VUKILE PROPERTY FUND LIMITED – Accelerated Bookbuild

SENS announcement for JSE listed company: VKE
                        

VKE 201807180006A
Accelerated Bookbuild

VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000180865
(Granted REIT status with the JSE)
(‘Vukile’ or ‘the company’)

ACCELERATED BOOKBUILD

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Subject to pricing acceptable to Vukile, the company proposes an equity raise of approximately R1,300 million
through the issue of new shares. The new shares will be issued under a vendor consideration placing (as defined under
paragraph 5.62 of the JSE Listings Requirements) and Vukile’s general authority to issue shares for cash as well as the
authorities to issue shares under the Encha equity funding platform and matching facility as initially detailed in
Vukile’s circular issued to shareholders on 5 June 2013 (the ‘Encha equity platform and matching placement
facility circular’) and further extended for a 12-month period to 31 July 2018 at the annual general meeting (AGM)
of the shareholders of Vukile held on Tuesday, 12 September 2017.

Of the equity raised, R250 million may be acquired by Encha SPV (as contemplated in the Encha equity platform and
matching placement facility circular) and R115 million may be acquired by management at the bookbuild price in
terms of Vukile’s Share Purchase Plan. The remaining equity will be offered to selected investors through an
accelerated bookbuild process (‘the bookbuild’).

Both public and non-public investors (as defined under paragraphs 4.25 – 4.26 of the JSE Listings Requirements) may
participate in the vendor consideration placing and only public investors may participate in the equity raise under the
company’s general authority to issue shares for cash.

The new shares, when issued, will be credited as fully paid and will rank pari passu in all respects with existing
shares. Pricing and allocations will be announced as soon as is reasonably practicable following the closing of the
bookbuild.

The bookbuild is now open and the company reserves the right to close it at anytime.

Vukile reserves the right to increase the size of the equity raise subject to demand.

Java Capital is acting as sole bookrunner.

Java Capital contact details:

Carl Esterhuysen Thys de Beer
Vukile@javacapital.co.za Vukile@javacapital.co.za
Tel: (011) 722 3054 Tel: (011) 722 3057

18 July 2018

Bookrunner and JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd

Participation in the equity raise is reserved for invited investors only and subject to the terms and conditions provided
to the invited investors.

Java Capital is acting as sole bookrunner for the equity raise. The equity raising is not an offer to the public as
contemplated under the South African Companies Act, No.71 of 2008 as amended (‘Companies Act’), nor an offer of
securities in any other jurisdiction. Potential investors are only permitted to apply for shares with a minimum total
acquisition cost, per single addressee acting as principal, of greater than or equal to ZAR1,000,000, unless the
potential investor is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to
deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i) and 96(1)(b) of the Companies
Act) or such applicant falls within one of the other specified categories of persons listed in section 96(1) of the
Companies Act.

This announcement is not for publication or distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the ‘Securities Act’), and may not be offered
or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not
subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the
United States. This announcement does not and is not intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 (as amended). Neither this announcement nor any copy of it may
be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic Area (other
than the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC (the ‘Prospectus Directive’) and the relevant implementing rules and regulations adopted by
each Member State). In the United Kingdom, this announcement is directed only at the following persons: investment
professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the ‘Order’); and high net worth entities, and other persons to whom it may lawfully be communicated,
falling within article 49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of Vukile. No representation or warranty express
or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Java
Capital or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available to any interested party
or its advisers, and any liability therefore is expressly disclaimed.

Date: 18/07/2018 08:02:00 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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