SAFARI INVESTMENTS (RSA) LIMITED - Joint Merger Filing by Heriot Properties Proprietary Limited and Safari

Joint Merger Filing by Heriot Properties Proprietary Limited and Safari

SAFARI INVESTMENTS (RSA) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/015002/06)
Share code: SAR ISIN: ZAE000188280
(Approved as a REIT by the JSE Limited)
(“Safari” or the “Company”)

JOINT MERGER FILING BY HERIOT PROPERTIES PROPRIETARY LIMITED AND SAFARI

    1. Background

        Safari shareholders (“Safari Shareholders”) are referred to the announcement on SENS on 27 July 2021
        advising, inter alia, that Heriot Properties Proprietary Limited and related parties, being Heriot Investments
        Proprietary Limited and Reya Gola Proprietary Limited (“Heriot”) has, in aggregate, acquired an interest in the
        securities of the Company such that the total interest in the securities of the Company held by Heriot amounts
        to 32.20% of the total issued share capital of the Company.

        As of the date hereof, Heriot's shareholding is approximately 32,51% of the total issued share capital of the
        Company. Heriot's shareholding is below the regulatory 35% threshold for an affected transaction under the
        Companies Act. However, for South African merger control purposes a shareholder's effective voting interest
        is relevant, having regard to the general voting patterns at shareholder meetings. In this context, if fully
        exercised, Heriot's voting power for merger purposes could potentially exceed 50%, depending on shareholder
        turnout.

    2. Heriot's strategic intention; joint merger filing to the Competition Authorities

        Heriot has advised that it intends to continue to increase its shareholding in the Company, and considers that
        Safari owns a property portfolio that is complementary to the property portfolio owned by it and that such
        enhanced shareholding will allow it to expand its real estate investments.

        In light of this intent and the relevant voting considerations, Heriot has sought formal merger approval from the
        Competition Authorities in South Africa and Namibia by way of a joint filing by it and Safari. Pending such
        approval, Heriot will ensure that it does not exercise more than 50% less 1 vote of the total votes cast at Safari
        shareholder meetings.

        To enhance synergies and alignment, Heriot and Safari will enter into a relationship agreement to address
        various aspects of their relationship, including a framework to manage governance conflicts, if any.

        The merger filing in Namibia has been approved, without conditions. The merger filing in South Africa was
        lodged on Friday, 3 December 2021 and is categorised as a large merger under the Competition Act, 89 of
        1998. In the ordinary course, the decision of the South African Competition Tribunal on the filing can be
        expected in the first half of 2022.


        Pretoria
        8 December 2021

        Sponsor
        PSG Capital

Date: 08-12-2021 09:43:00
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