DELTA PROPERTY FUND LIMITED - Delta Prop/Rebosis Prop - Renewal of joint cautionary announcement

Delta Prop/Rebosis Prop - Renewal of joint cautionary announcement

 DELTA PROPERTY FUND LTD                                               REBOSIS PROPERTY FUND LTD
 (Incorporated in the Republic of South Africa)   (Incorporated in the Republic of South Africa)
 (Registration number 2002/005129/06)                       (Registration number 2010/003468/06)
 JSE share code: DLT                                     JSE share codes: REA ISIN: ZAE000240552
 JSE Alpha code: DLTI                                                     REB ISIN: ZAE000201687
 (Approved as a REIT by the JSE)                                            JSE alpha code: REBI
 (“Delta”)                                                        (Approved as a REIT by the JSE)
                                                                                      (“Rebosis”)

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RENEWAL OF JOINT CAUTIONARY ANNOUNCEMENT
__________________________________________________________________________________

Shareholders of Delta and Rebosis (the “Parties”) are referred to the joint cautionary announcements
released on SENS on 6 August 2019 and 18 September 2019 (“the Announcements”) , advising that
the respective boards of the Parties have, in-principle, agreed to enter into exclusive merger
discussions in order to effect a potential transaction, subject to various outstanding matters,
stakeholder engagement and support (“Merger”).

Merger progress

Subsequent to the Announcements, the Parties have to date completed a preliminary due diligence
on the respective companies which included review of forecasts and an optimal capital structure for
the proposed merged entity. The structure includes the anticipated funding gap required in order to
achieve acceptable gearing levels for a proposed merged entity. The Parties have engaged major
shareholders and funders to obtain support for a potential capital raise that should contribute to
lowering gearing. In principle, a methodology on a swap ratio to merge the entities has been agreed
based on various assumptions including preliminary forecast earnings for Merger purposes. Key
stakeholders are themselves following their due process regarding the potential Merger terms in order
to indicate support or not for the potential Merger. Subsequent to these engagements and the
outcome thereof, the Parties will revert to the market.

Renewal of Cautionary Announcement

Accordingly, Delta and Rebosis shareholders are advised that, as discussions between the Parties are
still ongoing, shareholders should continue to exercise caution when dealing in the securities of Delta
and Rebosis, until a further announcement is made.



Johannesburg

28 October 2019
Transaction Advisor and Transaction Sponsor to                  Transaction Advisor to Rebosis
Delta
PSG Capital                                                     YW Capital



                                 Sponsor to Delta and Rebosis
                           Nedbank Corporate and Investment Banking
Date: 28/10/2019 10:00:00
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