FORTRESS REIT LIMITED - Finalisation announcement in respect of the in specie distribution

Finalisation announcement in respect of the in specie distribution

FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes:  FFA  ISIN: ZAE000248498
                  FFB  ISIN: ZAE000248506
Bond company code: FORI
(Approved as a REIT by the JSE)
(“Fortress” or “the Company”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE IN SPECIE DISTRIBUTION


Shareholders are referred to the in specie distribution declaration announcement published on SENS on
Thursday, 5 March 2020 wherein shareholders were advised that the dividend of 77,67 cents per Fortress A
ordinary share (“FFA”) and the dividend of 74,84 cents per Fortress B ordinary share (“FFB”) share for the
six months ended 31 December 2019 would be settled by way of an in specie distribution of Resilient REIT
Limited (“Resilient”) shares at a reference price of R52,69 per share (“declaration announcement”).
Shareholders are advised that the requisite exchange control approval has been received and that the in
specie distribution will be settled in accordance with the terms set out in the declaration announcement. The
salient dates and times and all other information relating to the in specie distribution remain unchanged and
is set out in the declaration announcement.

The in specie distribution will be determined on the basis that every shareholder holding 1 000 or more FFA
or FFB shares will receive Resilient shares to the value of the dividend outstanding on the FFA and FFB
shares in the ratio of 1 Resilient share for every 67.84 FFA shares or 1 Resilient share for every 70.40 FFB
shares held at the close of trade on the record date, being Friday, 27 March 2020.
Fortress shareholders holding less than 1 000 FFA or less than 1 000 FFB shares will have the dividends
settled in cash.

Illustrative example of the application of rounding and the impact of dividend tax on the in specie distribution

The application of the rounding down principle to the nearest whole number and the impact of dividend tax on
shareholders holding 1 000 FFA or 1 000 FFB shares or more are illustrated by way of the example below:

                                                         FFA               FFA                FFB              FFB
                                               South African      Non-resident      South African     Non-resident
                                                    resident      shareholders           resident     shareholders
                                                shareholders        subject to       shareholders       subject to
                                                 exempt from   dividend tax at        exempt from     dividend tax
                                                dividend tax               20%       dividend tax           at 20%
Dividend (cents)                                     77.6700           77.6700            74.8400          74.8400
Dividend tax (cents)                                       -         (15.5340)                  -        (14.9680)
Total net dividend (cents)                           77.6700           62.1360            74.8400          59.8720
Number of shares held                                  1 000             1 000              1 000            1 000
Rand amount of net dividend (R)                       776.70            621.36             748.40           598.72

Resilient reference price for dividends (R)            52.69             52.69              52.69            52.69
Calculated number of Resilient shares
received (unrounded)                                 14.7409           11.7928            14.2038          11.3631
Calculated number of Resilient
shares received (rounded down)                            14                11                 14               11
Resilient shares value (R) (rounded)                  737.66            579.59             737.66           579.59
Cash value (R)                                         39.04             41.77              10.74            19.13


If a Fortress shareholder becomes entitled to a fraction of a Resilient share arising from the in specie
distribution, such fraction will be rounded down to the nearest whole number, resulting in the allocation of
whole Resilient shares and a cash payment for the remaining fraction.

In accordance with Fortress’ status as a REIT, shareholders are advised that the in specie distribution meets
the requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act and
will constitute a dividend for South African income tax purposes.

17 March 2020


Lead sponsor
Java Capital
 
Joint sponsor
Nedbank Corporate and Investment Banking

Date: 17-03-2020 12:09:00
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