Wrap Text
Results of successful accelerated bookbuild offering
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share code: FFB
ISIN: ZAE000248506
Bond company code: FORI
LEI: 378900FE98E30F24D975
("Fortress" or "the Company")
RESULTS OF SUCCESSFUL ACCELERATED BOOKBUILD OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAWS AND
REGULATIONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN THE UNITED STATES OR ANY JURISDICTION.
Shareholders of Fortress are referred to the announcement released on the Stock Exchange News Service of the JSE Limited
("JSE") and the news service of the A2X Markets ("A2X") on 29 June 2026 regarding the launch of a placing of new
Fortress B ordinary shares (the "Placement Shares") by way of an accelerated bookbuild offering (the "Placement").
Following strong institutional demand, Fortress is pleased to announce the successful pricing of 55 670 104 Placement
Shares, equating to approximately 4.5% of the Company's total B ordinary shares in issue. The Placement Shares will be
issued by the Company under and pursuant to its existing general authority to issue B ordinary shares for cash granted by
shareholders at Fortress' annual general meeting held on 1 December 2025.
The Placement Shares were placed at a price of ZAR24.25 per B ordinary share, representing a 1.0% discount to the Fortress
30-day volume weighted average price, as at market close on 29 June 2026. Fortress intends to use the net proceeds of the
Placement to advance the rollout of the SA and CEE logistics development pipeline and to conclude on retail opportunities
that align with Fortress' investment criteria. Until these developments, expansions, enhancements and acquisition
opportunities are finalised, the Placement proceeds will, in the short-term, be deployed in a manner that avoids any
significant cash drag and continues to support a healthy loan-to-value position.
Subject to approval by the JSE and A2X, listing of the Placement Shares is expected to commence at 09h00 (South African
Standard Time) on or about 3 July 2026 (i.e. on a T+3 basis).
Pursuant to a placement agreement entered into with the Company (the "Agreement"), Rand Merchant Bank (a division of
FirstRand Bank Limited) and Morgan Stanley & Co International Plc (together, the "Joint Global Coordinators") are
acting as joint global coordinators and bookrunners for the Placement. Fortress has agreed, pursuant to the Agreement, not
to issue any further B ordinary shares for a period of 90 days after the closing of the Placement, subject to customary
exceptions or waiver by the Joint Global Coordinators.
30 June 2026
Joint Global Coordinator and Transaction Sponsor Joint Global Coordinator
Rand Merchant Bank (a division of FirstRand Bank Limited) Morgan Stanley & Co. International plc
Legal Advisors to Fortress Legal Advisors to the Joint Global Coordinators
DLA Piper Advisory Services Proprietary Limited and DLA Bowman Gilfillan Inc. t/a Bowmans and Milbank LLP
Piper UK LLP
IMPORTANT NOTICE
This announcement is not for release, publication or distribution, 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 prohibited by applicable laws and regulations.
The distribution of this announcement and the offering of the Placement Shares may be restricted by the laws 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. No action has been taken by Fortress or the Joint Global Coordinators
or any of their respective affiliates that would permit an offering of the Placement Shares or possession or distribution of
this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for
that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdictions.
This announcement is for information purposes only and does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The Placement Shares have not been and will not be offered to the
public in any jurisdiction in circumstances which would require the preparation or registration of the Placement Shares or
any offering document relating to the Placement in such jurisdiction.
The Placement Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the
"Securities Act") or the securities law of any state or other jurisdiction of the United States, and accordingly may not be
offered or sold, directly or indirectly, in or into the United States unless registered under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the registration requirements thereof. Accordingly, the Placement
Shares are being offered and placed only in "offshore transactions" meeting the requirements of Regulation S under the
Securities Act. There will be no public offering of the Placement Shares in the United States or in any other jurisdiction in
which offers, sales or announcement would be prohibited by applicable laws and regulations.
The offer and placement of the Placement Shares have 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 be no public offer of Placement Shares in Australia, Canada, and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for 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 Act, No. 71 of 2008, as amended
(the "South African Companies Act") 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. This announcement
does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act
and the South African Companies Regulations of 2011 promulgated thereunder, and has not been approved by, and/or
registered with, the South Arican Companies and Intellectual Property Commission.
In South Africa the Placement was not and 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 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"), were entitled
to apply for Placement Shares in the Placement. Any investment activity to which this announcement relates will only be
available to, and will only be engaged with, relevant persons. Any person 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.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the
South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should not be construed as an
express or implied recommendation, guide or proposal that any particular transaction in respect of the Placement Shares or
in relation to the business or future investments of Fortress, is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services in South Africa. Fortress is not a financial services provider
licensed as such under the FAIS Act.
In member states of the European Economic Area this announcement and the Placement was and will only be directed only
at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. In the United Kingdom this announcement and
the Placement was directed only at "qualified investors" within the meaning of the UK Prospectus Regulation: (i) who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who fall within Article 49(2)(A) to(D) of
the Order; and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates
will only be engaged in with such persons and it should not be relied on by anyone other than such persons. For these
purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Each of the Joint Global Coordinators is acting exclusively for the Company and no-one else in connection with the
Placement. They will not regard any other person as their respective clients in relation to the Placement and will not be
responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for
providing advice in relation to the Placement, the contents of this announcement or any transaction, arrangement or other
matter referred to herein.
Neither of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents makes
any representation or warranty, express or implied, as to the accuracy, completeness or verification of the information set
forth in this announcement, and 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 of the Joint Global Coordinators or any of their
respective directors, officers, employees, advisers or agents accepts any responsibility for its accuracy, completeness or
verification and, accordingly, 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 includes "forward-looking statements". Forward-looking statements are statements that are not
historical facts and may be identified by the use of words such as "anticipate", "believe", "continue", "should", "will",
"target", "forecast", "expect", "potential", "intend", "estimate", "strategy", "can" and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set out in
this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which are
difficult to predict and generally beyond the control of Fortress, that could cause Fortress' actual results and outcomes to be
materially different from historical results or from any future results expressed or implied by such forward-looking
statements. Actual events may differ significantly from any anticipated development due to a number of factors, including
without limitation, changes in public sector investment levels, changes in the general economic, political and market
conditions in the markets in which Fortress operates, Fortress' ability to attract, retain and motivate qualified personnel,
changes in Fortress' ability to engage in commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are
subject to change without notice. Fortress does not undertake any obligation to review, update, confirm, or to release publicly
any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placement Shares. Any investment decision to buy Placement Shares in the Placement
must be made solely on the basis of publicly available information, which has not been independently verified by the Joint
Global Coordinators and/or the Company.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placement and,
accordingly, there can be no certainty that the Placement will proceed. The Company reserves the right not to proceed with
the Placement or to vary any terms of the Placement in any way.
The Placement Shares to be sold pursuant to the Placement are admitted to trading on the stock exchange operated by the
JSE, with a secondary listing on the A2X Stock Exchange, so far as the Company is aware, it is not intended that they will
be admitted to trading on any other stock exchange.
Date: 30-06-2026 07:30:00
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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