REBOSIS PROPERTY FUND LIMITED – Voluntary announcement regarding the disposal of Rebosis’ entire shareholding in New Frontier Properties

2019/07/12 12:25:00
SENS announcement for JSE listed company: REB
                        

REB REA REBC15 201907120023A
Voluntary announcement regarding the disposal of Rebosis’ entire shareholding in New Frontier Properties

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/003468/06)
JSE share codes:
REA ISIN: ZAE000240552
REB ISIN: ZAE000201687
Alpha code: REBI
(Approved as a REIT by the JSE)
(‘Rebosis’ or the ‘Company’)

VOLUNTARY ANNOUNCEMENT REGARDING THE DISPOSAL OF REBOSIS’ ENTIRE SHAREHOLDING IN NEW FRONTIER PROPERTIES

1. Introduction

Rebosis shareholders are advised that the Company has entered into 7 separate sale agreements (the
‘Agreements’) to dispose of its entire 49.35% interest in New Frontier Properties Limited (‘New
Frontier’), via the disposal of its 7 wholly-owned subsidiaries, which each have a shareholding in New
Frontier(‘Subsidiary(ies)’) (the ‘Transaction’).

The board of directors of Rebosis is of the opinion that the shareholding in New Frontier has been one
of the reasons for a depressed Rebosis share price, due to the challenges New Frontier is facing being
declining shopping mall valuations in the United Kingdom as a result of, amongst other matters, Brexit.
As previously announced, Rebosis suggested New Frontier pursue a delisting and also made known its
intent to find a buyer for its shares in New Frontier. In this regard, numerous parties have approached
Rebosis to acquire its New Frontier shares, which has culminated in Rebosis concluding the Agreements.

This voluntary announcement contains the salient details of the Transaction as contained in the
Agreements.

2. Salient terms of the Agreements

The Agreements allow for the disposal by Rebosis of the entire issued share capital in, and the claims
of each Subsidiary, being any amount owing by the Subsidiary to the Company in respect of claims
receivable by the Subsidiary from New Frontier (‘Sale Equity’). The closing date of the Transaction will
be on the first business day after the date on which the Conditions Precedent (as defined below) are
fulfilled or waived (‘Closing Date’).

In terms of the Agreements, Rebosis has agreed to dispose of the Sale Equity in respect of the following
Subsidiaries:
i. Delfiwiz Proprietary Limited, Lesasign Proprietary Limited and Delfitime Proprietary Limited,
which will on the Closing Date collectively hold 20.35% of the issued share capital of New
Frontier, to Mr Edwin Henry Dednam, for a nominal amount of R100 in respect of each
Subsidiary; and
ii. Clyroplex Proprietary Limited, Delficraft Proprietary Limited, Delfiflo Proprietary Limited and
Delfisat Proprietary Limited, which will on the Closing Date collectively hold 29% of the issued
share capital of New Frontier, to Orion Hotels & Resorts (Africa) Proprietary Limited, for a
nominal amount of R100 in respect of each Subsidiary.

The Transaction is subject to conditions precedent which are standard for transactions of this nature
and include obtaining the relevant consents from the financiers, to the extent required by no later
than 19 July 2019 (‘Conditions Precedent’).

3. Financial effects of the Transaction

Prior to the Transaction, Rebosis’ carrying value of its investment in New Frontier comprised:
– Direct investment value of R109 million;
– Loan to New Frontier of R180 million; and
– Vendor loan of R65 million.

Rebosis will fully impair these amounts in its results for the year ending 31 August 2019. In addition,
Rebosis will also cancel the remaining cross currency swap.

Johannesburg
12 July 2019

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal advisor
Cliffe Dekker Hofmeyr Inc

Date: 12/07/2019 12:25:00 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
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