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Dealings in securities by directors and the company secretary of Fortress pursuant to the scheme of arrangement

Published: 2024-02-19 17:25:25 ET
<<<  go to JSE:FFA company page
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
 JSE share codes:       FFA ISIN: ZAE000248498
                        FFB ISIN: ZAE000248506
Bond company code:      FORI
LEI: 378900FE98E30F24D975
(“Fortress” or the “Company”)


DEALINGS IN SECURITIES BY DIRECTORS AND BY THE COMPANY SECRETARY OF
FORTRESS PURSUANT TO THE SCHEME OF ARRANGEMENT


Unless otherwise defined, terms defined in the circular bear the same meaning in this announcement.
Shareholders and noteholders are referred to the circular published on 30 November 2023 regarding, inter
alia, a scheme of arrangement between Fortress and FFB shareholders and are advised of the following
disposal of FFB shares by directors and the company secretary pursuant to the implementation of the scheme.

As the scheme implementation date fell within Fortress’ closed period, a waiver permitting the dealing in
securities during a closed period was sought from and granted by the JSE, on the basis that the directors and
company secretary had no discretion in respect of the disposal of their FFB shares pursuant to the terms and
conditions of the scheme.

 Name of director:                                       Steven Brown
 Transaction date:                                       19 February 2024
 Class of securities:                                    FFB ordinary shares
 Number of securities:                                   4 058 917
 Deemed price per security                               R7.54573
 Deemed total value:                                     R30 627 498.17 (1)
 Nature of transaction                                   Off-market disposal of shares
 Nature and extent of director’s interest:               Direct beneficial
 Clearance to deal received:                             Waiver granted in terms of paragraphs 3.66 and 6.45
                                                         of the JSE Listings and Debt Listings Requirements
 Name of director:                                       Vuso Majija
 Transaction date:                                       19 February 2024
 Class of securities:                                    FFB ordinary shares
 Number of securities:                                   1 108 211
 Deemed price per security                               R7.54572
 Deemed total value:                                     R8 362 252.47 (1)
 Nature of transaction                                   Off-market disposal of shares
 Nature and extent of director’s interest:               Direct beneficial
 Clearance to deal received:                             Waiver granted in terms of paragraphs 3.66 and 6.45
                                                         of the JSE Listings and Debt Listings Requirements
 Name of director:                                       Ian Vorster
 Transaction date:                                       19 February 2024
 Class of securities:                                    FFB ordinary shares
 Number of securities:                                   1 237 417
 Deemed price per security                               R7.54574
 Deemed total value:                                     R9 337 229.18 (1)
 Nature of transaction                                   Off-market disposal of shares
 Nature and extent of director’s interest:               Direct beneficial
 Clearance to deal received:                             Waiver granted in terms of paragraphs 3.66 and 6.45
                                                         of the JSE Listings and Debt Listings Requirements
 Name of company secretary:                                          Tamlyn Stevens
 Transaction date:                                                   19 February 2024
 Class of securities:                                                FFB ordinary shares
 Number of securities:                                               654 920
 Deemed price per security                                           R7.54573
 Deemed total value:                                                 R4 941 849.53 (1)
 Nature of transaction                                               Off-market disposal of shares
 Nature and extent of company secretary’s interest:                  Direct beneficial
 Clearance to deal received:                                         Waiver granted in terms of paragraphs 3.66 and 6.45
                                                                     of the JSE Listings and Debt Listings Requirements

Note:
1. The deemed total value of each transaction has been calculated as:
   1.1. the number of whole NRP shares payable to each director and the company secretary, as applicable, based on the share-swap ratio,
        multiplied by the closing share price of NRP shares on the scheme record date, being R125.33 per NRP share; plus
   1.2. the cash payment amount payable to each director and the company secretary, as applicable, arising from any fractional entitlements.

19 February 2024


 Lead sponsor                                   Joint sponsor                                 Debt sponsor

                                                                Nedbank                       Rand Merchant Bank
                                                                                              (a division of First Rand Bank
                                                                                              Limited)