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PUTPROP LIMITED - Specific Repurchase of 1 488 098 Putprop Shares

Release Date: 15/09/2020 11:07
Code(s): PPR     PDF:  
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Specific Repurchase of 1 488 098 Putprop Shares

PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1988/001085/06)
Share code: PPR   ISIN: ZAE000072310
(“Putprop” or “the Company”)


SPECIFIC REPURCHASE OF 1 488 098 PUTPROP SHARES


1. INTRODUCTION

   Shareholders are advised that Putprop has entered into a share buy-back agreement (“Agreement”) with
   Allan Gray Proprietary Limited, in its capacity as the duly authorised agent of its clients (“the Sellers”) to
   repurchase 1 488 098 Putprop ordinary shares at a price of R3.13 per share for a total consideration of
   R4 657 746.74 (“Specific Repurchase”).

2. JSE LISTINGS REQUIREMENTS

   In terms of the Listings Requirements of JSE Limited (“Listings Requirements”), the Specific
   Repurchase requires the approval of a special resolution achieving a 75% majority of the votes cast in
   favour thereof by all shareholders present or represented by proxy at the general meeting, excluding
   participants and their associates. Accordingly, in terms of paragraph 5.69(b) of the Listings Requirements,
   the Sellers (who collectively hold 1 488 098 shares), and their associates will be excluded from voting on
   the Specific Repurchase. The presence of the Sellers will, however, form part of the quorum at the general
   meeting.

3. THE SPECIFIC REPURCHASE

   3.1 Rationale

       Given the forward yield at which Putprop is currently trading, buying back the Company’s shares will
       be yield accretive and create value for shareholders.

   3.2 Conditions Precedent and Effective date

       The Specific Repurchase is subject to the fulfilment or waiver, as the case may be, of the following
       conditions precedent by 13 November 2020:

       3.2.1 Putprop procuring the conclusion of all necessary board and shareholder resolutions
             authorising the terms of the Agreement; and

       3.2.2 Putprop obtaining JSE approval, and all other necessary approvals.

       The effective date of the Specific Repurchase is the fifth business day following the date of the
       fulfilment and/or waiver of the last of the conditions precedent set out above.

   3.3 Other Salient Items

       3.3.1 The Specific Repurchase represents 3.39% of Putprop’s current shares in issue.

       3.3.2 Application will be made to the JSE for the delisting of the shares once the Specific
             Repurchase has been affected.

       3.3.3 After the Specific Repurchase, Putprop will continue to have zero treasury shares in issue.

4. FINANCIAL INFORMATION PERTAINING TO THE SPECIFIC REPURCHASE

   4.1 Impact of the Specific Repurchase on the financial information of Putprop

       The impact of the Specific Repurchase on the financial information of Putprop is as follows:

       - a decrease in cash of R4 807 746.74; and

       - a decrease in equity of R4 657 746.74.

   4.2 Source of funds

       The Specific Repurchase will be funded from existing cash reserves.

5. SALIENT DATES AND TIMES

   A further announcement will be published on SENS in due course setting out the salient dates and times of
   the Specific Repurchase.

6. CIRCULAR TO PUTPROP SHAREHOLDERS

   A circular containing full details of the Specific Repurchase and a notice to convene a general meeting of
   Putprop shareholders in order to consider and, if deemed fit, to pass with or without modification, the
   resolution necessary to approve and implement the Specific Repurchase, will be sent to Putprop
   shareholders in due course.


Johannesburg
15 September 2020

Sponsor
Merchantec Capital

Date: 15-09-2020 11:07:00
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