
               Implementation Agreement, in each case, which is incapable of remedy or, if capable
               of remedy, is not remedied to the reasonable satisfaction of the Offeror within the time
               frames set out in the Implementation Agreement;

6.4.2.9        in the event of a material adverse effect after the date of the Implementation Agreement
               and before the date of the Court Hearing on the business, operations, assets, cash
               flows, liabilities, indebtedness, financial, taxation or trading position or profits of the
               Atlantic Leaf group taken as a whole, but not to the extent that such effect is attributable
               the Coronavirus disease 19 (COVID 19), provided that such COVID 19 resultant effect
               was not within the reasonable control of Atlantic Leaf and Atlantic Leaf took all
               reasonable steps to avoid or mitigate such effect; and

6.4.2.10       if any law or regulation has been enacted, promulgated, amended or lawfully applied
               by any regulatory authority after the date of the Implementation Agreement and has
               taken effect prior to the Effective Date, the effect of which would make the
               implementation of the Acquisition illegal or unenforceable.

6.4.3      If the Implementation Agreement terminates in certain circumstances, being principally
           where Atlantic Leaf has failed to comply with its material obligations under the
           Implementation Agreement as referred to above or where the Atlantic Leaf Board has
           recommended a competing proposal, Atlantic Leaf has agreed to pay to the Offeror a
           termination fee of an amount equal to 1% of the value attributable to the Acquisition.

7       CONDITIONS

7.1       The Acquisition is subject to the fulfilment (or, if capable of waiver, the waiver) of the following
          conditions:

7.1.1        the Scheme having been approved by a majority in number of those Atlantic Leaf
             Shareholders who are on the register of members of Atlantic Leaf at the voting record time,
             present and voting, either in person or by proxy, at the Scheme Meeting and any separate
             class meeting required by the Court or any adjournment thereof), representing not less
             than 75% of the voting rights of the Atlantic Leaf Shares voted by such shareholders;

7.1.2        the Scheme Meeting and any separate class meeting which may be required by the Court
             or any adjournment thereof being held on or before the 22 nd day after the expected date
             of the Scheme Meeting as set out in the Circular (or such later date, if any, as Atlantic Leaf
             and the Offeror may agree and the Court may allow);

7.1.3        the hearing at which the Court is requested to make an order sanctioning the Scheme
             under Article 125(2) of the Jersey Companies Law (the “Court Hearing”) (or any
             adjournment thereof) being held on or before the date immediately preceding the Long
             Stop Date (or such later date, if any, as Atlantic Leaf and the Offeror may agree and the
             Court may allow);

7.1.4        the Scheme having been sanctioned (with or subject to any modification, addition or
             condition which Atlantic Leaf and the Offeror may agree and which the Court approves) by
             the Court at the Court Hearing;

7.1.5        the Court Order being delivered to the Jersey Registrar on the business day immediately
             after the date of the Court Hearing (or such other date as agreed in writing by the Offeror);

7.1.6        the approval of the JSE and the SEM to the termination of the listing of all of the Atlantic
             Leaf Shares from the Main Board of the JSE and the Official List of the SEM respectively,
             by no later than the date of Court Hearing, such approval to be conditional only on
             confirmation to the JSE and the SEM that the Scheme has become effective in accordance
             with its terms; and

7.1.7        the Implementation Agreement not having been terminated in accordance with its terms at
             any time before the Court Hearing.

8       DELISTING ON THE JSE AND SEM

8.1       After the Effective Date applications will be made to the JSE and the SEM to terminate the
          listing of the Atlantic Leaf Shares on the Main Board of the JSE and the Official List of the
          SEM, respectively.

8.2       Subject to the Scheme becoming effective, it is expected that the listing of the Atlantic Leaf
          Shares on the Main Board of the JSE and the Official List of the SEM will be terminated at the
          commencement of trading on the JSE and the SEM, respectively, on the business day
          immediately after the Completion Date.

8.3       The last day to trade in the Atlantic Leaf Shares on the Main Board of the JSE and the Official
          List of the SEM is expected to be 18 August 2020, being 10 business days after the Effective
          Date and no transfers of Atlantic Leaf Shares shall be registered after 4.00 p.m. (UK time)
          (5.00 p.m. South African time / 7.00 p.m. Mauritian time) on that date.

9       IRREVOCABLE UNDERTAKINGS

9.1       As at the date of this announcement, the Offeror has received irrevocable undertakings from
          each Executive Director and each non-executive director of Atlantic Leaf who holds an interest
          in Atlantic Leaf Shares (being Laurence Rapp, Nicholas Winearls and Peter Bacon),
          (together, the “Atlantic Leaf Directors”), to vote (or to procure the voting) in favour of the
          Scheme at the Scheme Meeting in respect of his or her own beneficial holding of Atlantic Leaf
          Shares or other shares under the control of the respective director and certain other
          undertakings as referred to below, being an aggregate of 676,139 Atlantic Leaf Shares
          representing approximately 0.36% of the issued ordinary share capital of Atlantic Leaf on the
          day prior to the date of this announcement (the “Last Practicable Date”).

9.2       The Executive Director and non-executive director irrevocable undertakings referred to in
          paragraph 9.1 above (the “Atlantic Leaf Director Undertakings”) are not subject to any
          outstanding conditions and are of immediate effect. The Atlantic Leaf Director Undertakings
          include specific obligations and restrictions on the each of the directors with respect to the
          Atlantic Leaf Shares subject to such undertakings and also include certain non-solicitation
          provisions on each of these directors. The undertakings given by the non-executive directors
          shall lapse in the event that the Independent Board (as defined in paragraph 11.1 below) fails
          to recommend the Offer to shareholders (upon receipt of and having regard to the final opinion
          of the independent expert on the Offer. It is the intention of each of the Atlantic Leaf Directors
          who has provided the irrevocable undertakings to agree shortly after the publication of this
          announcement and after having complied with any regulatory requirements, to the extension
          of their respective Atlantic Leaf Director Undertakings (under the terms contained therein) to
          the Acquisition should it be implemented by way of an Offer.

9.3       As at and from publication of this announcement, each of Apollo or the Offeror (as the case
          may be) has received irrevocable undertakings from:

9.3.1      Vukile Property Fund Limited, a shareholder of Atlantic Leaf, to vote (or procure the voting)
           in favour of the Scheme at the Scheme Meeting in respect of 65,958,606 Atlantic Leaf
           Shares representing approximately 34.90% of the issued ordinary share capital of Atlantic
           Leaf on the Last Practicable Date;

9.3.2      Laurence Rapp to vote (or procure voting) in favour of the Scheme at the Scheme Meeting
           in respect of 133,900 Atlantic Leaf Shares representing approximately 0.07% of the issued
           ordinary share capital of Atlantic Leaf on the Last Practicable Date

9.3.3      Nicholas Winearls to vote (or procure the voting) in favour of the Scheme at the Scheme
           Meeting in respect of 32,059 Atlantic Leaf Shares representing approximately 0.02% of
           the issued ordinary share capital of Atlantic Leaf on the Last Practicable Date,

9.3.4      Peter Bacon to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting
           in respect of 190,228 Atlantic Leaf Shares representing approximately 0.10% of the issued
           ordinary share capital of Atlantic Leaf on the Last Practicable Date

9.3.5      certain members of the management team of Atlantic Leaf and their connected persons
           (being Shaun Fourie) to vote (or procure the voting) in favour of the Scheme at the Scheme
           Meeting in respect of 285,328 Atlantic Leaf Shares representing approximately 0.15% of
           the issued ordinary share capital of Atlantic Leaf on the Last Practicable Date;

9.3.6      Paul Leaf-Wright to vote (or procure the voting) in favour of the Scheme at the Scheme
           Meeting in respect of 297,502 Atlantic Leaf Shares in aggregate representing
           approximately 0.16% of the issued ordinary share capital of Atlantic Leaf on the Last
           Practicable Date;

9.3.7      LCIP (Pty) Ltd to vote (or procure the voting) in favour of the Scheme at the Scheme
           Meeting in respect of 5,662,266 Atlantic Leaf Shares representing approximately 3.00% of
           the issued ordinary share capital of Atlantic Leaf on the Last Practicable Date; and

9.3.8      Mark Pryce to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting
           in respect of 22,450 Atlantic Leaf Shares in aggregate representing approximately 0.01%
           of the issued ordinary share capital of Atlantic Leaf on the Last Practicable Date.

9.4     In addition, each of LCIP (Pty) Ltd and Shaun Fourie have agreed under the terms of their
        irrevocable undertakings to specific obligations and restrictions with respect to the Atlantic
        Leaf Shares which are subject to such undertakings and to certain non-solicitation provisions.
        APIL is also expected to enter into a similar undertaking in relation to its shareholding in the
        Company.

9.5     If and to the extent that any of the Executive Directors, management and management related
        shareholders are instructed by the Offeror not to vote at the Scheme Meeting, they have
        undertaken (i) not to exercise or procure the exercise of the voting rights attaching to their
        Atlantic Leaf Shares on the resolution to approve the Scheme but (ii) nonetheless to be bound
        by the terms of the Scheme and further in accordance with the terms of the Scheme they will
        be treated as a Scheme Shareholder and each of them will be subject to and be bound by the
        Scheme on and from the Effective Date.

9.6     The Existing Management Team have undertaken to use their reasonable endeavours to
        procure that APIL enters into an irrevocable undertaking in respect of the 9,448,825 Atlantic
        Leaf Shares it holds, representing approximately 5.00% of the issued ordinary share capital
        of Atlantic Leaf on the Last Practicable Date to vote (or procure the voting) in favour of the
        Scheme or, if instructed by the Offeror not to vote at the Scheme Meeting but nonetheless to
        undertake to be bound by the terms of the Scheme on and from the Effective Date

9.7     Accordingly, Atlantic Leaf Shareholders holding in aggregate 72,582,339 Atlantic Leaf Shares
        representing approximately 38.41% of the issued ordinary share capital of Atlantic Leaf on
        the Last Practicable Date have furnished irrevocable undertakings to vote (or procure the
        voting) in favour of the Scheme at the Scheme Meeting (or, in the event that the Acquisition
        is implemented by way of an Offer, to accept or procure acceptance of the Offer) and/or
        otherwise support implementation of the Acquisition as provided for in the terms contained
        therein.

10     BENEFICIAL INTEREST

       The Offeror has no beneficial interest, or options to purchase beneficial interests, in Atlantic Leaf
       that are held or controlled, directly or indirectly by the Offeror or any parties acting in concert with
       the Offeror.

11     INDEPENDENT DIRECTORS, INDEPENDENT EXPERT REPORT AND RECOMMENDATION

11.1      The Atlantic Leaf Board has designated its independent members, comprising Peter Bacon,
          Nicholas Winearls, Cleopatra Folkes, Rudolf Pretorius and Charles Butler (collectively the
          “Independent Board” and each an “Independent Director”), to consider the Acquisition and
          the Scheme Consideration and to make all decisions relevant to the Acquisition.

11.2      The Independent Board has appointed Questco Corporate Advisory Proprietary Limited as
          the independent expert (“Independent Expert”) for purposes of preparing an opinion in
          respect of the fairness and reasonableness of the Acquisition and the Scheme Consideration
          in accordance with Schedule 5 to the JSE Listings Requirements (“Independent Expert
          Report”).

11.3      A preliminary Independent Expert Report (“Preliminary Independent Expert Report”) has
          been prepared by the Independent Expert and has been made available to the Independent
          Board. The Independent Expert has informed the Independent Board that it does not currently
          expect the final Independent Expert Report to be provided in due course to differ from the
          Preliminary Independent Expert Report in any material respect.

11.4      Accordingly, having considered the terms of the Acquisition and having regard to, amongst
          other considerations, the findings of the Independent Expert as contained in the Preliminary
          Independent Expert Report, the preliminary unanimous recommendation of the Independent
          Directors is that Atlantic Leaf Shareholders vote in favour of the Scheme Resolution at the
          Scheme Meeting, as the Atlantic Leaf Directors have irrevocably undertaken to do in respect
          of their own beneficial holdings of, in aggregate, 676,139 Atlantic Leaf Shares, representing
          approximately 0.36% of the issued ordinary share capital of Atlantic Leaf as at the date of this
          announcement.

11.5      The Independent Expert Report and the Independent Directors’ final recommendation to
          Atlantic Leaf Shareholders will be contained in the Circular.

12     CIRCULAR AND SALIENT DATES AND TIME

12.1      Atlantic Leaf will issue a circular to Atlantic Leaf Shareholders, as contemplated under Article
          125 of Jersey Companies Law, in due course setting out the full terms and conditions of the
          Acquisition and including, inter alia, an explanatory statement prepared by Java Capital
          Proprietary Limited, a letter from the Chairman of Atlantic Leaf (including the recommendation
          from the Independent Directors to Atlantic Leaf Shareholders) and the notice convening the
          Scheme Meeting.

12.2      Atlantic Leaf Shareholders are advised to refer to the Circular for the full terms and conditions
          of the Acquisition.

12.3      Further details relating to the Acquisition and the Scheme and the related salient dates and
          times will be published on SENS and the SEM Website in due course.

12.4      Whilst the timetable of the Acquisition is contingent on various factors, including the dates of
          hearings in the Court and the dates that all required regulatory approvals are secured, the
          current timetable contemplates the convening of the Scheme Meeting on or about
          14 July 2020 and completion of the Acquisition and payment of the Scheme Consideration on
          or about 17 August 2020.

13     THE ATLANTIC LEAF DIRECTORS AND THE INDEPENDENT DIRECTORS’ RESPONSIBILITY STATEMENTS

13.1      The Atlantic Leaf Directors accept responsibility for the information contained in this
          announcement (other than the information relating to the Offeror, Apollo and the Apollo Funds
          and the preliminary recommendation of the Independent Directors). To the best of the
          knowledge and belief of the Atlantic Leaf Directors (who have taken all reasonable care to
          ensure that such is the case), the information contained in this announcement for which they
          are responsible is in accordance with the facts and nothing has been omitted which is likely
          to affect the import of such information.

13.2      The Independent Directors accept responsibility for the preliminary recommendation of the
          Independent Directors contained in this announcement. To the best of the knowledge and
          belief of the Independent Directors (who have taken all reasonable care to ensure that such
          is the case), the information contained in this announcement for which they are responsible
          is in accordance with the facts and nothing has been omitted which is likely to affect the import
          of such information.

14     OFFEROR GP DIRECTORS RESPONSIBILITY STATEMENT

       The Offeror GP Directors accept responsibility for the information contained in this
       announcement to the extent that it relates to the Offeror, Apollo or the Apollo Funds. To the best
       of the knowledge and belief of the Offeror GP Directors (who have taken all reasonable care to
       ensure that such is the case), the information contained in this announcement for which they are
       responsible is in accordance with the facts and nothing has been omitted which is likely to affect
       the import of such information.


22 May 2020
Enquiries

Atlantic Leaf Properties Limited

Paul Leaf-Wright                                                                                     +27 837 753 646
Mark Pryce                                                                                      +44 (0) 74 9323 8576

Java Capital Proprietary Limited (JSE sponsor and                                                    +27 11 722 3050
corporate advisor to Atlantic Leaf)

Cliffe Dekker Hofmeyr Inc. (Principal legal advisor to
Atlantic Leaf and the Atlantic Leaf Independent
Board)

Perigeum Capital Ltd (SEM authorised                                                                   +230 402 0890
representative and sponsor to Atlantic Leaf)

Questco Corporate Advisory Proprietary Limited
(Independent Expert to Atlantic Leaf)


Lazard & Co., Limited (Financial advisor to the                                                 +44 (0) 20 7187 2000
Offeror)

Patrick Long
Jolyon Coates

Gibson, Dunn & Crutcher UK LLP (Principal legal                                                 +44 (0) 20 7071 4000
advisor to the Offeror)

FTI Consulting

Sherryn Schooling                                                                        +27 (0) 21 748 9027 (direct)
                                                                                         +27 (0) 82 776 2840 (mobile)



Disclaimer

This announcement does not constitute an offer to sell or issue an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore
persons in such jurisdictions into which this announcement is released, published or distributed should inform
themselves about and observe such restrictions.

This announcement does not constitute a prospectus or a prospectus equivalent document, including for the
purposes of the Companies (General Provisions) (Jersey) Order 2002.

Important Notices

The statements contained herein are made as at the date of this announcement, unless some other time is specified
in relation to them, and issue of this announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since such date. None of Atlantic Leaf, the Atlantic Leaf Directors, the Offeror,
the Offeror GP Directors or any person acting on its or their behalf accepts any responsibility or obligation to update,
review or revise the information in this announcement or to publish or distribute any information which comes to its
attention after the date of this announcement and the distribution of this announcement shall not constitute a
representation by Atlantic Leaf, the Atlantic Leaf Directors, the Offeror, the Offeror GP Directors or any person
acting on its or their behalf that this announcement will be updated, reviewed, revised or that any such information
will be published or distributed after the date hereof.

Nothing contained in this announcement shall be deemed to be a profit forecast, projection or estimate of the future
financial performance of Atlantic Leaf. No statement in this announcement should be interpreted to mean that future
earnings of any Atlantic Leaf Share for current and future financial periods will necessarily match or exceed the
historical or published earnings of any Atlantic Leaf Share. The Apollo Funds (including the Offeror) may purchase
Atlantic Leaf Shares otherwise than pursuant to the terms of the Acquisition, such as in the open market or through
privately negotiated purchases. Such purchases may be made either directly or through a broker and must comply
with the applicable laws and regulations of Jersey, Mauritius and South Africa. Information about any such
purchases will be made available on SENS and the SEM Website as required by applicable law and regulation.

No person has been authorised to make representations on behalf of Atlantic Leaf or the Offeror concerning the
Acquisition which are inconsistent with the statements contained in this announcement and any such
representation, if made, may not be relied upon as having been so authorised.

Java Capital Proprietary Limited is acting exclusively for Atlantic Leaf and no one else in connection with the
Acquisition and will not be responsible to anyone other than Atlantic Leaf for providing the protections afforded to
clients of Java Capital Proprietary Limited nor for providing advice in relation to the Acquisition or the content of, or
any matter or arrangement referred to in, this announcement..

Questco Corporate Advisory Proprietary Limited is acting exclusively for Atlantic Leaf and no one else in connection
with the Acquisition and will not be responsible to anyone other than Atlantic Leaf for providing the protections
afforded to clients of Questco Corporate Advisory Proprietary Limited nor for providing advice in relation to the
Acquisition or the content of, or any matter or arrangement referred to in, this announcement..

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for the Offeror and for no one else in connection with the Acquisition and will not be responsible
to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in
connection with the Acquisition. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any
statement contained in this announcement, the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Circular which shall contain the full terms and conditions of
the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purposes of complying with Jersey law and, to the extent applicable,
the JSE Listings Requirements and the SEM Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in accordance with the laws of any
other jurisdiction, including a Restricted Jurisdiction.

Atlantic Leaf shall prepare the Circular to be distributed to Atlantic Leaf Shareholders. Atlantic Leaf and the Offeror
urge Atlantic Leaf Shareholders to read the Circular when it becomes available because it shall contain important
information relating to the Acquisition.

Overseas Shareholders

The publication or distribution of this announcement (in whole or in part) in or into any Restricted Jurisdiction may
be restricted by law and therefore any persons who are subject to the laws of any Restricted Jurisdiction into whose
possession this announcement comes should inform themselves about, and observe, any applicable legal and
regulatory requirements and restrictions. Any failure to comply with the applicable requirements or restrictions may
constitute a violation of the securities laws of any such jurisdiction.

All Atlantic Leaf Shareholders or other persons (including nominees, trustees and custodians) who would otherwise
intend to, or may have a contractual or legal obligation to, forward this announcement (in whole or in part) to a
Restricted Jurisdiction should refrain from doing so and seek appropriate professional advice before taking any
action. This announcement does not constitute an offer to sell or issue, or a solicitation of an offer or an invitation
to buy or subscribe for, any securities in any jurisdiction in which such offer, solicitation or invitation is unlawful and
this announcement is not for distribution in, or into, any jurisdiction. Neither the Securities and Exchange
Commission of the United States nor any other federal or state securities commission or regulatory authority of the
United States has reviewed, approved or disapproved of, or passed an opinion on, the accuracy or adequacy of
this announcement or any of the proposals herein. Any representation to the contrary is a criminal offence in the
United States.

Forward-looking statements

Certain statements contained herein constitute forward-looking statements. The forward-looking statements
contained herein include statements about the expected effects of the Acquisition, the expected timing and scope
of the Acquisition and other statements other than in relation to historical facts. Forward-looking statements
including, without limitation, statements typically containing words such as “intends”, “anticipates” “targets”,
“estimates”, “believes”, “should”, “plans”, “will”, “expects” and similar expressions or statements that are not
historical facts are intended to identify those expressions or statements as forward-looking statements. The
statements are based on the assumptions and assessments by the boards of Atlantic Leaf and the general partner
of the Offeror and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-
looking statements involve risk and uncertainty and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual
results or developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Scheme, local and
global political and economic conditions, future revenues of Atlantic Leaf being lower than expected, expected cost
savings from the Acquisition or other future transactions not being realised fully or in line with expected timeframes,
competitive pressures in the industry increasing, foreign exchange rate fluctuations and interest rate fluctuations
(including those from any potential credit rating decline) and legal or regulatory developments and changes. Given
these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

Date: 22-05-2020 05:01:00
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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