EPP NV – Redefinition of the offer to EPP shareholders: Cash payment applicable to fractional shares – SENS


Redefine offer to EPP shareholders: Cash payment applicable to fractional entitlements

(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(‘EPP’ or the ‘Company’)

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there
be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption
from the registration or qualification requirements under the securities laws of such jurisdiction.

With respect to any Member State of the European Economic Area or the United Kingdom (each a ‘Relevant
State’), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant State. As a result, securities may only be offered in Relevant States: (i)
to any legal entity which is a ‘qualified investor’ as defined in Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the ‘Prospectus Regulation’); or (ii) in any other circumstances
falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of securities shall result in a
requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person
who initially acquires securities or to whom any offer is made will be deemed to have represented, warranted and
agreed that it is a ‘qualified investor’ within the meaning of the Prospectus Regulation. For these purposes, the
expression ‘Prospectus Regulation’ includes Regulation (EU) 2017/1129 as it forms part of United Kingdom
domestic law by virtue of the EUWA.

This announcement contains information as defined in Article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the
Market Abuse Regulation).


EPP shareholders are referred to the previous announcements released on SENS (the last of which was released
on 22 February 2022) and the circular issued to shareholders dated 17 December 2021 (the ‘circular’) relating
to, inter alia, (i) the proposed termination of the listing of EPP from the main board of the JSE and the official
list of the Luxembourg Stock Exchange (‘LuxSE’) and the approval of a delisting resolution in terms of
paragraph 1.15(a) of the JSE Listings Requirements (the ‘delisting’), (ii) a general offer by Redefine Properties
Limited (‘Redefine’) to acquire all EPP shares that it does not already own (other than those held by I Group
Consolidated Holdings Proprietary Limited and its subsidiaries (collectively ‘I Group’) and any EPP
shareholders who are unable to accept the Redefine offer) in exchange for Redefine shares at a swap ratio of 2.70
Redefine shares per EPP share acquired (the ‘Redefine offer’), and (iii) the specific repurchase of 74 993 917
EPP shares held by the I Group in exchange for shares in EPP Community Properties.

If the Redefine offer results in an EPP shareholder who accepts the Redefine offer becoming entitled to a fraction
of a Redefine share, such fractional entitlement will be rounded down to the nearest whole number of Redefine
shares, resulting in allocations of whole shares and a cash payment for the fraction.

In accordance with the JSE Listings Requirements, the value of a Redefine share to be utilised in determining the
fractional cash payment due to EPP shareholders who have accepted the Redefine offer is R3.91715, being the
volume weighted average traded price of a Redefine share on the JSE on Wednesday, 2 March 2022, discounted
by 10%.

By way of example:

Assuming that an EPP shareholder who accepts the Redefine Offer holds 125 EPP shares at the close of business
on the record date for acceptance of the Redefine offer, being Friday, 4 March 2022, such EPP shareholder will
be entitled to receive 337.5 Redefine shares in terms of the Redefine offer. However, applying the rounding
principle detailed above, the shareholder will, following the implementation of the Redefine offer, receive 337
Redefine shares and a cash payment in respect of the fractional entitlement of R1.96, being R3.91715 x 0.5.

The tax treatment of the fractional cash payment is dependent on the individual circumstances and the jurisdiction
applicable to EPP shareholders who accept the Redefine offer. It is recommended therefore that such
shareholders who are uncertain about the tax treatment of the receipt of the fractional cash payment should seek
appropriate advice in this regard.


The Redefine shares issued pursuant to the Redefine offer will only be issued (and listed) on the JSE. Accordingly,
any shareholder who holds EPP shares on the LuxSE register and who wishes (and is able) to accept the Redefine
offer must prior to accepting the Redefine offer open an account with a South African CSDP or broker and transfer
their EPP shares into such account. Any shareholder who holds EPP shares on the LuxSE register and requires
assistance in opening an account with a South African CSDP or broker should contact Computershare at
[email protected] The last day to transfer EPP shares between the LuxSE register and the South African
share register is Friday, 25 February 2022.

EPP shareholders who do not or are unable to accept the Redefine offer are cautioned as to the lack of share liquidity
in an unlisted environment and that whilst Redefine has expressed its intention to acquire all EPP shares not already
owned by it, post expiry of the Redefine offer, there is no certainty that Redefine will be a buyer of additional EPP
shares or on the terms on which Redefine may agree to acquire additional EPP shares.

EPP shareholders who are resident outside South-Africa, and in particular those resident in the United Kingdom,
any member state of the European Economic Area (such as Poland, the Netherlands and Luxembourg), Australia,
Canada or Japan, are not able to accept the Redefine offer, except in certain limited circumstances in accordance
with applicable laws and regulations. Any EPP shareholder who is not able to accept the Redefine offer and does
not want to retain EPP shares should dispose of the EPP shares held prior to Tuesday, 1 March 2022, being the last
day to trade in order to participate in the Redefine offer.

In regard to any retail investor who for legal or regulatory reasons cannot accept the Redefine offer, Redefine undertakes
to use its best commercial endeavours, during a 45-day period following closing of the Redefine offer, to facilitate, to the
extent reasonably practicable, in particular only in circumstances in which no obligation arises for Redefine or EPP to
produce a prospectus under the Prospectus Regulation, an off-market purchase from any such affected retail investor at the
same swap ratio and also otherwise on the same terms and conditions as the Redefine offer, all subject to applicable rules
and legislation (including but not limited to applicable securities laws) of the relevant jurisdictions. Retail investors are
advised that there is no guarantee that Redefine is indeed able to facilitate such post-delisting purchase in their relevant

EPP shareholders in the United States who elect to participate in the Redefine offer will not be eligible to receive Redefine
shares. Instead, Redefine shares allocated to excluded participants will be aggregated and disposed of on the JSE by the
transfer secretaries on behalf of and for the benefit of such excluded participants as soon as it is reasonably practicable
following the implementation of the Redefine offer, at the best price that can reasonably be obtained at the time of sale. The
excluded participants will receive the average consideration per Redefine share to which they were entitled (net of
transaction and currency costs) at which all excluded participants’ Redefine shares were disposed of. The average
consideration will be calculated and the consideration due to each excluded participant will be paid only once all such shares
attributable to excluded participants have been sold.

EPP shareholders who wish to continue to hold unlisted EPP shares should note that following EPP’s delisting, the
unlisted EPP shares will constitute a foreign asset for Exchange Control purposes. EPP shareholders that do not
wish or are unable to accept the Redefine offer should establish whether they will be permitted to continue to hold
EPP shares post the delisting and/or whether they require any additional Exchange Control approvals to do so and
should ensure that the requisite approvals are secured before the delisting is effected.

Shareholders who hold their EPP shares on the South African register and who do not wish or are unable to accept
the Redefine offer and instead continue to hold unlisted EPP shares, should note that upon EPP delisting from the
LuxSE and JSE, all EPP shares held on the South African register will be reflected on an unlisted register,
maintained in South Africa on the Strate platform and administered by Computershare.

3 March 2022

JSE sponsor and corporate advisor
Java Capital

Luxembourg Stock Exchange Listing Agent

For more information:

Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
[email protected]

Java Capital, JSE Sponsor
Phone: +27 (0)78 456 9999

Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02

Singular Systems IR
Michèle Mackey
+27 (0)10 003 0700/+27 (0)82 497 9827
[email protected]

Date: 03-03-2022 11:20:00
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