LIGHTHOUSE PROPERTIES p.l.c.
(Incorporated in Malta)
(Registration number: C 100848)
Share code: LTE
ISIN: MU0461N00015
LEI: 549300UG27SWRF0X2U62
(“Lighthouse” or the “Company”)


CATEGORY 2 TRANSACTION - ACQUISITION OF A RETAIL SHOPPING CENTRE IN SPAIN



ACQUISITION
Shareholders are advised that on 21 December 2023 (the “Signature Date”), the Company’s affiliate, Bacanati Investments
S.L.U., (“Propco” or the “Purchaser”), entered into a binding sale and purchase agreement (with an attached agreed notarial
deed of sale) (the “Agreement”) with DWS Grundbesitz GmbH Sucursal en España (the “Seller”), owned by a Frankfurt-
based asset management company, Grundbesitz Europa, to acquire a retail shopping centre, Salera Centro Comercial (the
“Property” or “Salera”), which will be the sole asset of Propco, for a total gross purchase consideration of EUR 171 million
(“Purchase Consideration”) (the “Acquisition”).

The Purchase Consideration represents an annualised net initial yield of 7,7% (inclusive of transaction costs) based on the
forecast 2024 net operating income.

The Acquisition is structured such that Propco will acquire the Property. Prior to the Signature Date, Lighthouse acquired 50%
of the issued shares of Propco’s holding company (“Holdco”). Resilient REIT Limited holds the remaining 50% of Holdco’s
issued shares. Propco will not initially utilise bank funding for the Acquisition, although it intends to introduce senior bank debt
in due course.

SALERA
Salera, in the city of Castellón de la Plana, opened in 2006 and is the dominant regional shopping centre in the province of
Castellon (c. 600 000 inhabitants). The shopping centre provides a comprehensive retail offering of 68 752 m2, including a
13 693 m2 Alcampo Hypermarket. The Alcampo Hypermarket is under separate ownership and does not form part of the
Acquisition.

Salera is fully let to 147 major international and national tenants including Primark, H&M, JD Sports, FNAC, Primor, C&A
and eight Inditex brands (Zara, Massimo Dutti, Lefties, Bershka, Pull&Bear, Oysho, Zara Home and Stradivarius). The
entertainment offering includes a 14-screen cinema, an arcade, bowling, as well as a food court. The shopping centre’s
current annual footfall is 9 million, which is 8,7% above 2019 levels.

The shopping centre is well located with easy access to the A-7 motorway (the main motorway between Valencia and
Barcelona) and has no direct competition within 100 km.

RATIONALE FOR THE ACQUISITION
The Acquisition is in accordance with the Company’s investment policy and strategy to invest in dominant and defensive
shopping centres located in large Western European cities that have a strong economic underpin.

The Acquisition will further expand the Company’s footprint in Iberia.


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                                                                 231221 - Lighthouse - Category 2 transaction - Acquisition of Salera - 21 Dec 2023

PURCHASE CONSIDERATION
The Company’s 50% portion of the Purchase Consideration is EUR 85,5 million (exclusive of transaction costs).

The full (100%) Purchase Consideration will be paid by Propco to the Seller, in cash, with an advance payment of 10% being
paid on the Signature Date. The balance of the Purchase Consideration will be paid on the closing date of the Acquisition, which
will occur when the transfer deed is signed and the Property transfers to Propco (the “Closing Date”).

CONDITIONS PRECEDENT
The Acquisition is not subject to any conditions precedent.

EFFECTIVE DATE OF THE ACQUISITION
The effective date of the Acquisition will be the Closing Date, which date is anticipated as being no later than 29 February 2024.

WARRANTIES AND OTHER TERMS
The Agreement contains warranties, undertakings and indemnities in favour of the Purchaser, which are standard for a
transaction of this nature and which will be covered by relevant warranty and indemnity insurance with a reputable insurer.

THE PROPERTY
Details regarding the Property are set out below.

 Property name and address        Geographical         Sector                  Gross            Weighted                    Purchase
                                  location                              lettable area         average net        Consideration for the
                                                                                 (m2)              rental             Property (EUR)
                                                                                              (EUR / m2)
 Salera Centro Comercial          Castellón, Spain     Retail                   53 291              20,88                      171 000 000
 Avenida Enrique Gimeno
 Number 82, Castellón de la
 Plana

The Purchase Consideration is considered to be the Property’s fair market value, as determined by the directors of the Company.
The directors of the Company are not independent and not registered as professional valuers or as professional associate valuers
in terms of the Property Valuers Profession Act, No. 47 of 2000 or the Royal Institute of Chartered Surveyors.

FORECAST FINANCIAL INFORMATION
Set out below are the forecast revenue, net property income, net profit after taxation and distributable profit relating to the
Property (the “Forecast”) for the month ending 31 December 2023 and the 12 months ending 31 December 2024 (the “Forecast
Period”).

The Forecast has been prepared on the assumption that the Acquisition will be implemented on the Signature Date and on the
basis that the Forecast includes forecast results for the duration of the Forecast Period.

The Forecast, including the assumptions on which it is based and the financial information from which it has been prepared, is
the responsibility of the directors of the Company. The Forecast has not been reviewed or reported on by independent reporting
accountants.

The Forecast, representing Lighthouse’s effective 50% share of the Acquisition, presented in the table below has been prepared
in accordance with the Company’s accounting policies, which are in compliance with International Financial Reporting
Standards.


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                                                                 231221 - Lighthouse - Category 2 transaction - Acquisition of Salera - 21 Dec 2023



                                                 Forecast for the month ending            Forecast for the 12-month period
                                                             31 December 2023                    ending 31 December 2024
                                                                        (EUR)                                       (EUR)
 Revenue                                                               224 035                                   7 576 421
 Net property income                                                   198 308                                   6 706 442
 Net profit after taxation                                             198 308                                   6 706 442
 Distributable profit                                                  198 308                                   6 706 442

The Forecast incorporates the following material assumptions:

1.    Salera is acquired effective from the Signature Date, i.e. 21 December 2023.
2.    The Forecast is based on information derived from the budgets and rental contracts provided by the Seller.
3.    Contracted revenue is based on existing lease agreements including stipulated increases, as well as expected indexation,
      all of which are valid and enforceable.
4.    97% of rental income is contracted. The remaining 3% of rental income represents renewals, which have been forecast at
      similar rentals to their current levels.
5.    Property operating expenditure has been forecast by the property manager (CBRE Spain) based on the 2024 approved
      budget.
6.    The forecast net profit after taxation is similar to net property income as this transaction represents a property acquisition
      and does not include applicable corporate taxes.

CATEGORISATION OF THE ACQUISITION
The Acquisition represents a category 2 transaction in terms of the JSE Listings Requirements and accordingly no shareholder
approval is required.

FURTHER ACQUISITIONS
In the Company’s pre-close update, released on 4 December 2023, Lighthouse advised that it had entered into exclusivity for
the acquisition of a shopping centre in Spain. That acquisition is for a 100% share in a shopping centre. The due diligence
process on that acquisition is ongoing with the transaction anticipated to be concluded during Q1 2024.

The acquisition of Salera will be funded out of available cash resources. Post the Closing Date, Propco intends to implement a
senior debt facility secured by the Property of approximately 45% of the acquisition price. This will enable Lighthouse to fund
additional acquisitions in Iberia.

21 December 2023


             JSE sponsor and corporate advisor                                       Company Secretary




                                                               Maitland Malta is a member of the Stonehage Fleming Group
                                                                                      of Companies
                    Tel: +27 11 722 3050                                           Tel: +356 2144 6377




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