ARROWHEAD PROPERTIES LIMITED - Update in respect of salient transaction dates

Update in respect of salient transaction dates

ARROWHEAD PROPERTIES LIMITED                                GEMGROW PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)              (Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)                        (Registration number 2007/032604/06)
JSE share code: AWA ISIN: ZAE000203105                      JSE share code: GPA ISIN: ZAE0000223269
(Approved as a REIT by the JSE)                             JSE share code: GPB ISIN: ZAE0000223277
(“Arrowhead”)                                               (Approved as a REIT by the JSE)
                                                            (“Gemgrow”)




     UPDATE IN RESPECT OF SALIENT TRANSACTION DATES



1.     Update of dates

       Arrowhead and Gemgrow shareholders are referred to the joint announcements released on SENS, the
       last of which was published on Thursday, 22 August 2019, regarding, inter alia, the offer by Gemgrow to
       acquire all of the Arrowhead ordinary shares, but excluding the Arrowhead shares held in treasury, from
       Arrowhead shareholders (“scheme participants”) by way of a scheme of arrangement (“scheme”) in
       terms of section 114 of the Companies Act, No. 71 of 2008, as amended, proposed by the board of
       Arrowhead to the scheme participants (“transaction”).


       Shareholders are advised that the salient dates for the transaction have been revised. The revised salient
       dates are set out below.


        Salient dates and times                                                                          2019

        Finalisation announcement expected to be released on SENS on                       Monday, 9 September

        Finalisation announcement expected to be published in the South                  Tuesday, 10 September
        African Press on

        Expected scheme last day to trade, being the last day to trade                   Tuesday, 17 September
        Arrowhead shares on the JSE in order to be recorded in the register
        to receive the scheme consideration (scheme last day to trade)

        Suspension of listing of Arrowhead shares on the JSE expected to               Wednesday, 18 September
        take place at the commencement of trade on

        Listing of consideration shares issued in terms of the scheme on the           Wednesday, 18 September
        JSE expected from the commencement of trade on

        Announcement released on SENS in respect of the cash payment                    Thursday, 19 September
        applicable to fractional entitlements to the scheme consideration,
        based on the VWAP of a Gemgrow B share traded on the JSE on
        Wednesday, 18 September 2019, discounted by 10%, on
       Expected scheme consideration record date, being the date on                       Friday, 20 September
       which scheme participants must be recorded in the register to receive
       the scheme consideration, by close of trade on

       Expected operative date of the scheme on                                          Monday, 23 September

       Dematerialised scheme participants expected to have their accounts                Monday, 23 September
       (held at their CSDP or broker) credited with the scheme consideration
       on or about

       Expected last day to trade prior to the change of name being effected             Monday, 23 September

       Termination of the listing of Arrowhead shares on the JSE expected             Wednesday, 25 September
       to take place at the commencement of trade on or about


     Shareholders are advised that the salient dates in respect of the transaction relating to the change of
     name as contained in the circular to Gemgrow shareholders issued on Monday, 22 July 2019 will remain
     unchanged.


2.   Arrowhead Independent Board Responsibility Statement


     The Arrowhead independent board (to the extent the information relates to Arrowhead), accepts
     responsibility for the information contained in this announcement and, to the best of its knowledge and
     belief, confirms that the information contained is true and this announcement does not omit anything likely
     to affect the importance of such information.


3.   Gemgrow Responsibility Statement


     Gemgrow (to the extent the information relates to Gemgrow), accepts responsibility for the information
     contained in this announcement and, to the best of its knowledge and belief, confirms that the information
     contained is true and this announcement does not omit anything likely to affect the importance of such
     information.

29 August 2019


Corporate advisor and sponsor to Arrowhead
Investec Bank Limited

Independent corporate advisor and transaction sponsor to Gemgrow
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Corporate advisor to Gemgrow
Investec Bank Limited

Strategic transaction advisor to Arrowhead
Ferryman Capital Partners

Legal advisor and competition law advisor
Cliffe Dekker Hofmeyr Incorporated

Date: 29/08/2019 02:42:00
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