Wrap Text
Strategic Partnership with Blackstone Inc. In Europe, Update on Activities and Withdrawal of Cautionary Announcement
Burstone Group Limited
(Previously Investec Property Fund Limited)
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2008/011366/06)
Share code: BTN ISIN: ZAE000180915
Bond Code: BTNI
("Burstone" or "the Group")
STRATEGIC PARTNERSHIP WITH BLACKSTONE INC. IN EUROPE, PROGRESS MADE IN BUILDING
OUT THE GROUP'S FUND AND INVESTMENT MANAGEMENT ACTIVITIES ACROSS ALL REGIONS,
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
A. PROGRESS MADE IN BUILDING OUT THE GROUP'S FUND AND INVESTMENT MANAGEMENT
ACTIVITIES ACROSS ALL REGIONS
Key highlights include:
- Strategic partnership with funds managed by affiliates of Blackstone Inc. (Blackstone) on the
Group's Pan-European Logistics (PEL) portfolio (PEL Portfolio) launching Burstone's European
funds and asset management strategy (further detail provided in part B of this announcement). The
strategic partnership will look to further aggregate industrial and logistics properties across
Burstone's core European markets.
o Burstone retains a 20% co-investment in PEL and asset management of the PEL Portfolio
o €1,022 million headline price for PEL, representing a 5.6% net initial asset yield
i. 3.1% discount to financial year 2024 (FY24) gross asset value (GAV)
ii. 11.7% discount to FY24 net asset value (NAV)
o circa €250 million of immediate cash proceeds to Burstone
o Significant reduction in Group loan-to-value (LTV) by 12.5% to circa 33.5%, providing
headroom to support the Group's strategic initiatives
o Look through gearing reduces from 58% to circa 41%
o Positive earnings impact in the short-term of 1.3% based on historic FY24 distributable
earnings
o Enhanced impact in medium term as future impact of higher interest rates is negated through
lower leverage
o Significant benefits through operational leverage as platform is scaled
o Burstone will increase its dividend payout ratio from 75% to between 85% to 90% with effect
from its interim reporting period i.e.1H25
- The Group is accelerating the expansion of its fund and investment management strategy across
all regions in which it operates:
o Australia: The Irongate Group joint venture (Irongate JV) has concluded a new industrial joint
venture backed by a leading global alternative asset management firm, increasing Irongate's
equity assets under management (AUM) from A$490 million to circa A$600 million post
implementation of initial acquisitions, reflecting an increase of 32% since acquisition:
- An initial soft commitment of A$200 million of equity has been earmarked with the
aim to upsize upon successful deployment
- Burstone, through the Irongate JV, will have a minority co-investment in the
new joint venture and the Irongate JV will provide the investment and asset
management functions
- Initial portfolio of industrial and logistics assets located in Queensland - total
purchase consideration of circa A$140 million and equity commitment from
the new joint venture of circa A$80 million
- Attractive return profile with core plus and value-add target returns; additional
upside through investment management and asset management
- The Irongate JV have identified an attractive pipeline of opportunities to
deploy the initial commitment
o Europe: Burstone is currently in exclusive negotiations with regards to a 25% co-investment
and ongoing management of €170 million in respect of a German light industrial and last mile
logistics platform
- This will replicate a successful light industrial track record and is expected to be
earnings accretive if concluded in Q3/Q4 2024
o South Africa: Burstone is in exclusive negotiations with cornerstone investors to build its "SA
Core plus platform"
- This will utilise a portion of South African assets to seed the platform and is expected
to be executed over the next 6 to 12 months
- Post the successful implementation of the abovementioned transactions, Burstone's total direct and
indirect GAV will be circa R42 billion, of which 54% is third party AUM
o Third party AUM increases almost 5x from R4.7 billion to circa R23.0 billion
o Fund and asset management revenues are expected to more than double over the next 12 to
24 months
Expanding the Group's fund and investment management model offers multiple benefits for Burstone,
particularly the ability to achieve enhanced integrated real estate returns. This approach combines
traditional real estate asset yields with additional upside from operating a funds, investment, and asset
management model, where the Group can earn management, leasing, and acquisition fees, as well as
potentially generate performance fees through outperformance.
This hybrid model of traditional real estate investment, stapled with expertise across fund management,
investment management, asset management and development management supports the Group's
strategy of delivering enhanced returns on capital deployed and maximising operational leverage from
its scalable platform.
B. STRATEGIC PARTNERSHIP WITH BLACKSTONE
1. BACKGROUND AND INTRODUCTION
1.1 With reference to the previous cautionary announcements, the last of which was published on SENS
on 26 August 2024, Burstone is pleased to announce that it has reached agreement with Blackstone,
subject to fulfilment of the condition set out in paragraph 5 below (Condition), to dispose of its
majority stake in the PEL Portfolio to Safari Bidco S.À R.L by way of a disposal of its shares in
Hexagon Holdco S.À R.L (Hexagon Holdco), whilst retaining a 20% minority stake and continuing
to manage the PEL Portfolio, resulting in the acquisition by Blackstone of an 80% stake in the PEL
Portfolio from Burstone and ED Trust INL Investments I Proprietary Limited (EDT) (the Proposed
Transaction).
1.2 Hexagon Holdco is a private limited liability company incorporated and existing under the laws of the
Grand Duchy of Luxembourg, which together with Hexagon Holdco 2 S.À.R.L (Hexagon Holdco 2)
holds the PEL Portfolio. The shareholders of Hexagon Holdco and Hexagon Holdco 2 respectively
are, Burstone Luxembourg Investments Holdings S.À R.L (Burstone Lux 1) (a wholly-owned
subsidiary of Burstone) (circa 19%), Burstone Lux 2 S.À R.L (Burstone Lux 21) (a subsidiary of
Burstone) (circa 75%) and EDT (circa 6%). EDT is an active vehicle, run and managed by an
experienced team with significant investment experience and track record. It is wholly owned by the
Entrepreneurship Development Trust a charitable BEE investor that is focused on supporting
entrepreneurial activity and delivering educational enrichment to previously disadvantaged South
Africans in order to contribute and make a lasting impact to South Africa's economy. EDT is
independent of Burstone and is not a related party of Burstone.
1.3 Safari Bidco S.À R.L (Safari Bidco), Safari Midco S.À R.L (Safari Midco) and Safari Topco S.À R.L
(Safari Topco) are private limited liability companies (société à responsabilité limitée) incorporated
and existing under the laws of the Grand Duchy of Luxembourg, and each entity was incorporated
for the purpose of the Proposed Transaction and is an entity owned indirectly by investment funds
advised by Blackstone. Blackstone is incorporated in the State of Delaware, United States of America
and is listed on the New York Stock Exchange. Further information is available at
www.Blackstone.com.
1 The shareholders of Burstone Lux 2 are Burstone (87%), Pan-European Logistics Mauritius (12%) and Paul Rodger
(1%). Burstone has given PELM an option to reinvest its interest in Burstone Lux to Safari Bidco (defined below) behind
Burstone.
2. RATIONALE FOR THE PROPOSED TRANSACTION
2.1 Burstone's strategic objectives for the short-to-medium-term include the following five key pillars,
each of which are essential to drive long-term success and value creation as an integrated
international real estate investor and fund and asset manager:
2.1.1 International integration;
2.1.2 optimise current portfolios;
2.1.3 maintain a robust balance sheet;
2.1.4 growth; and
2.1.5 holistic sustainability.
2.2 The Proposed Transaction accelerates Burstone's European funds and asset management strategy
in line with the Group's strategic objectives, creating an opportunity for Burstone to further expand its
fund and investment management strategies. The Group is well positioned to execute this strategy,
underpinned by management teams who have a successful track record of aggregating and realising
value for multiple third-party capital investors.
2.3 The partnership with Blackstone offers significant strategic benefits, aligning best-in-class capital with
Burstone's strategic direction and unlocking scalability and growth potential for the Group's fund and
investment management business. Additionally, enhanced access to capital and resources will drive
operational efficiencies and boost profit margins. It also facilitates easier market expansion,
leveraging relationships and buying power for services such as market data and competitor analysis.
Additionally, it increases diversification across core markets and tenant mixes while deepening the
strong relationship with Blackstone, building on a proven track record of successful collaborations.
2.4 The Proposed Transaction offers several financial benefits:
2.4.1 Deleveraging: It significantly reduces gearing by approximately 12.5%, bringing it down to 33.5%,
with a look-through gearing reduction from 58% to c.41%.
2.4.2 Earnings Accretion: The transaction is earnings accretive, with a 1.3% positive impact if using
FY24 distributable earnings as the base. This is due to higher management fees and interest
savings from reduced leverage, which offset the net loss from the reduced investment in PEL.
2.4.3 Earnings Stability: It stabilizes future earnings by neutralizing the expected increase in Group
interest costs. The lower leverage also reduces the need to refinance existing hedges, which
would otherwise reset at higher costs in the current interest rate environment.
3. USE OF PROCEEDS
3.1 The net proceeds of circa €250 million (circa R5 billion) arising from the Proposed Transaction for
the sale of 63.15% (of its 83.15%) will be used in line with Burstone's strategic objectives with a focus
on:
3.1.1 de-levering by circa R4 billion resulting in a decrease in LTV of approximately 12.5%, thereby
improving and maintaining a robust balance sheet in the process;
3.1.2 capitalising on potential future growth opportunities across the Group's core regions and
strategies (with circa R860 million for near term commitments into the Group's Australian and
German platforms which are anticipated to generate high single digit cash on cash returns and
high teen leveraged IRRs);
3.1.3 supporting further growth in the PEL platform over time; and
3.1.4 increasing the dividend payout ratio from currently 75% to between 85% to 90% with effect from
the Group's interim reporting period (i.e. 1H25).
3.2 The combination of a stronger balance sheet and financial headroom to capitalise on potential future
growth opportunities is key to delivering shareholder value and short-to-medium-term growth across
the Group's core regions and strategies.
3.3 Effective capital optimisation remains a key strategic imperative and investment opportunities will be
considered in line with the Group's capital allocation framework and overall leverage. The Group will
seek to target a longer-term leverage ratio below 35% with a medium-term LTV between 34% to
36%.
3.4 The Group will continue to assess several opportunities to fund its growth strategy and decrease
reliance on its balance sheet including continued asset recycling; the development of its South
African fund management strategy and the introduction of LP capital partners to co-invest alongside
Burstone.
3.5 The Group will ensure that it deploys/recycles capital into the best international/local opportunities
that will support its longer-term strategic plan and continue to create shareholder value.
4. SALIENT TERMS OF THE TRANSACTION AGREEMENTS
4.1 The Proposed Transaction will be implemented in terms of the signed sale and purchase of shares
agreement (Sale Agreement) and several ancillary agreements which the parties have in good faith
on a reasonable endeavours basis undertaken to agree the form as soon as reasonably practicable,
and in the case of the Shareholders Agreement and the Management Agreement by no later than 10
September 2024 (collectively referred to as the "Transaction Agreements"), and essentially –
4.1.1 the Sale Agreement entails that Safari Bidco will acquire 100% of the issued share capital of
Hexagon Holdco from Burstone Lux 1, Burstone Lux 2 and the remaining minority shareholder,
EDT, while Burstone Lux 2 obtains a 20% interest in Safari Midco;
4.1.2 the terms of the First-loss Protection Agreement address valuation differences between Burstone
and Blackstone in respect of certain properties in the PEL Portfolio;
4.1.3 the Management Agreement governs the terms on which a subsidiary of Burstone will provide
operational management services in respect of the PEL Portfolio for consideration, for an agreed
initial period and subject to automatic continuation thereafter;
4.1.4 the Shareholders Agreement confers customary rights to Safari Topco and Burstone Lux 2
respectively as 80:20 shareholders in Safari Midco, through which Burstone will retain a 20%
effective stake in the PEL Portfolio; and
4.1.5 the Manco Call Option Deed entails that Blackstone will be entitled to internalise Burstone's
interests in the subsidiary of Burstone providing the management services under the Management
Agreement, but after the expiry of the initial period and at value for Burstone.
4.2 Sale Agreement
4.2.1 Subject to the Condition being fulfilled and with effect from Closing, Burstone will effectively
reduce its interest in the PEL Portfolio to 20%, by Burstone Lux 1, Burstone Lux 2 (the Burstone
Sellers) and EDT (collectively, the Sellers) selling their shares held in Hexagon Holdco (the Sale
Shares) to Safari Bidco, and all outstanding loans, financing liabilities or obligations between the
Sellers and Hexagon Holdco and its subsidiaries (the Target Companies) will be settled in
accordance with the terms of the Sale Agreement (Sale).
4.2.2 Consideration and Payment
4.2.2.1 The consideration for the Sale Shares is an amount equal to the final net asset value of the
Target Companies and will be allocated 6% to EDT, 19% to Burstone Lux 1, and 75% to
Burstone Lux 2.
4.2.2.2 On Closing, Safari Bidco will settle the estimated net asset value by (i) instructing the payment
of the deposit €76,650 million to the Sellers in cash, (ii) issuing unsecured loan notes to
Burstone Lux 2 (Consideration Loan Notes), (iii) paying an amount equal to €28 million in
cash (which will be held in escrow in terms of the agreed period under the First-Loss Protection
Agreement (First-loss Cash Security Amount), unless Burstone Lux 2 furnishes Safari Bidco
with a bank guarantee for the same amount (First-loss Bank Guarantee)), and (iv) paying
the Sellers an amount equal to the balance.
4.2.2.3 If there is any difference between the estimated net asset value and the final net asset value,
a true-up payment will be made by the relevant party within an agreed period after the
finalisation of the aggregated balance sheet of the Target Companies.
4.2.2.4 Burstone Lux 2 will assign to Safari Midco (i) the Consideration Loan Notes for a 20% interest
in Safari Midco, and (ii) a portion of the loan debt owed to it by the Target Companies for an
interest-bearing shareholder loan, resulting in Burstone retaining a 20% effective stake in the
PEL Portfolio.
4.2.3 Closing
4.2.3.1 The Burstone Sellers will notify Safari Bidco in writing after the Condition is satisfied
(Condition Satisfaction Notice).
4.2.3.2 Unless otherwise agreed between the parties, closing will take place on the later of the last
business day of the month in which the Condition Satisfaction Notice is given, and the date
that is the tenth business day after the Condition Satisfaction Notice is given (Closing).
4.2.3.3 The Sale will take effect from completion of Closing in accordance with the provisions of the
Sale Agreement (Effective Date).
4.2.3.4 If any of the documents (including each of the other Transaction Agreements) required by the
Sale Agreement to be in agreed form is not in agreed form by the business day preceding
Closing, either of the Burstone Sellers or the Safari Bidco may terminate the Sale Agreement
without liability except for in the case of breach.
4.2.4 Warranties & W&I Insurance
4.2.4.1 The Sale Agreement will be subject to the warranties given by the Burstone Sellers (in the
case of EDT, the fundamental warranties only), the majority of which will be covered by
warranty and indemnity insurance (save for those which are deemed low risk and uninsurable)
which Safari Bidco has or intends to secure, and which are generally consistent with
commercial practice for transactions of this nature. The aggregate liability of the Sellers in
respect of all claims other than certain specific tax claims, and specific indemnity claims will
not exceed €1.00.
4.2.4.2 Burstone Offshore Proprietary Limited will on Closing provide a guarantee in favour of Safari
Bidco to secure Burstone Sellers' payment obligations arising from any potential specific
indemnity claim, or failing the provision of such guarantee, the Burstone Sellers will grant Safari
Bidco a share pledge over Burstone Lux 2's shares in Safari Midco.
4.3 First-loss Protection Agreement
4.3.1 For purposes of the Proposed Transaction, Burstone considers the market values of certain of
the properties in the PEL Portfolio to be higher than the value attributed by Blackstone. The
Proposed Transaction will be concluded on the basis of the values attributed by Burstone.
4.3.2 The First-loss Protection Agreement addresses the difference in valuation, with Burstone covering
its potential future loss of up to circa €60 million, while having the right to market and manage the
sale of the relevant properties to avoid or reduce its potential future loss within an agreed period.
4.3.3 As security for its obligations under the First-loss Protection Agreement, the First-loss Cash
Security Amount will be retained in escrow or Burstone will furnish the First-loss Bank Guarantee
for the duration of the security period, and where the First-loss Cash Security Amount or First-loss
Bank Guarantee (€28 million) is insufficient to meet Burstone's security obligations, Blackstone
will have the option to purchase a proportion of Burstone's interests in Safari Midco equal to the
lower of the remainder owing under its security obligations and €32 million (First-loss Share
Security Amount). Burstone is in advanced discussions on the sale of several of these properties
and expects to de-risk in the near-term.
4.4 Management Agreement
4.4.1 The Management Agreement will commence on Closing and continue for an agreed initial term,
whereafter it will continue automatically indefinitely unless terminated by either party. A make-
whole fee will be payable to Burstone in certain circumstances, inter alia, where the other party
terminates without cause or Burstone terminates for unremedied material breach or default by the
other party.
4.4.2 In terms of the agreement, a subsidiary of Burstone (the Manager) will provide operational
management services in respect of the real estate and other assets in the PEL Portfolio, including
the monitoring and oversight of property managers and the day-to-day management of the
business and operations of the assets and providing support in respect of corporate matters.
4.4.3 As consideration for the services, Blackstone will pay market-related asset management fees to
the Manager made up of inter alia management fees, development management fees and
investment opportunity fees.
4.4.4 As per the Shareholders Agreement, Burstone will not be restricted from providing operational,
asset or property management services in respect of other real estate assets.
4.5 Manco Call Option Deed
4.5.1 Burstone will grant to Safari Topco the option to purchase from Burstone UK all shares and
interests held in the Manager (the Manco Interests).
4.5.2 The option will only be exercisable for a limited agreed period commencing from the date
immediately after the expiry of the initial term under the Management Agreement.
4.5.3 The consideration payable for the Manco Interests, if the call option were to be exercised, will be
determined in accordance with a pre-agreed formula, calculated at the time of exercise.
4.5.4 If at the time of exercising the call option, such exercise would constitute –
4.5.4.1 a Category 1 transaction for Burstone, it will be subject to shareholder approval being obtained;
or
4.5.4.2 a Category 2 transaction for Burstone, an announcement will be published.
4.6 Shareholders Agreement
4.6.1 Safari Topco will hold an 80% interest in Safari Midco, and Burstone Lux 2 will hold the remaining
20% interest. In addition, Burstone Lux 2 will hold promote share(s) which will entitle it to the
amount distributable as a promote in respect of each investment held by Safari Midco in
accordance with the agreed distribution waterfall.
4.6.2 The Shareholders Agreement will confer customary rights on Safari Topco (as majority
shareholder) and Burstone Lux 2 (as a minority shareholder), and will make provision for terms
and mechanisms in respect of equity and debt funding, pre-emptive rights, drag-along and tag-
along rights, distributions, liquidity, and governance.
4.6.3 The management, control and operation of Safari Midco will vest in its board of managers which
Safari Topco will be entitled to nominate. Certain reserved matters to be agreed by parties will not
be carried out by Safari Midco without Burstone Lux 2's prior consent.
5. CONDITION
5.1 Closing of the Sale Agreement is conditional on an ordinary resolution having been passed at a
General Meeting of Burstone, in accordance with paragraph 9.20(b) of the Listing Requirements, as
set out in the notice to convene a general meeting of the shareholders of Burstone Group Limited
contained in the Circular (Condition).
5.2 Unless the parties agree otherwise, the Condition must be satisfied by 120 days after the date of
signature of the Sale Agreement.
6. OVERVIEW OF THE PEL PORTFOLIO AND PROPERTY SPECIFIC INFORMATION
The PEL Portfolio is valued in aggregate at €1,055,051,000 as at 1 June 2024 and comprises 32 logistics
properties located in seven jurisdictions across Europe, including the core countries of Germany, France
and the Netherlands where the majority of the portfolio is situated.
Robust occupier demand and take-up, coupled with limited new supply in core markets ensure a pivotal
role for strategically located assets in the continent's economic landscape. With a tenant base operating
in diverse industries ranging from manufacturing and 3PL logistics to technology and innovation, the PEL
portfolio offers a wide array of properties to cater to the evolving needs of every business.
The property specific information required in terms of the Listings Requirements of the JSE Limited (JSE)
(Listings Requirements) in respect of the PEL Portfolio is set out below:
Weighted Valuation as
Portfolio
No. Property Name Location Average at 1 June
GLA
Rental 2024
(m²) (€/m²) (€)
1. Hordijk Rotterdam, Netherlands 13,268 66.72 13,800,000
2. Wetzlar Langgöns, Gießen, Germany 23,582 61.53 27,500,000
3. Hoppegarten Mahlsdorf, Berlin, Germany 97,666 66.4 145,975,000
Darmstadt, Frankfurt,
4. Frankfurt Airport 26,584 162.87 71,400,000
Germany
Auvergne-Rhône-Alpes, Lyon,
5. Toussieu Park 38,840 60.78 41,900,000
France
Old Town in Mitte, Lower
6. Hanover 24,471 10.29 18,325,000
Saxony Land, Germany
Île-de-France, Seine-et-Marne,
7. Saint-Fargeau 20,426 46.77 17,800,000
France
Seine-Maritime, Le Havre,
8. Rouen 9,649 44.75 7,430,000
France
Brittany région, Rennes,
9. Rennes 19,158 49.13 14,500,000
France
Port-Saint-Louis-du-Rhone,
10. Marseille Park 65,343 52.67 60,700,000
Marseille, France
Seine-Maritime, Le Havre,
11. Le Havre 28,595 51.04 23,120,000
France
12. Combs la Ville Combs la Ville, Paris, France 23,262 40.42 18,625,000
Bourg-en-Bresse Auvergne-Rhône-Alpes, Lyon,
13. 35,000 51.96 27,500,000
Park France
14. Belfort Isère, Fontaine, France 30,591 47.54 21,570,000
15. Carpiano Milan, Italy 76,405 59.52 69,700,000
16. Lodz Park Central Poland, Poland 19,422 59.2 13,325,000
Centre région, Orléans,
17. Orléans 20,509 43.82 16,575,000
France
18. Krakowska Warsaw, Szyszkowa, Poland 11,046 63.55 11,550,000
West-central Poland, River
19. Pozna? Park 31,875 49.67 23,775,000
Warta, Poland
Maasvlakte, Rotterdam,
20. Maasvlakte Park 67,390 64.73 49,825,000
Netherlands
21. Bergen op Zoom Bergen op Zoom, Netherlands 20,958 55.97 19,650,000
Maaseik, Oudsbergen,
22. Oudsbergen Park 77,507 46.34 53,550,000
Belgium
23. Tiel Tiel, Netherlands 9,822 0 9,400,000
Düsseldorf,
24. Mönchengladbach 10,618 90.98 19,400,000
Mönchengladbach, Germany
25. Dortmund Ruhr, Dortmund, Germany 25,783 45.79 24,700,000
Southeastern Netherlands,
26. Venlo 25,704 49.77 22,050,000
Venlo, Netherlands
Logistics Court Amsterdam, Schiphol,
27. 17,377 151.01 34,600,000
Schiphol Netherlands
Castile–La Mancha, Cuenca,
28. Tarancon Park 83,005 31.76 45,200,000
Spain
Houthalen, Houthalen-
29. Houthalen 26,995 49.1 20,390,000
Helchteren, Belgium
30. Kölleda Thuringia, Kölleda, Germany 16,064 43.13 11,820,000
Höhscheid, Solingen,
31. Solingen 26,025 58.35 25,300,000
Germany
Sochaczew Park, Olimpijska,
32. Sochaczew 101,614 42.62 74,096,000
Poland
Total 1,124,555 54.56 1,055,051,000
Notes:
1. The PEL Portfolio consists of 32 properties in the logistics sector.
2. Figures represent 100% ownership.
3. The difference between the valuation and the Consideration is due to the fact that the value attributed by the
independent property valuer is an open market value while the Consideration is a negotiated value of Hexagon,
being the entities that hold the PEL Portfolio.
4. The PEL Portfolio was valued by Graham MacMillan of CRBE Limited, an independent external registered
professional valuer in terms of the Royal Institution of Chartered Surveyors
5. The weighted average per square metre is at 1 June 2024.
7. FINANCIAL INFORMATION
Hexagon's reported net value of assets and its loss after tax, as disclosed in its audited results for the
year ended 31 December 2023, prepared in accordance with IFRS and audited by PwC Société
cooperative, were €291million (R5 968 million) and €(30.5) million (R(686) million, respectively.
The loss attributable to the net assets of Hexagon as at 31 December 2023 is per IFRS disclosure and
is not a reflection of the distributions.
8. JSE CATEGORISATION
8.1 The Proposed Transaction constitutes a category 1 transaction in terms of paragraph 9.5(b) of the
Listings Requirements and is accordingly subject to approval by Burstone shareholders by way of
ordinary resolution.
8.2 It is expected that the circular (Circular) relating to the Proposed Transaction will be posted to
Burstone Shareholders in September 2024 with the general meeting (General Meeting) to approve
the resolutions relating to the Proposed Transaction to be held in October 2024.
8.3 The Circular will include, inter alia, the applicable disclosures required in terms of the Listings
Requirements in respect of the Proposed Transaction, the salient dates and times and incorporate
the Notice of General Meeting. A further announcement will be published in due course.
9. SHAREHOLDER SUPPORT
Burstone has received in principle support from shareholders confirming their intention to vote in favour
of the Proposed Transaction, including on behalf of their clients where they hold the requisite authority
to do so, representing approximately 50.27% of the Burstone shares in issue.
Andrew Wooler, Jenna Sprenger, Nicholas Riley and Moss Ngoasheng who collectively hold 7,256,642
Burstone shares, representing 0.90% of the Burstone shares in issue, have provided Blackstone with
irrevocable undertakings to vote in favour of the resolutions to approve the Proposed Transaction.
10. WITHDRAWAL OF CAUTIONARY ANNOUCEMENT
Having regard to the information in this announcement, shareholders are advised that they no longer
need to exercise caution when dealing in Burstone shares.
11. AVAILABILITY OF INVESTOR PRESENTATION AND DETAILS FOR INVESTOR CALL
A copy of the investor presentation will be made available on the Burstone website at:
https://www.burstone.com/investor-relations/latest-announcements
The Group will host an investor call at 15:00 SAST (14:00 BST). Participants can register for the
conference call by navigating to:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=3693513&li
nkSecurityString=f391accd6
For further information please contact:
Jenna Sprenger (CFO)
E-mail: investorrelations@burstone.com
2 September 2024
Lead Financial Advisor and Transaction Sponsor to Burstone
Merrill Lynch South Africa (Pty) (Ltd) t/a BofA Securities
Joint Financial Advisor to Burstone
Investec Bank Limited
Legal Advisor to Burstone
Bryan Cave Leighton Paisner LLP
Cliffe Dekker Hofmeyr Inc.
Independent Reporting Accountants and Auditor to Burstone
PricewaterhouseCoopers Inc
Financial Advisors to Blackstone
Barclays Bank Ireland PLC
Standard Chartered Bank
Legal Advisors to Blackstone
Simpson Thacher & Bartlett LLP
Bowman Gilfillan Inc.
Date: 02-09-2024 01:40:00
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