Safari Investments RSA Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/015002/06)
Approved as a REIT by the JSE Limited
Share code: SAR
ISIN: ZAE000188280
(“Safari” or “the Company”)


REPURCHASE OF SOUTHERN PALACE CAPITAL PROPRIETARY LIMITED SHARES


Shareholders of Safari ("Shareholders") are referred to previous SENS announcements released by
the Company relating to the Offer by Heriot Properties, a wholly owned subsidiary of Heriot REIT, and
the parties acting in concert with it (collectively, "Heriot") to acquire Safari Shares. Capitalised terms
not otherwise defined in this announcement shall bear the same meaning as in previous
announcements.

Shareholders are also referred to the SENS announcement by the Company entitled the Southern Palace
Update, dated 4 May 2020 detailing the terms of a reversionary pledge and cession (“Reversionary
Pledge and Cession”) of the 53 000 000 Safari shares (“Pledged Shares”) previously held by
Southern Palace Capital Proprietary Limited (“Southern Palace”), a guarantee by Southern Palace's
holding company and a pledge and cession of all of the shares in Southern Palace (collectively,
“Southern Palace Security”), as security for the claims which Safari has against Southern Palace.

As at the date of this announcement, the amount owing by Southern Palace (and its holding company,
as guarantor) to Safari is approximately R520 million (“Southern Palace Indebtedness”) and carries
base (i.e. non default) interest at a back-to-back rate equal to Safari's borrowing costs for such funds.

The Pledged Shares are treated as treasury shares by Safari for accounting purposes.

As one or more events of default are continuing, Safari is entitled to enforce its rights under the
Reversionary Pledge and Cession in respect of the Pledged Shares which includes the right to take over
the Pledged Shares (and therefore cancel them) at fair market value, and now wishes to exercise such
rights.

To this end, Safari has ceded the Pledged Shares in full to Maitlantic 1038 Proprietary Limited
(the “Nominee”), a wholly-owned subsidiary of Stonehage Fleming Trustees Proprietary Limited
(“SFT”) in anticipation of realising the underlying value of the Pledged Shares by way of a repurchase
of the Pledged Shares (“Repurchase”), as contemplated under section 48(8) of the Companies Act, 71
of 2008 (“Companies Act”) which Repurchase is subject to the approval of the Safari Shareholders.

Impact on the Heriot Offer

The Heriot Offer was made on the basis that the Southern Palace Shares were 'treasury' shares and
were thus excluded from the Offer and from the determination of the Offer Consideration. Aligned to
this, the Nominee has provided an irrevocable undertaking to Heriot that it will not participate in, and will
not accept, the Heriot Offer.

The Repurchase will accordingly not have any impact on the Heriot Offer. The Repurchase is conversely
also not conditional on the Heriot Offer and will proceed independently thereof.

Repurchase of the Pledged Shares

The Company wishes to repurchase and cancel the Pledged Shares in part settlement of the Southern
Palace Indebtedness.
Terms and conditions of the Repurchase

The Pledged Shares will be repurchased at the higher of the price payable under the Heriot Offer (being
R5.60 per Safari Share), less any distribution by Safari which accrues on the Pledged Shares after the
first closing of the Heriot Offer, or such other price as is determined by an independent expert appointed
in accordance with the Reversionary Pledge and Cession.

Impact of the Repurchase on the Company's HEPS, EPS and NAV

As the Southern Palace Shares are presently accounted for as treasury shares in the Company's
financial statements, the Repurchase will have no financial impact on Safari's earnings per share,
headline earnings per share and net asset value per share.

The number of treasury shares held by the Company after the Repurchase will reduce to nil as the
Pledged Shares will be cancelled and no longer treated as treasury shares.

Timing and Shareholder approval

The Company will circulate a circular to Shareholders, together with a notice of meeting, for the
Repurchase in due course, which will include the applicable timetable for the meeting and, if approved,
for implementation of the Repurchase. The Company will advise Shareholders by SENS upon the issue
of the circular and notice of meeting, which SENS will also include the applicable timetable. It is
indicatively expected that the Repurchase, if approved by Shareholders, will occur early 2023.

Heriot has provided the Company with an irrevocable undertaking to vote in favour of the Repurchase,
to the extent it is permitted to vote on such resolution under the Companies Act.

Responsibility statement

The Independent Board, individually and collectively, accepts responsibility for the accuracy of the
information contained in this announcement, which relates to Safari and has placed reliance on the
information pertaining to Heriot as presented by it in the Firm Intention Announcement. To the best of
the Independent Board’s knowledge and belief, the information contained in this announcement is true
and nothing has been omitted which is likely to affect the importance of such information.

Pretoria

13 October 2022

Sponsor
PSG Capital




Queries:
Pieter Van Niekerk
Email: pieter@safari-investments.com
Tel: +27 (0)12 365 1889