FAIRVEST LIMITED - Acquisition of additional shares in Dipula Income Fund Limited

Acquisition of additional shares in Dipula Income Fund Limited

FAIRVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
LEI: 378900E93AFC4D1CAD45
(Granted REIT status with the JSE)
("Fairvest")


ACQUISITION OF ADDITIONAL SHARES IN DIPULA INCOME FUND LIMITED


1. ACQUISITION

   Fairvest has acquired 193 754 733 ordinary shares ("Sale Shares") in Dipula Income Fund Limited
   ("Dipula") from Coronation Asset Management (Pty) Limited ("Coronation"), acting in a representative
   capacity for its underlying clients, in consideration for which Fairvest will issue 203 733 518 Fairvest B
   shares ("Transaction").

2. RATIONALE

   Fairvest's strategy is to become a retail-only REIT servicing low-income communities in South Africa.
   To implement this strategy, Fairvest intends to expand its asset base, particularly its retail portfolio, to
   maintain appropriate scale after divesting of non-core properties.

   Dipula owns a portfolio of property assets located throughout South Africa, with the majority of its assets
   located in Gauteng. Fairvest is well-familiar with Dipula, having been a shareholder since 2014. Fairvest
   considers an investment in Dipula and its property portfolio, which Dipula describes as biased toward
   convenience, rural and township retail centres, as consistent with Fairvest's strategy. Fairvest has increased
   its shareholding in Dipula to 26.3%, making it the largest shareholder in Dipula.

3. ADDITIONAL TERMS OF THE TRANSACTION

   The Transaction is unconditional and will be implemented within three days on a delivery versus payment
   basis.

   If, no later than 19 November 2025, Fairvest makes a takeover offer for Dipula which thereafter becomes
   unconditional ("Takeover Offer"), Coronation will be entitled to an agterskot payment ("Agterskot") if
   the Takeover Offer or any purchases of Dipula shares made by Fairvest in preparation for the Takeover
   Offer are (i) for a higher consideration than the Transaction consideration and/or (ii) on any other terms
   that are more favourable to Dipula shareholders than those contained in the Transaction. If due, the
   Agterskot will be implemented on the basis that (i) the consideration payable to Coronation shall be
   increased to the higher consideration and/or (ii) Fairvest shall do all things necessary to place Coronation
   in the same position that it would have been had the more favourable terms been terms of the Transaction.

   The Agterskot should not be construed as a commitment by Fairvest to make the Takeover Offer.

4. FINANCIAL AND PROPERTY SPECIFIC INFORMATION

   The following profitability metrics are attributable to Dipula for the year ended 31 August 2024:
   
     Distributable earnings per Dipula share (cents)          54.39590
     Dividend per Dipula share* (cents)                       48.95631
     Earnings per Dipula share (cents)                           84.95
     Headline earnings per Dipula share (cents)                  49.32
     Net asset value per Dipula share (rand)                     R6.98
     *Based on a pay-out ratio of 90%

   The net asset value and profits after tax attributable to 100% of Dipula are R6.4 billion and R780.3 million
   respectively.

   This information has been extracted from Dipula's reviewed condensed consolidated financial results for
   the year ended 31 August 2024 which have been prepared in terms International Financial Reporting
   Standards.

   The property specific information in respect of Dipula can be found in Dipula's 2023 integrated report
   which is available at: https://www.dipula.co.za/index.php/investors/integrated-reports.

5. CATEGORISATION

   Fairvest's acquisition of the Sale Shares is a category 2 acquisition for Fairvest. The Transaction is not
   subject to shareholder approval.

18 November 2024


Corporate advisor and sponsor
Java Capital

Date: 18-11-2024 07:30:00
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