14 May - 4 min read

Mandatory offer to be made to the shareholders of Lighthouse Capital Limited

Mandatory offer to be made to the shareholders of Lighthouse Capital Limited

RESILIENT REIT LIMITED
Incorporated in the Republic of South Africa
Registration number: 2002/016851/06
JSE share code: RES
ISIN: ZAE000209557
Bond company code: BIRPIF
LEI: 378900F37FF47D486C58
(Approved as a REIT by the JSE)
(“Resilient”)


MANDATORY OFFER TO BE MADE TO THE SHAREHOLDERS OF LIGHTHOUSE CAPITAL LIMITED


1.     INTRODUCTION

       Resilient announced on SENS on 22 May 2020 that it participated in an equity raise by Lighthouse Capital
       Limited (“Lighthouse” or “LTE”), subject to approval by Lighthouse shareholders, tendering 27 861 446
       NEPI Rockcastle plc shares in exchange for 346 875 010 new Lighthouse shares (“LTE Subscription
       Shares”) at the applicable share swap ratio (the “share swap transaction”).

       As announced by Lighthouse on SENS on 7 August 2020, the share swap transaction was approved by the
       requisite majority of Lighthouse shareholders.

       The transfer to Resilient of the LTE Subscription Shares on 12 August 2020 resulted in Resilient’s
       shareholding in Lighthouse increasing from 136 242 058 LTE shares (c.19% of the Lighthouse shares in issue
       at 11 August 2020) to 483 117 068 LTE shares (c.40% of the Lighthouse shares in issue following the
       finalisation of the May 2020 equity raise by Lighthouse).

2.     MANDATORY OFFER

       Under Rule 33 of the Securities (Takeover) Rules of Mauritius 2010 (the “Securities Takeover Rules”),
       Resilient is obliged to make a mandatory offer (the “offer”) for all the voting shares in Lighthouse not already
       owned by it. The offer will be for a cash consideration of ZAR7,13 per LTE share, calculated in accordance
       with Rule 14(2) of the Securities Takeover Rules.

3.     TERMS OF THE OFFER

       The details of the offer will be contained in an offer document (the “offer document”) to be filed with the
       Financial Services Commission (the “FSC”) in Mauritius and posted or otherwise distributed to Lighthouse
       shareholders. The salient terms of the offer are:

       -      Resilient will offer to purchase all remaining shares in Lighthouse for a cash amount of ZAR7,13 per
              LTE share (the “offer consideration”);

       -      the offer will be unconditional;

       -      in making the offer, Resilient is acting as principal and not acting in concert with any other person; and

       -      settlement of the offer consideration will be implemented in full in accordance with the terms of the
              offer, without regard to any lien, right of setoff, counterclaim, or other analogous right to which any
              person may be entitled.

       The board of directors of Resilient (the “Board”) confirms that Resilient has sufficient financial resources to
       satisfy the acceptance of the offer in full.

4.     EXISTING HOLDING OF SHARES BY RESILIENT IN LIGHTHOUSE

       As at the date of this announcement, Resilient holds 500 386 904 Lighthouse shares (c.40,06% of the share
       capital of Lighthouse). Resilient does not hold or control (directly or indirectly) any other Lighthouse shares
       and, other than pursuant to the offer, does not have any arrangements (whether by way of option or otherwise)
       to acquire Lighthouse shares.

5.     ARRANGEMENTS BETWEEN RESILIENT AND LIGHTHOUSE AND/OR LIGHTHOUSE SHAREHOLDERS

       No agreements are in place between Resilient and Lighthouse in relation to Lighthouse shares.

       Save for the irrevocable undertakings that Resilient has received from certain Lighthouse shareholders (as
       referred to in paragraph 6 below), no agreement is in place between Resilient and any other Lighthouse
       shareholder in relation to Lighthouse shares.

       Resilient is not acting in concert with any other shareholder in Lighthouse.

6.     IRREVOCABLE UNDERTAKINGS FROM LIGHTHOUSE SHAREHOLDERS

       Resilient has received irrevocable undertakings from Lighthouse shareholders which collectively hold
       411 122 865 Lighthouse shares (c.32,91% of the Lighthouse shares in issue) in terms of which such
       shareholders:

       -      undertake not to accept the offer, in whole or in part;

       -      undertake not to sell, dispose or otherwise transfer any of the Lighthouse shares in respect of which
              undertakings have been furnished until the expiry of the offer; and

       -      waive any requirement for Resilient to post any cash confirmation of whatsoever nature in relation to the
              offer.

        Having regard to the undertakings secured from the Lighthouse shareholders (which apply to both the number
        of Lighthouse shares stated in the relevant undertakings and any other Lighthouse shares acquired prior to the
        closing of the offer), the offer is only capable of acceptance in respect of a maximum of c.27,03% of the
        Lighthouse shares in issue.

7.      POSTING OF THE OFFER DOCUMENT

        The offer document will be posted in due course in accordance with the Securities Takeover Rules. Lighthouse
        shareholders will be advised of the posting date of the relevant circulars as well as the opening and closing date
        of the offer by means of announcements on the news services of both the JSE and the Stock Exchange of
        Mauritius (“SEM”).

For further information please contact:

Corporate advisor and JSE sponsor to Resilient
Java Capital                                                                          +27 11 722 3050

Mauritian lawyers to Resilient
Dentons Mauritius LLP                                                                 +230 212 1150


14 May 2021

This notice is issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007 and Rule 12(1)(d) of the Securities (Takeover) Rules 2010.

Date: 14-05-2021 05:05:00
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