TEXTON PROPERTY FUND LIMITED
Granted REIT status by the JSE (Incorporated in the Republic of
South Africa) (Registration number 2005/019302/06)
JSE share code: TEX ISIN: ZAE000190542
(“Texton” or the “Company”)


SPECIFIC REPURCHASE FROM A RELATED PARTY AND CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION

   Shareholders are advised of the proposed repurchase and subsequent delisting of 72 129 048 Texton
   ordinary shares (“the Repurchase Shares”), representing approximately 19.8% of the total issued
   Texton shares (“Texton Shares”) from the Government Employees Pension Fund, governed by the
   Government Employees Pension Law of 1996 herein represented by its manager the Public Investment
   Corporation (SOC) Ltd, a public state-owned company incorporated in accordance with the laws of
   South Africa (“PIC”) at a price of R2.15 per Repurchase Share (“Repurchase Consideration”) (“the
   Repurchase”).

2. RATIONALE FOR THE REPURCHASE

   The Repurchase is ultimately to the benefit of Texton shareholders in that the delisting of such shares
   results in the removal of the Repurchase Shares from the share capital of the Company at an attractive
   price (i.e. a decrease in the aggregate number of Texton Shares from 363 701 103 ordinary shares of
   no par value to 291 572 055 ordinary shares of no par value. Treasury shares remain as 31 853 013
   ordinary shares).

   The Repurchase is considered an appropriate allocation of capital as the impact of the Repurchase
   and cancellation of the Repurchase Shares is expected to enhance earnings and net asset value per
   Texton Share.

   The reduction in the number of Texton Shares in issue will also have the effect of increasing the
   holdings of the Company's existing empowerment shareholders, which will have a favourable impact
   on transformation and empowerment.

3. REPURCHASE CONSIDERATION

   The Repurchase Consideration of R2.15 per Repurchase Shares will be funded out of the Group’s
   available cash resources and/or facilities.

   Texton has sufficient cash resources and/or facilities to implement the Repurchase however it is
   anticipated that Texton may launch a rights offer after implementation of the Repurchase in order to
   provide additional capital and resources to Texton to implement its current strategies. The Repurchase
   is not conditional upon a rights offer being launched or implemented, or upon financing being procured
   from other sources.

   Settlement of the Repurchase Consideration will be implemented in full in accordance with the terms
   of the Repurchase without regard to any lien, right of set-off, counterclaim, other analogous right to
   which the Company may otherwise be, or claim to be, entitled against the PIC.




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4. CONDITIONS PRECEDENT

  Subject to the fulfilment of the Repurchase Conditions, Texton wishes to implement the Repurchase in
  terms of sections 48(8), 114 and 115 of the Companies Act, 2008 (Act 71 of 2008) and paragraph 5.69
  of the JSE Listings Requirements, and on the terms and subject to the conditions set out below.

  The implementation of the Repurchase is subject to the fulfilment of the following conditions precedent
  on or before 17 July 2023 (“Repurchase Conditions”):
  •     all resolutions required to implement the Repurchase in terms of section 48(8)(b) and 115(2)(a)
        of the Companies Act, and paragraphs 5.67(C) and 5.69(b) of the JSE Listings Requirements,
        have been approved by the requisite majority of Texton shareholders (the "Repurchase
        Resolution"); and
  •     all approvals, consents and/or waivers, as may be required in terms of the Companies Act, the
        Takeover Regulations, the JSE Listings Requirements and any other applicable laws in order for
        the Repurchase to be implemented have been obtained, other than the issue of the compliance
        certificate by the Takeover Regulation Panel in terms of section 119(4)(b) of the Companies Act,
        provided that if such approval is granted conditionally, this Repurchase Condition shall not be
        regarded as having been fulfilled unless before such date the Company gives notice to the effect
        that such conditions and terms are acceptable to the Company (in its discretion).

  The Repurchase Conditions are not capable of being waived.

  In order to comply with Regulation 102(13) of the Takeover Regulations, the PIC and Texton have
  agreed that notwithstanding the fulfilment of the Repurchase Conditions, the Repurchase shall not be
  implemented unless and until the Takeover Regulation Panel ("TRP") has issued a compliance
  certificate in respect of the Repurchase in terms of section 119(4)(b) of the Companies Act.

  The date for fulfilment of any Repurchase Condition may be extended by agreement between Texton
  and the PIC from time to time as approved by the TRP and the JSE Limited (“JSE”) (if and to the extent
  such approvals are required).

  In the event that the Repurchase Conditions are fulfilled and the Repurchase becomes operative and
  is implemented in accordance with its terms, the Repurchase Shares will be repurchased for the
  Repurchase Consideration and an application will be made to the JSE for the termination of the listing
  of the Repurchase Shares on or about Monday, 10 July 2023.

  The Repurchase will terminate with immediate effect if all of the Repurchase Conditions have not been
  fulfilled on or before the relevant date for fulfilment.

  A general meeting of Texton Shareholders will be convened for the purpose of considering and if
  deemed fit, approving, the Repurchase Resolution ("General Meeting").

5. REPURCHASE FROM A RELATED PARTY

  The PIC is a material shareholder to the Company and as such, the Repurchase constitutes a specific
  repurchase from a related party as contemplated in section 5.69(e) of the JSE Listings Requirements.




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6. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION

   As the Repurchase constitutes a repurchase by Texton of more than 5% of the entire issued ordinary
   share capital of Texton, it is required that the Repurchase be approved and implemented in accordance
   with sections 48(8), 114 and 115 of the Companies Act.

   It is anticipated that a Firm Intention Announcement regarding the Repurchase will be released on or
   about Friday, 26 May 2023 in compliance with the Takeover Regulations issued in terms of the
   Companies Act (“Firm Intention Announcement”) which Firm Intention Announcement will incorporate
   the appropriate Independent Board views and Independent Expert opinions as required.

7. CIRCULAR TO SHAREHOLDERS

   Subject to the release of the Firm Intention Announcement and the approval of the JSE and the TRP,
   a circular will be posted to Texton shareholders on or about Wednesday, 31 May 2023, regarding the
   Repurchase, including
   • the pro forma financial effects on the financial position of Texton following the implementation of
        the Repurchase and including the independent reporting accountants’ assurance thereon; the
        Independent Expert’s Report in respect of the Repurchase; and
   • a notice convening the General Meeting.

   The salient dates and notice of General Meeting will be published in the Firm Intention Announcement.

8. RESPONSIBILITY STATEMENT

   The directors of Texton collectively and individually accept full responsibility for the accuracy of the
   information given and certify that to the best of their knowledge and belief there are no facts that have
   been omitted which would make any statement false or misleading, and that all reasonable enquiries
   to ascertain such facts have been made and that this announcement contains all information required
   by law and the JSE Listings Requirements.

9. CAUTIONARY ANNOUNCEMENT

   Texton shareholders are advised to exercise caution in trading in Texton shares until the Firm Intention
   Announcement is released on SENS.


SANDTON
25 May 2023

JSE SPONSOR TO TEXTON
Investec Bank Limited




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