REBOSIS PROPERTY FUND LIMITED (IN BUSINESS RESCUE)
Incorporated in the Republic of South Africa
(Registration number: 2010/003468/06)
JSE share code: REA ISIN: ZAE000240552
JSE share code: REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or the “Company”)


PUBLIC SALE PROCESS IN RESPECT OF REBOSIS ASSETS

1. INTRODUCTION

   Shareholders are referred to the announcement released by the Company on 6 April 2023
   confirming that creditors voted in favour of the adoption of the Rebosis Business Rescue Plan
   (“BR Plan”) published on 17 March 2023, including amendments thereto during a meeting of
   creditors convened on 31 March 2023. Creditors also voted in favour of the adoption of Business
   Rescue Plans in respect of those Rebosis subsidiaries which are in Business Rescue at a meeting of
   creditors convened on 3 April 2023.

   The BR Plan contemplates, inter alia, the restructuring of the property portfolio owned by the
   Company and its subsidiaries ("Group") by offering all the immovable properties in the Group for
   sale (“Sale Properties”) pursuant to a Public Sale Process (“PSP”).

   The PSP will be implemented in accordance with the process outlined in the BR Plan and as further
   detailed in a Sales Process Letter (“Process Letter”) which will be made available to Participants
   (as defined in paragraph 3 below).

   This announcement (“PSP Announcement”) provides salient information regarding the PSP,
   including requirements for prospective participants, and the administration of the PSP.

2. PARTICIPATION REQUIREMENTS FOR THE PSP

    Prospective participants must send an email to psp@rebosis.co.za by no later than 28 April 2023,
    indicating their desire to participate in the PSP (“Registration email”) and include the following
    information in the Registration email if available:

    •     full name and/or registration number of the party who will be submitting any EOI, Binding
          Offer and/or Final Offer (as defined in paragraph 3 below) pursuant to the PSP;

    •     in the event that the prospective participant is an entity or partnership, full names and
          identity numbers of all directors, trustees or the like and the ultimate beneficial owners;

    •     address, VAT number and confirmation of tax compliance (if prospective participant is a
          VAT vendor), contact person and contact details (e-mail address and telephone number);

    •     confirmation that the prospective participant is acting as principal and not as agent;

    •     overview of any existing property portfolio owned and/or managed by the prospective
          participant, if any;
   •     the prospective participant’s rationale for seeking to participate in the PSP; and

   •     whether the prospective participant is a related party to the Rebosis Group as defined in
         the JSE Limited (“JSE”) Listings Requirements.

   The Business Rescue Practitioners (“BRPs”) will send an acceptance email in response to a
   compliant Registration email if they are satisfied with the details provided by the prospective
   participant, and the prospective participant will be requested to make payment of a non-
   refundable registration fee of R5 000 (five thousand Rand) (excluding VAT) (“Registration Fee”)
   to an account specified by the Company.

   Prospective participants will also be provided with a standard confidentiality agreement (“NDA”)
   which they must execute in favour of the Group companies and return to psp@rebosis.co.za,
   together with payment confirmation in respect of the Registration Fee, by no later than three
   business days post receipt.

3. PSP PROCESS DESCRIPTION

   3.1   EOI Phase

         On payment of the Registration Fee reflecting in the relevant bank account and a duly
         executed copy of the NDA being delivered to the BRPs, prospective participants may be
         admitted as participants in the PSP by the BRPs (“Participants”). Prospective participants
         have until 8 May 2023 to complete registration for participation in the PSP (“Registration
         Deadline”).

         Participants will be given access to a virtual data room (“VDR”) containing a Process Letter
         and other information regarding the Sale Properties which Participants may utilise to
         inform the content of an expression of interest letter (“EOI”) to be submitted by each
         Participant by 9 May 2023 (“EOI Submission Date”).

         The Participants may also be given the opportunity to attend optional site visits (facilitated
         by Rebosis and the BRPs) of the Sale Properties that are not accessible to the public, subject
         to tenant consent, if applicable. Additional information regarding the timetable and
         logistics regarding site visits will be communicated to Participants in the Process Letter.

         Participants will have the opportunity to pose questions regarding the Sale Properties
         and/or any aspect of the PSP via email or via the VDR. Questions will be collated by the
         BRPs and answered in a document to be shared with the Participants via the VDR.

         Participants will be required to submit a compliant EOI by the EOI Submission Date. Certain
         minimum disclosures must be included in the EOI in order for an EOI to be compliant
         (“EOI Requirements”) and these requirements will be considered by the BRPs when
      assessing each EOI received. The full list of EOI Requirements will be detailed in the Process
      Letter, but includes:

      •   Identity and technical capacity of the Participant;

      •   B-BBEE credentials of the Participant;

      •   Strategic rationale of the Participant;

      •   Financial capacity to be able to execute on the Proposed Transaction;

      •   Sale Properties forming the subject of the EOI and the proposed consideration; and

      •   Conditions to and approvals required for, any potential offer (including public interest
          and competition considerations applicable to the Competition law approvals process).

      The BRPs and the secured creditors (“Secured Creditors”) in respect of the Sale Properties
      that form the subject of any given EOI will consider and evaluate all the EOIs with the
      objective of determining and selecting the Participants who will be invited to progress as
      preferred bidders (“Preferred Bidders”) to the Due Diligence and Offer Phase, as defined
      in paragraph 3.2 below. It is intended that the Preferred Bidders will be notified of their
      selection by 12 May 2023 (“Preferred Bidder Notification Date”).

3.2   Due Diligence and Offer Phase

      Due Diligence

      Preferred Bidders will be granted access to additional information via the VDR for purposes
      of a due diligence investigation of the Sale Properties which form the subject of their
      respective EOIs (“DD” or “Due Diligence”).

      The DD may be undertaken during the DD Period, as per the PSP Timeline (see paragraph
      4 below). During the DD Period, Preferred Bidders will have an opportunity to submit
      written questions via email, which will be collated and responded to at specified intervals
      in accordance with a process set out in the Process Letter or otherwise notified to Preferred
      Bidders. In addition, Preferred Bidders will have an opportunity to participate in a
      scheduled Q&A session regarding the Sale Properties which form the subject of their
      respective EOIs.

      Binding Offers

      A template sale and purchase agreement will be made available to Preferred Bidders in the
      VDR (“Template SPA”). The Preferred Bidders who wish to proceed to make a binding offer
          in respect of any Sale Properties will be required to submit irrevocable binding offers
          (“Binding Offers”) by 29 June 2023 (“Binding Offer Date”).

          Binding Offers must include a marked-up version of the Template SPA and must include all
          terms and conditions that form part of the Binding Offer. Binding Offers must be
          accompanied by proof of funding in a form acceptable to the BRPs for the full purchase
          price contained in the Binding Offer.

          As may be required, negotiations between the BRPs, relevant Secured Creditors and
          Preferred Bidders may commence regarding the terms of any Binding Offer with a view to
          optimising the terms to be contained in Final Offers (as defined below).

          Final Offers

          Without detracting from the irrevocable and binding nature of the Binding Offers,
          Preferred Bidders may propose revisions to their Binding Offers following feedback
          received from the BRPs in respect of their Binding Offers, with a view to submitting, subject
          to the consent of the BRPs (in their discretion), a replacement final offer, including a
          marked-up version of the Template SPA which includes all terms and conditions that form
          part of the final offer (“Final Offer”) before 20 July 2023 (“Final Offer Date”).

   3.3    Award Phase

          Evaluation of the Final Offers will be undertaken by the BRPs in consultation with the
          relevant Secured Creditors. The selection of successful bidders in respect of the Sale
          Properties (“Successful Bidders”) will be communicated to the Successful Bidders as soon
          as a decision has been made by the BRPs and the relevant Secured Creditors, but by no
          later than one week from the Final Offer Date.

          The Final Offers submitted by the Successful Bidders, on terms acceptable to the BRPs and
          Secured Creditors, will be accepted and signed by the BRPs on behalf of the applicable
          Group company and become the final sale agreement in respect of such transaction (“Final
          Sale Agreement”) by no later than two weeks after the Final Offer Date.

4. PSP TIMELINE

   The below table sets out the deadlines for various deliverables in terms of the PSP. Any
   submissions made after the relevant deadline (subject to the potential extension of any deadline
   by the BRPs with the consent of 75% of the voting interests of the remaining Secured Creditors in
   respect of the Sale Properties that remain in the PSP prior to the expiry of such deadline) will not
   be considered by the BRPs.
   The BRPs will have the right to amend these time periods as may be required to most efficiently
   manage the PSP and optimise the potential outcome. These deadlines are merely indicative and
   may be reduced in the discretion of the BRPs where necessary and required.

    Milestone                                                               Indicative Date (2023)
    PSP Announcement                                                        6 April
    Commencement of EOI Phase                                               6 April

    Deadline for receipt of Registration emails                             28 April
    Registration Deadline
                                                                            8 May
    EOI Submission Date                                                     9 May
    Preferred Bidder Notification Date                                      12 May
    Due Diligence                                                           13 May – 29 June
    (“DD Period”)
    Binding Offer Date                                                      29 June
    Final Offer Date                                                        20 July
    Selection of Final Purchaser and conclusion of Final Sale Agreement     27 July


5. FURTHER INFORMATION

   The EOI Phase of the PSP commences as of today 6 April 2023. Prospective participants are
   encouraged to follow the process to register in accordance with the process detailed in paragraphs
   2 and 3 above.

   For further information relating to the Participation Requirements, please contact
   psp@rebosis.co.za.

   Direct, unauthorised contact regarding the PSP with either Rebosis, its directors, management,
   creditors (other than for commercial purposes of securing funding in relation to the PSP) or staff
   may result in exclusion from the PSP.

6. DISPENSATION FROM THE JSE LISTINGS REQUIREMENTS

   Following Rebosis being placed into business rescue, a request was submitted to the JSE to apply
   the provisions of Schedule 11 (Rescue Operations) of the JSE Listings Requirements (“Schedule 11
   Application”) such that paragraphs 9.20 to 9.29 of the JSE Listings Requirements are modified,
   given that Rebosis is in financial distress and unable to fully comply with the JSE Listings
   Requirements. In terms of the Schedule 11 Application, the BRPs confirmed that, inter alia, any
   disposals pursuant to the BR Plan will be regulated by the Companies Act, 71 of 2008 (“Companies
Act”). As a result, the JSE agreed to apply the provisions of Schedule 11 on the basis of the
following representations by the BRPs on behalf of Rebosis:

6.1    in respect of the implementation of the PSP, which will result in the disposal of a substantial
       part of Rebosis’s business, the BRPs are acting in the best interests of Rebosis and
       shareholders as a whole and that if the PSP is not implemented, Rebosis will be unable to
       meet its financial commitments as they fall due;

6.2    in circumstances where the Group is reliant on ongoing post-commencement finance
       (“PCF”) from certain creditors of the Group (“PCF Funders”), the delays and uncertainty
       attendant on obtaining shareholder approval for potential disposals (which is not a
       requirement to approve the BR Plan in terms of the Companies Act), as contemplated in
       the JSE Listings Requirements, would fatally compromise the business rescue process;

6.3    currently the only financing available to the Group is the PCF provided by the PCF Funders
       and such funding was only provided on the basis that the BR Plan was in a form acceptable
       to the PCF Funders;

6.4    all other funding methods have been exhausted and the only option remaining is the
       disposal of a substantial part of the Group’s business;

6.5    the PSP will be conducted on an arm’s-length basis and if any disposal as contemplated by
       the PSP is to a related party as defined in the JSE Listings Requirements, such disposal will
       only be pursued if it is the best and/or only available option in the circumstances and the
       BRPs will consult with the JSE prior to the conclusion of a disposal(s) to a related party;

6.6    the implementation of transactions pursuant to the PSP will not constitute “affected
       transactions” as contemplated in Chapter 5 of the Companies Act;

6.7    the BRPs, in consultation with Rebosis’s JSE sponsor (“Sponsor”) and the JSE, will assess if
       there are any unusually large disposals at any time and whether such a disposal will require
       a separate announcement; and

6.8    once the disposal processes under the BR Plan have been implemented, a decision can be
       made as to whether (if there are remaining assets) it will be appropriate for the Company
       to apply for the suspension of trading of its securities to be lifted and for it to remain listed
       on the JSE.

The Sponsor confirms that, in its opinion and on the basis of information available to the Sponsor,
that Rebosis is in severe financial difficulty as evidenced by it being in business rescue, and that
    it will not be in a position to meet its obligations as they fall due unless the PSP takes place
    according to the proposed timetable.

7. PARTIES INVOLVED IN THE BUSINESS RESCUE PROCESS


    The following parties have been involved in the Business Rescue Process:

           •   Java Capital Proprietary Limited and Black Acres Proprietary Limited (“Black Acres”)
               advising the BRPs;

           •   Deloitte & Touche providing financial modelling and liquidity support services to the
               BRPs; and

           •   Cliffe Dekker Hofmeyr Inc as legal advisors to the BRPs.

    Prior to the appointment of Black Acres, Mr Otis Tshabalala, disclosed to the BRPs his prior
    relationship with Mr Thulani Moyo of Black Acres. The BRPs have assessed this relationship and
    have determined that it is not prejudicial to the Company or the Business Rescue.

The BRPs, with the assistance of Rebosis will be responsible for conducting and administrating the
PSP. The BRPs undertake to publish monthly updates on SENS on the progress of the PSP which will
include a description of the assets and value realised during the period.

For further reference, the Rebosis BR Plan is available at https://www.rebosis.co.za/business-
rescue/business-rescue-plan/

6 April 2023

BRPs:             Phahlani Mkhombo and Jacques du Toit

Sponsor:          Nedbank Corporate and Investment Banking, a division of Nedbank Limited