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Secondary placement of Vukile shares and dealings in securities by an associate of a director of the Company
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE
ISIN: ZAE000180865
Debt company code: VKEI
NSX share code: VKN
(Granted REIT status with the JSE)
("Vukile" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL
TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
SECONDARY PLACEMENT OF VUKILE SHARES AND DEALING IN SECURITIES BY AN ASSOCIATE
OF A DIRECTOR OF THE COMPANY
Shareholders are referred to the SENS announcement dated 12 May 2020, in which shareholders were advised that
Vukile's black economic empowerment investor, Encha Properties Equity Investments Proprietary Limited ("Encha
Properties") had agreed to certain amendments to their loan and security arrangements with Investec Bank Limited
("Investec"), as well as the subsequent announcements referring shareholders to the disposal of Vukile shares by Encha
Properties in order to meet certain capital and interest commitments.
Encha Properties has informed Vukile that, following various discussions with their funders Investec, it had made the
decision to pay down the amount owing under the loan and security agreement with Investec and as such Encha
Properties launched a secondary placement on 10 July 2024 of 52,881,466 ordinary shares in Vukile ("the Placement
Shares"), representing Encha Properties' entire shareholding in Vukile and approximately 4.6% of the Company's
current shares outstanding ("the Placement").
The Placement Shares were placed at a price of R15.50 per share, representing a 0.8% discount to the pre-launch Vukile
30-day volume weighted average price as at market close on 10 July 2024. Investec acted as Sole Bookrunner on the
Placement.
Settlement of the Placement is expected to occur on 16 July 2024.
Following the Placement, Encha Properties will no longer be a shareholder in Vukile. Vukile would like to express its
gratitude to Encha Properties for being a remarkable partner during the past 11 years.
Further to the above, shareholders are advised of the following transactions that have been undertaken by Encha
Properties, associate of Dr Sedise Moseneke, a non-executive director of Vukile:
Name of associate: Encha Properties
Date of transaction: 10 July 2024
Trade date of transaction: 11 July 2024
Class of securities: Ordinary shares
Number of securities: 52,881,466
Highest traded price per security on the market on the day: R16.50
Weighted average price per security: R16.29
Lowest traded price per security on the market on the day: R16.02
Total value of transaction: R819,662,723.00
Nature of transaction: Secondary placement
Nature and extent of director's interest: Indirect beneficial
Clearance to deal received: Yes
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Houghton Estate
11 July 2024
Sole Bookrunner and Transaction Sponsor
Investec Bank Limited
JSE & Debt sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
This announcement is for information purposes only and is not intended to and does not constitute, or form part of,
any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or
subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult
an independent legal or financial adviser.
The Placement Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America,
absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with applicable state and other securities laws. The Placement will be made
only to qualifying institutional investors, outside the United States in reliance on Regulation S of the Securities Act. The
Placement will only be made to investors to whom the Placement may be lawfully made without having to file or
register any securities or any offering or related documentation with any securities regulatory authority in any relevant
jurisdiction.
The distribution of this announcement and the offering for subscription of the Placement Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company or the Sole Bookrunner or any of their respective
affiliates that would permit an offering of such securities or possession or distribution of this announcement or any
other offering or publicity material relating to such Placemen Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes are required by the Company and the Sole
Bookrunner to inform themselves about, and to observe, such restrictions.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the
United States including its territories and possessions, any State of the United States and the District of Columbia,
Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
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 is for information purposes only and shall not constitute or form part of an
offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction it
would be unlawful to do so. To the fullest extent permitted by applicable law, the Company, Encha Properties and the
Sole Bookrunner disclaim any responsibility or liability for the violation of such requirements by any person. The
Placement is not to be regarded as an offer or invitation to any person in any jurisdiction to the extent that any
applicable legal requirement in such jurisdiction has not been complied with or it is for any reason illegal or unlawful
to make such an offer or invitation in such jurisdiction.
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The Placement Shares will not be offered to the public in any jurisdiction, nor will they be offered in any jurisdiction
which would require the preparation or registration of any offering document relating to the Placement or the
Placement Shares in such jurisdiction. The offer and sale of the Placement Shares has not been, and will not be,
registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the
Placement Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account
or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Placement
Shares in the United States , Canada, Australia and Japan.
THE PLACEMENT SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED, SOLD, RESOLD,
DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY
REGULATION S UNDER THE SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE
PLCEMENT AND BY ACQUIRING PLACEMENT SHARES IN THE PLACEMENT FROM OUTSIDE THE UNITED STATES, YOU
WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Placement Shares in South Africa, including an offer to the public for the sale of, or subscription for, or
the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Ac, and will
not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the South African Companies Act. This announcement does not, nor is it intended to constitute a "registered
prospectus" as contemplated in the South African Companies Act.
In South Africa, the Placement will not be an offer to the public as defined in the South African Companies Act and only
(i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons
who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than R1
000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer to
participate in the Placement is specifically addressed (all such persons in (i) and (ii) being referred to as "Relevant
Persons"), will be entitled to apply for Placement Shares. Any investment activity in South Africa, or by persons resident
or domiciled in South Africa, to which this announcement relates will only be available to, and will only be engaged
with, Relevant Persons. Any person in, resident in or domiciled in South Africa who is not a Relevant Person should not
act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute any
offering document relating to the Placement. Information made available in this announcement should not be
considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and
nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or referred to in
this announcement and no such offering document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in
UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person. This announcement has been issued by, and is the
sole responsibility of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdome, this announcement is for information
purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the
"EEA"), qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who
are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and
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Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "order"), or (ii) persons who fall within article
49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of the
EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified
investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not
be acted on or relied on by persons in a member state of the EEA who are not qualified investors or by persons in the
United Kingdom who are not UK Relevant Persons.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
the Sole Bookrunner or by any of its respective directors, officers, employees, advisers, affiliates or agents as to, or in
relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information
made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly
disclaimed. Nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Neither the Sole Bookrunner nor any of its directors, officers, employees,
advisers, affiliates or agents accepts any responsibility for its accuracy, completeness or verification and, accordingly,
the Sole Bookrunner and its directors, officers, employees, advisers, affiliates or agents disclaim, to the fullest extent
permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this
announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with
an investment in the Placement Shares. No representation or warranty is made by the Company, Encha Properties or
the Sole Bookrunner in connection with the Placement nor the Placement Shares, and any investment decision to buy
Placement Shares in terms of the Placement must be made solely on the basis of publicly available information which
has not been independently verified by the Sole Bookrunner.
The Sole Bookrunner is acting for Encha Properties, and no one else, in connection with the Placement and will not be
responsible to anyone other than Encha Properties for providing the protections offered to its clients, nor for providing
advice in relation to the Placement.
Persons who are invited to and who choose to participate in the Placement by making an offer to take up Placement
Shares, will be deemed to have read and understood this announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings,
contained herein. Each such person represents, warrants and acknowledges and undertakes that it is a person eligible
to subscribe for the Placement Shares in compliance with the restrictions set forth herein and the applicable laws and
regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and neither the Sole Bookrunner, except as
required by applicable law, the Company nor Encha Properties assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.
Date: 11-07-2024 08:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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