Cash payment applicable to fractional entitlements FAIRVEST PROPERTY HOLDINGS LIMITED FAIRVEST LIMITED (Incorporated in the Republic of South Africa) (Formerly Arrowhead Properties Limited (Arrowhead)) (Registration number 1998/005011/06) (Incorporated in the Republic of South Africa) JSE share code: FVT ISIN: ZAE 000203808 (Registration number 2007/032604/06) (Approved as a REIT by the JSE) JSE share code: FTA ISIN: ZAE000304788 (Fairvest Property Holdings) JSE share code: FTB ISIN: ZAE000304796 (Approved as a REIT by the JSE) (Fairvest Limited) CASH PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS Shareholders are referred to the circular to Fairvest Property Holdings shareholders published on 19 November 2021 (Scheme Circular), the circular and accompanying revised listing particulars to Arrowhead shareholders published on 10 December 2021 (collectively, the Circulars) relating to the proposed merger between Fairvest Property Holdings and Arrowhead (the Transaction) by way of a scheme of arrangement (the Scheme) in terms of section 114 of the Companies Act, No. 71 of 2008, proposed by Fairvest Property Holdings to its shareholders (the Scheme Participants), and the joint finalisation announcement published on 18 January 2022 confirming that all outstanding conditions precedent to the Transaction have been fulfilled and the Transaction is now wholly unconditional. As set out in the Circulars, the consideration payable to the Scheme Participants in terms of the Scheme is 0.54054 Arrowhead B ordinary shares (which, since the implementation of the name change from Arrowhead Properties Limited to Fairvest Limited, will be 0.54054 Fairvest Limited B ordinary shares (FTB Shares)) for every Fairvest Property Holdings ordinary share in issue (Scheme Consideration). Where the Scheme Consideration results in the Scheme Participant becoming entitled to a fraction of an FTB Share, such fractional entitlement will be rounded down to the nearest whole number, resulting in allocations of whole shares and a cash payment for the fraction. Scheme Participants are advised that in accordance with the JSE Listings Requirements, the value of an FTB Share to be utilised in determining the fractional cash payment due to Scheme Participants is R3.15277 being the volume weighted average traded price of a FTB Share on the JSE on Wednesday, 26 January 2022, discounted by 10%. By way of example: Assuming that a Scheme Participant holds 100 Scheme shares at the close of business on the record date for implementation of the Scheme, being Friday, 28 January 2022, such Scheme Participant will be entitled to 54.054 FTB Shares in terms of the Scheme. However, applying the rounding principle detailed above, the shareholder will, following the implementation of the Scheme, receive 54 FTB Shares and receive a cash payment in respect of the fractional entitlement of R0.17025, being R3.15277 x 0.054. The tax treatment of the fractional cash payment is dependent on the individual circumstances and the jurisdiction applicable to Scheme Participants. It is recommended that Scheme Participants who are uncertain about the tax treatment of the receipt of the fractional cash payment should seek appropriate advice in this regard. Responsibility statements The Fairvest Property Holdings Independent Board (as defined in the Scheme Circular) accepts responsibility for the information contained in this announcement insofar as it relates to Fairvest Property Holdings and the Scheme. To the best of the Fairvest Property Holdings Independent Board's knowledge and belief, the information contained in this announcement is true and this announcement does not omit anything likely to affect the importance of the information. The board of directors of Fairvest Limited (Fairvest Limited Board) accepts responsibility for the information contained in this announcement insofar as it relates to Fairvest Limited. To the best of the Fairvest Limited Board's knowledge and belief, the information contained in this announcement is true and the announcement does not omit anything likely to affect the importance of the information. 27 January 2022 Corporate advisor and transaction sponsor to Fairvest Property Holdings Java Capital Legal advisor to Fairvest Property Holdings Werksmans Sponsor to Fairvest Property Holdings PSG Capital Lead corporate advisor to Fairvest Limited Ferryman Capital Partners Joint corporate advisor and transaction sponsor to Fairvest Limited Nedbank Corporate and Investment Banking, a division of Nedbank Limited Attorney and competition law advisor to Fairvest Limited Cliffe Dekker Hofmeyr Incorporated Date: 27-01-2022 03:15:00 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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Fairvest Property Holdings Limited published this content on 27 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2022 13:28:03 UTC.