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A proposed specific repurchase of Ingenuity shares
INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE000127411 JSE share code: ING
(“Ingenuity” or the “Company”)
A PROPOSED SPECIFIC REPURCHASE OF INGENUITY SHARES
1. Introduction
Shareholders are advised that Ingenuity intends proposing a specific repurchase of 356 062 509
Ingenuity ordinary shares (“Shares”) from The Century City Property Investment Trust (“CCPIT”), the
Nafco Trust (“NAFCO Trust”) and Investec Property Fund Limited (“IPF”) for a total consideration of
R384 547 509-72 (the “Repurchase”).
The Repurchase is subject to the provisions of the memorandum of incorporation of the Company,
sections 48 and section 114, read with section 115 of the Companies Act, No. 71 of 2008, as
amended (the “Companies Act”) and its regulations (“Regulations”) and the JSE Limited (“JSE”)
Listings Requirements, as applicable.
2. Terms of the Repurchase
2.1. The Repurchase will be undertaken at a price of R1-08 per Share (the “Repurchase Price”) as
follows:
2.1.1. 200 000 000 Shares from CCPIT, with a total value of R216 000 000;
2.1.2. 41 020 981 Shares from NAFCO Trust, with a total value of R44 302 659-48; and
2.1.3. 115 041 528 Shares from IPF, with a total value of R124 244 850-24.
The Repurchase Price represents a discount of 4.4% to the weighted average traded price of
a Share measured over the 30 business days prior to and including 16 April 2019, the date on
which the price was agreed in writing between Ingenuity, CCPIT, NAFCO Trust and IPF.
The Company undertakes to obtain, by no later than 31 May 2019, irrevocable letters of
undertaking in support of the Repurchase from at least 75% of its shareholders eligible to
vote on the Repurchase.
2.2. The Repurchase represents 29.8% of Shares currently in issue.
2.3. The Repurchase has no impact on the number of Ingenuity treasury shares, which remains at
113 010 072 treasury shares.
2.4. Subsequent to the Repurchase, application will be made to the JSE for the delisting of the
356 062 509 Shares.
2.5. The date upon which the Repurchase is to be made will be as soon as possible after
compliance with all required formalities, including obtaining the approval of the shareholders
of Ingenuity at a general meeting expected to be held on Friday, 12 July 2019 (“General
Meeting”), as set out in paragraph 6 below.
3. Impact of the Repurchase on financial information
The impact of the Repurchase has been investigated and the board of directors of Ingenuity can
confirm that the implementation of the Repurchase has the following impact on the financial
information of Ingenuity:
3.1. a decrease in cash/increase in borrowings of R384 547 509-72; and
3.2. a decrease in the number of issued Shares from 1 193 888 216 Shares to 837 825 707 Shares.
4. Source of funding
The Repurchase will be funded from a combination of existing cash resources and additional
borrowing facilities.
5. Independent expert report
As required in terms of the Companies Act and Regulations, an independent board of Ingenuity
directors (the “Independent Board”) has been constituted for the purpose of evaluating the terms
of the Repurchase. The Independent Board comprises Rodney Squire-Howe, Raymond Selwyn Schur
and Mark Wagenheim.
As the Repurchase is in respect of more than 5% of Ingenuity’s Shares in issue, an independent
expert’s opinion is required in terms of section 114 of the Companies Act. The Independent Board
has appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to provide
appropriate external advice in the form of an independent report as prescribed by the Companies
Act in relation to the Repurchase (the “Independent Expert Report”). The Independent Expert
Report, together with the views of the Independent Board, will be detailed in a circular to
shareholders.
6. Posting of circular and notice of General Meeting
Shareholders are advised that a circular setting out full details of the Repurchase, incorporating the
Independent Expert Report and a notice convening the General Meeting, is expected to be posted to
shareholders on or about Thursday, 13 June 2019.
7. Salient dates and times
The salient dates and times for the Repurchase and the General Meeting are as follows:
2019
Last day to trade to be entitled to attend, participate and vote at the Tuesday, 2 July
General Meeting
Record date to be entitled to attend, participate and vote at the General Friday, 5 July
Meeting
Forms of proxy to be received by 09h00 on Wednesday, 10 July
General Meeting to be held at 09h00 on Friday, 12 July
Results of the General Meeting to be released on SENS on Friday, 12 July
Cancellation and delisting of 356 062 509 Shares on or about Monday, 22 July
Notes:
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on
SENS.
Cape Town
17 April 2019
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking
Legal advisor
Webber Wentzel
Date: 17/04/2019 03:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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