Circular to Ingenuity Shareholders

Transcription

1 This Circular is important and requires your immediate attention. The definitions commencing on page 5 of the Circular apply mutatis mutandis to this cover. Action required If you are in any doubt as to what action you should take arising from the Circular, please consult your broker, CSDP, banker, accountant, attorney or other professional adviser immediately. If you have disposed of all of your Shares in Ingenuity, please forward the Circular to the purchaser of such Shares or to the broker, CSDP, banker, accountant, attorney or other agent through whom the disposal was effected. Ingenuity Shareholders are referred to page 2 of the Circular which sets out the action required by them. Ingenuity does not accept responsibility and will not be held liable for any action of or omission by any CSDP or broker including, without limitation, any failures on the part of the CSDP or broker of any beneficial owner of Ingenuity Shares to notify such beneficial owner of the contents of the Circular. (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE ( Ingenuity or the Company ) Circular to Ingenuity Shareholders regarding: approval by Shareholders of the acquisition by Ingenuity of the property known as Great Westerford, situated at 240 Main Road, Newlands, Cape Town; and incorporating: a notice convening a general meeting of Shareholders; and a form of proxy (for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only). Investment Bank and Sponsor Independent Reporting Accountants Independent Property Valuer Legal Advisers Date of issue: 10 February 2016

2 CORPORATE INFORMATION AND ADVISERS The definitions commencing on page 5 of the Circular apply mutatis mutandis to this Corporate information and advisers section. Company Secretary and registered office M Wagenheim Suite 102, 1 st Floor INTABA Building 25 Protea Road Claremont, Cape Town, 7708 (postal address as above) Date of incorporation: 4 August 2000 Independent Reporting Accountants Mazars Mazars House Rialto Road, Grand Moorings Precinct Century City, 7441 (PO Box 134, Century City, 7446) Investment Bank and Sponsor Nedbank Corporate and Investment Banking, a division of Nedbank Limited (Registration number 1951/000009/06) 3 rd Floor, Corporate Place, Nedbank Sandton 135 Rivonia Road Sandton, 2196 (PO Box 1144, Johannesburg, 2000) Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/06) Ground Floor 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Independent Property Valuer Mills Fitchet Magnus Penny (Registration number CK2000/020267/23) Suite 303, 3 rd Floor Newspaper House, 122 St. George s Mall Cape Town, 8001 (PO Box 4442, Cape Town, 8000) Legal Advisers Webber Wentzel 15 th Floor, Convention Tower Heerengracht Foreshore Cape Town, 8001 (PO Box 3667, Cape Town, 8000)

3 TABLE OF CONTENTS The definitions commencing on page 5 of the Circular apply mutatis mutandis to this Table of contents section. Page Corporate information and advisers Inside front cover Action required by Ingenuity Shareholders 2 Salient dates and times 4 Definitions 5 Circular to Ingenuity Shareholders 7 1. INTRODUCTION AND PURPOSE OF THE CIRCULAR 7 2. THE ACQUISITION 7 3. SALIENT INFORMATION ON INGENUITY 9 4. FINANCIAL INFORMATION SHARE CAPITAL DIRECTORS AND DIRECTORS INTERESTS IRREVOCABLE LETTERS OF UNDERTAKING MAJOR SHAREHOLDERS OPINIONS AND RECOMMENDATIONS LITIGATION STATEMENT WORKING CAPITAL STATEMENT MATERIAL LOANS MATERIAL CONTRACTS MATERIAL CHANGES EXPENSES RELATING TO THE ACQUISITION DIRECTORS RESPONSIBILITY STATEMENT CONSENTS EXCHANGE CONTROL REGULATIONS GENERAL MEETING DOCUMENTS AVAILABLE FOR INSPECTION 18 Annexure 1 Forecast information on the Acquisition 19 Annexure 2 Independent Reporting Accountants limited assurance report on the forecast information of the Acquisition 21 Annexure 3 Pro forma statement of financial position 24 Annexure 4 Independent Reporting Accountants report on the pro forma statement of financial position 25 Annexure 5 Independent Reporting Accountants review conclusion on the valuation and existence of the assets and liabilities acquired by Ingenuity 27 Annexure 6 Independent Property Valuer s report 29 Annexure 7 Interest bearing borrowings 32 Notice of a General Meeting of Ingenuity Shareholders 37 Form of proxy Attached 1

4 ACTION REQUIRED BY INGENUITY SHAREHOLDERS The definitions commencing on page 5 of the Circular apply mutatis mutandis to this Action required by Ingenuity Shareholders section. Please take careful note of the following provisions regarding the action required by Ingenuity Shareholders: 1. If you have disposed of all of your Ingenuity Shares, the Circular should be handed to the purchaser of such Shares or the broker, CSDP, banker, accountant, attorney or other agent who disposed of your Ingenuity Shares for you. 2. If you are in any doubt as to what action to take arising from the Circular, please consult your, broker, CSDP, banker, accountant, attorney or other professional adviser immediately. 3. The Circular contains information relating to the Acquisition. You should carefully read through the Circular and decide how you wish to vote on the Resolutions to be proposed at the General Meeting. 4. GENERAL MEETING 4.1 Notice of General Meeting The General Meeting, convened in terms of the notice incorporated in the Circular, will be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town, on Thursday, 10 March 2016, commencing at 10: Dematerialised Ingenuity Shareholders Own-name registration You are entitled to attend in person, or be represented by proxy, at the General Meeting. If you are unable to attend the General Meeting but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein, to be received by the Transfer Secretaries by no later than 10:00 on Tuesday, 8 March 2016: Hand deliveries to: Postal deliveries to: Computershare Investor Services Computershare Investor Services Proprietary Limited Proprietary Limited Ground Floor PO Box Marshall Street Marshalltown, 2107 Johannesburg, Other than own-name registration You are entitled to attend, or be represented by proxy, at the General Meeting. You must advise your CSDP or broker timeously if you wish to attend, or be represented at the General Meeting. If you do wish to attend or be represented at the General Meeting, your CSDP or broker will be required to issue the necessary Letter of Representation to you to enable you to attend or to be represented at the General Meeting. You must not complete the attached form of proxy. If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. 2

5 4.3 Certificated Ingenuity Shareholders You are entitled to attend, or be represented by proxy, at the General Meeting If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein, to be received by the Transfer Secretaries by no later than 10:00 on Tuesday, 8 March 2016: Hand deliveries to: Postal deliveries to: Computershare Investor Services Computershare Investor Services Proprietary Limited Proprietary Limited Ground Floor PO Box Marshall Street Marshalltown, 2107 Johannesburg,

6 SALIENT DATES AND TIMES The definitions commencing on page 5 of the Circular apply mutatis mutandis to this Salient dates and times section Circular posted to Shareholders on Last day to trade for Shareholders to vote and participate in the General Meeting Record date for Shareholders to vote and participate in the General Meeting Forms of proxy to be received by 10:00 on General Meeting to be held at 10:00 on Results of the General Meeting released on SENS on Results of the General Meeting published in the press on Wednesday, 10 February Friday, 26 February Friday, 4 March Tuesday, 8 March Thursday, 10 March Thursday, 10 March Friday, 11 March Notes 1. These dates and times are subject to amendment. Any such amendment will be released on SENS and published in the South African press. 2. The Circular is available in English only. Copies of the Circular may be obtained from the Company s registered office and Nedbank CIB s offices at the address set out in the Corporate information and advisers section of the Circular, or on the Company s website, from Wednesday, 10 February 2016 until the date of the General Meeting. 4

7 DEFINITIONS In the Circular, unless otherwise stated or the context otherwise indicates, the words in the first column below shall have the meaning stated opposite them, respectively, in the second column below, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the other genders, and an expression denoting natural persons shall include juristic persons and associations of persons: Acquisition Agreement Board or Directors Business Day Certificated Shareholder(s) Certificated Share(s) Circular Common Monetary Area Companies Act Computershare or Transfer Secretaries Consideration Shares CSDP Dematerialised Shareholder(s) Dematerialised Share(s) Document(s) of Title Effective Date General Meeting GLA Group IFRS Ingenuity or the Company or the Purchaser the acquisition by Ingenuity of the Property; the agreement entered into between Leaf Property Fund Trust and Ingenuity dated 11 December 2015 regarding the Acquisition; the board of directors of Ingenuity whose names are reflected on page 11 of the Circular; a day other than a Saturday, Sunday or official public holiday in South Africa; Ingenuity Shareholder(s) who hold Certificated Share(s); Ingenuity Share(s) represented by a share certificate(s) or other physical document(s) of title, which have not been surrendered for dematerialisation in terms of the requirements of Strate; this circular, dated Wednesday, 10 February 2016, including all annexures, the notice of General Meeting and the form of proxy; South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the Companies Act, No. 71 of 2008, as amended; Computershare Investor Services Proprietary Limited (Registration number 2004/003647/06), a private company incorporated and registered in South Africa and the transfer secretaries to Ingenuity; Ingenuity Shares issued at a price of R1.10 per Share, which price is at a 20.88% premium to the VWAP; a Central Securities Depository Participant, appointed by individual shareholder(s) for the purpose of and in regard to dematerialisation; Ingenuity Shareholder(s) that have dematerialised their Ingenuity Share(s) through a CSDP and have instructed the CSDP to hold their Ingenuity Share(s) on the subregister maintained by the CSDP and forming part of the Ingenuity share register; Ingenuity Share(s) that have been dematerialised through a CSDP or broker and are held on the sub-register of Shareholders administered by CSDPs in electronic form; share certificate(s), transfer deed(s) or form(s), balance receipt(s) or any other document(s) of title acceptable to Ingenuity in respect of Certificated Shareholder(s); being the date of transfer of the Property, which is expected to be on or about 31 March 2016; the general meeting of Shareholders to be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town on Thursday, 10 March 2016 at 10:00 to consider and, if deemed appropriate, to approve the Acquisition; gross lettable area; Ingenuity and its subsidiaries from time to time; International Financial Reporting Standards; Ingenuity Property Investments Limited (Registration number 2000/018084/06), a public company incorporated and registered in South Africa and the Shares of which are listed on the JSE; Ingenuity s Results Ingenuity s audited results for the year ended 31 August 2015; Ingenuity Share(s) or Shares ordinary shares in the Company, listed on the JSE; 5

8 JSE JSE Listings Requirements Last Practicable Date Leaf Property Fund Trust or the Seller Mazars or Independent Reporting Accountants Mills Fitchet or Independent Property Valuer MOI Nedbank Nedbank CIB or Investment Bank and Sponsor Participation Units Property JSE Limited (Registration number 2005/022939/06), a public company incorporated and registered in South Africa and licensed under the Financial Markets Act, 2012 to operate as an exchange; the JSE Listings Requirements, as amended from time to time; the last practicable date prior to the finalisation of the Circular, being Friday, 22 January 2016; The Leaf Property Fund Trust (Masters Reference IT3278/2009), a trust represented by Mr Cornelis Batten (as nominee for Realfin Trustee Services Proprietary Limited), Mr Paul Leaf-Wright and Ms Jacqueline Hathorn; Mazars, registered auditor, a firm of chartered accountants (SA) and the independent reporting accountants to Ingenuity; Mills Fitchet Magnus Penny, trading as Magnus Penny Associates CC (Registration number CK2000/020267/23), a close corporation incorporated and registered in South Africa and the independent property valuer to Ingenuity; the memorandum of incorporation of Ingenuity, as amended from time to time; Nedbank Limited (Registration number 1951/000009/06), a public company incorporated and registered in South Africa; Nedbank Corporate and Investment Banking, a division of Nedbank and the investment bank and sponsor to Ingenuity; the Shares issued to the Share Trust in terms of the Ingenuity Employee Share Scheme; Section 1 and 2 of Sectional Plan No ss240/2011, commonly known as Great Westerford, situated at 240 Main Road, Rondebosch, Cape Town; Property Management Agreement the agreement entered into by Ingenuity and RPA dated 30 August 2007, whereby RPA has been contracted by Ingenuity in respect of the day-to-day property management of its property portfolio; Purchase Consideration Rand or R Resolutions the total consideration for the Acquisition, being an amount equal to R650 million; the South African Rand, the lawful currency of South Africa; the ordinary resolutions to be approved by the requisite majority of Shareholders at the General Meeting, to approve the Acquisition; RPA Rabie Property Administrators Proprietary Limited (Registration number 1990/01819/07), a private company incorporated and registered in South Africa; SENS Share Trust Shareholders or Ingenuity Shareholders South Africa Strate sqm or m 2 VAT the Securities Exchange News Service of the JSE; the Ingenuity Employee Share Trust; holders of Ingenuity Shares; the Republic of South Africa; Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated and registered in South Africa and the electronic settlement system for transactions that take place on the JSE and off-market trades; square metre; Value-Added Tax, as provided for and defined in the VAT Act; VAT Act the Value-Added Tax Act, 1991 (No. 89 of 1991); Vendor Placement VWAP the issue of a renounceable letter of allotment to the Seller for the Consideration Shares and the Seller being obliged to renounce the Consideration Shares to the Seller s renouncee(s); and the 30-day volume-weighted average price of Ingenuity Shares traded on the JSE prior to the conclusion of the Acquisition on 11 December

9 (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE Directors AA Maresky (Chief Executive Officer) AJ Branch 2,3 RC Squire-Howe (Chairman) 3 LH Cohen 1 M Wagenheim (Chief Financial Officer) DB Fabian 3 J Solms (Chief Operating Officer) RS Schur 3 J Bielich 1 Non-executive 2 British 3 Independent non-executive CIRCULAR TO INGENUITY SHAREHOLDERS 1. INTRODUCTION AND PURPOSE OF THE CIRCULAR Shareholders are referred to the announcement that was released on SENS on 20 November 2015, advising them that Ingenuity had entered into the Agreement for the acquisition of 100% of the rental enterprise, including its improvements and leases, in respect of Sectional Plan number ss240/2011, with the Leaf Property Fund Trust, in terms of which Ingenuity will acquire the Property known as Great Westerford. The Acquisition constitutes a Category 1 transaction for Ingenuity in terms of the JSE Listings Requirements and accordingly requires Shareholder approval. The purpose of the Circular is to: provide Shareholders, in compliance with the JSE Listings Requirements, with relevant information regarding the Acquisition to enable Shareholders to make an informed decision as to whether they should vote in favour of the Resolutions to give effect to the Acquisition; and convene the General Meeting in order for Ingenuity Shareholders to consider and, if deemed fit, pass the Resolutions. 2. THE ACQUISITION 2.1 The Property The Property, being Section 1 and 2 of Section Plan number ss240/2011 and known as Great Westerford, is situated at 240 Main Road, Newlands, Cape Town, Western Cape. The Property comprises of m 2 and m 2 of offices respectively and has a weighted average lease expiry of close to six years. Further details regarding the Property are set out below: GLA m 2 Single or Property Location Sector Section areas m 2 Multitenanted Weighted average net rental per m 2 R Purchase Consideration R m Property Value R m 1 Section 1 and 2 of Section Plan No ss240/ Main Road, Newlands Offices parking bays Multi per parking bay In terms of the valuation report prepared by Mills Fitchet regarding the Property, as set out in Annexure 6 to the Circular, the value of the Property as at the date of Acquisition (1 April 2016) is R655 million and the Property will be transferred by the Effective Date. 7

10 2.1.1 Lease expiry profile The lease expiry profiles of the Property are as follows: Period Offices % Parking % By rentable area/number of parking bays (expiries as a percentage of rentable area/number of parking bays) 5 months ended 31 August Year ended 31 August Year ended 31 August Year ended 31 August Year ended 31 August > Year ended 31 August By revenue (expiries as a percentage of revenue): 5 months ended 31 August Year ended 31 August Year ended 31 August Year ended 31 August Year ended 31 August > Year ended 31 August The lease expiry profile by revenue is calculated relative to prospective rental income for the 17 month period from 1 April 2016 to 31 August Tenant profiles The tenant profiles based on existing leases of the Property is as follows: Number of leases Number of tenants % of area A B C Total A = Large national tenants, large listed tenants, government and major franchisees B = National tenants, listed tenants, franchisees, medium to large professional firms C = Other Additional information on the Property Offices % Parking bays % Vacancy profile by sector/rentable area Weighted average rental escalation profile by sector/rentable area Average annualised property yield Rationale for the Acquisition The Property has been acquired in line with the Company s strategy to invest in value-add opportunities in the Western Cape. Great Westerford is considered to be one of Cape Town s iconic properties and is located in a prime position in the leafy southern suburb of Newlands situated at 240 Main Road. This A-grade property was recently refurbished thus reinforcing its position in a prime office node. The building comprises m 2 of GLA and parking bays. It is well let and has a weighted average lease expiry of close to six years. 2.3 Information relating to the Seller Leaf Property Fund Trust s physical address is as follows: 5th Floor, Protea Place Claremont, 7708 Cape Town 8

11 2.3.2 Other information 2.4 Vendor Placement As Ingenuity has acquired only the Property from the Seller, the Agreement does not provide for the guarantee of book debts, or other assets, warranties or the settlement of any taxation liability. Additionally, the Agreement does not preclude the Seller from carrying on business in competition with Ingenuity. There is no liability for accrued taxation, or any apportionment thereof to the date of the Acquisition, which is required to be settled in terms of the Agreement. In terms of the Vendor Placement, the Consideration Shares will be issued to various parties. This is permissible in terms of the JSE Listings Requirements as the Vendor Placement will be undertaken within the discount limits prescribed by the JSE Listings Requirements. As at the Last Practicable Date, the Directors will not be participating in the Vendor Placing. Should this change, the necessary directors dealings announcement as required by the JSE Listings Requirements will be released on SENS. 2.5 Consideration for the Acquisition The Purchase Consideration will be discharged by Ingenuity as follows: by the issue of a renounceable letter of allotment to the Seller for the Consideration Shares, totalling R605 million and the Seller being obliged to renounce the Consideration Shares in terms of the Vendor Placement; and by the provision of funding facilities from Standard Bank in the amount of R45 million at an interest rate of 8.2%. The Purchase Consideration will be paid on the Effective Date and the Property will be transferred into the name of Ingenuity accordingly. In terms of the Agreement, the Seller has provided Ingenuity with a two year rental guarantee for any vacant space as at the Effective Date. 2.6 Valuation of the Property In terms of the valuation report prepared by Independent Property Valuer regarding the Property, as set out in Annexure 6 to the Circular, the value of the Property as at 1 April 2016 is R655 million. The Independent Property Valuer is a registered valuer in terms of the Property Valuers Act, No 47 of Condition precedent relating to the Acquisition The Acquisition is subject to Ingenuity Shareholder approval. In addition to the aforementioned condition precedent, the Seller has exercised a pre-emptive right to acquire a 50% undivided share it did not already own in the Property. As at the Last Practicable Date, the transfer of the 50% undivided share in the Property into the name of the Seller is in the process of being completed with only Competition Commission approval outstanding. 3. SALIENT INFORMATION ON INGENUITY 3.1 Background Ingenuity is a property investment company with its core strategic focus to acquire and develop properties within the Western Cape region. The Company was incorporated on 5 August 2000 as Seamo Investments 88 Proprietary Limited and listed on 5 October 2007 as SA REIT Limited (which subsequently changed its name to Ingenuity Property Investments Limited on 11 November 2008). 3.2 Details of the property manager RPA has been contracted by Ingenuity in respect of the day-to-day property management of its property portfolio in terms of the Property Management Agreement, which is available for inspection as set out in paragraph 20 of the Circular. 9

12 3.2.1 RPA shareholding RPA is a wholly-owned subsidiary of Rabie Holdings Proprietary Limited, whose shareholders are the Johnrab Family Trust as to 33.1%, the Nafco Trust No 2 as to 33.1%, the Chapman Family Trust as to 12.3%, the Deans Family Trust as to 9.5%, the Green Family Trust as to 5%, the Anderson Claremont Trust as to 5% and The Mancraig Trust as to 2% RPA directors The current director of RPA is Leigh Metcalf. 3.3 Information regarding the asset manager The asset management function regarding Ingenuity s property portfolio has not been outsourced to a third party and is done in-house by the executive Directors. 3.4 Prospects for Ingenuity Despite volatility and uncertainty prevailing in many markets, the Company remains well poised for good growth. Ingenuity s Cape-based assets are considered to be very attractive and there remain excellent prime development opportunities in its portfolio. The focused approach will continue to deliver solid investment returns. 3.5 History of change in controlling shareholders and trading objects Ingenuity does not currently have a controlling shareholder and this has not changed in the previous five years. The trading objects of Ingenuity have not changed in the previous five years. 3.6 Amounts paid to promoters, not being a director No cash or securities have been paid or benefit given in the three years preceding the date of the Circular or are proposed to be paid to any promoter, not being a Director. 4. FINANCIAL INFORMATION 4.1 Forecast financial information The summarised forecast financial information relating to the Acquisition for the 5 months ending 31 August 2016 and for the 12 months ending 31 August 2017, which is the responsibility of the Directors, is set out below: Forecast 1 5 months ending 31 August 2016 R Forecast 12 months ending 31 August 2017 R Revenue Contracted rental revenue Near-contracted rental revenue Straight lining Net property operating expenses ( ) ( ) Profit before interest and taxation Profit for the period/year The forecast information for the 5 months ending 31 August 2016 has been calculated from the Effective Date. The detailed forecast information of the Acquisition is set out in Annexure 1 to the Circular. The text of the Independent Reporting Accountants limited assurance report on the forecast information of the Acquisition is set out in Annexure 2 to the Circular. 4.2 Pro forma statement of financial position Based on Ingenuity s audited results for the year ended 31 August 2015, the pro forma statement of financial position of Ingenuity is set out in Annexure 3 to the Circular. The pro forma statement of financial position is prepared for illustrative purposes only and because of its nature, may not give a fair presentation of Ingenuity s financial position post the Acquisition. 10

13 The text of the Independent Reporting Accountants report on the pro forma statement of financial position is set out in Annexure 4 to the Circular. The text of the Independent Reporting Accountants review report on the valuation and existence of the Property is set out in Annexure 5 to the Circular. 4.3 Interest bearing borrowings Details of Ingenuity s interest bearing borrowings as at 31 August 2015 are set out in Annexure 7 to the Circular. 5. SHARE CAPITAL As at the Last Practicable Date, the authorised and issued share capital of Ingenuity, before and after the implementation of the Acquisition, is as follows: R 000 Before the Acquisition Authorised share capital ordinary shares of 1 cent each Issued share capital ordinary shares of 1 cent each ordinary shares of 1 cent each (net of treasury shares) After the Acquisition Authorised share capital ordinary shares of 1 cent each Issued share capital ordinary shares of 1 cent each ordinary shares of 1 cent each (net of treasury shares) DIRECTORS AND DIRECTORS INTERESTS 6.1 The names, ages, qualifications, nationalities, business addresses and functions of the Directors of Ingenuity are set out below: Name, age, qualification and nationality Business address Function Arnold Aaron Maresky (49) B.Com, PGDA, CA(SA) South African Mark Wagenheim (59) B.Com, B.Com (Hons), CTA, CA(SA) South African Joan Solms (39) B.Acc, B.Compt (Hons), CA(SA) South African John Bielich (59) B.Eng (Civil), B.Eng (Hons) (Project Management), MBA (UCT) South African Andrew John Branch (50) B.Sc (Hons), MRICS British Suite 102, 1st Floor INTABA Building 25 Protea Road Claremont, 7708 Suite 102, 1st Floor INTABA Building 25 Protea Road Claremont, 7708 Suite 102, 1st Floor INTABA Building 25 Protea Road Claremont, 7708 Suite 102, 1st Floor INTABA Building 25 Protea Road Claremont, 7708 Nonsuch House Sidleigh, Sid Road Sidmouth, Devon United Kingdom Chief Executive Officer Chief Financial Officer and Company Secretary Chief Operating Officer Executive Director Independent non-executive Director 11

14 Name, age, qualification and nationality Business address Function Leon Howard Cohen (61) National Diploma : Construction Supervisors South African Dennis Barry Fabian (67) Pr.Arch, B.Arch (UCT), MIArch, CIA South African Rodney Clive Squire-Howe (74) South African Suite G18, Colosseum Century Way Century City Cape Town, 7441 North Wharf Lower Bree Street Cape Town, 8001 Spire House Tannery Park 23 Belmont Road Rondebosch, 7700 Non-executive Director Independent non-executive Director Independent non-executive chairman Chairman of Nominations Committee Chairman of Investments & Acquisition Committee Raymond Selwyn Schur (78) CA(SA) South African Cnr Arthur s Road & Main Road Sea Point Cape Town, 8001 Independent non-executive Director Chairman of Audit & Risk Committee Chairman of Remuneration Committee Chairman of Social & Ethics Committee 6.2 Directors remuneration Details of the Directors emoluments and benefits for the year ended 31 August 2015, being Ingenuity s latest financial year end, are set out below: Director Salary R 000 Bonus R 000 Fees R 000 Total R 000 A A Maresky M Wagenheim J Bielich A J Branch L H Cohen D B Fabian R S Schur R C Squire-Howe Total The Directors did not receive remuneration paid by way of: an expense allowance; contributions paid under any pension scheme; any commission, gain or profit sharing agreements; or any other material benefits. 2. The remuneration receivable by the Directors will not be varied as a consequence of the Acquisition. 3. Mrs J Solms was appointed as a Director on 28 August 2015, therefore no Director s emoluments were earned during the year. 12

15 6.3 Directors interests in Ingenuity The Directors interests in the share capital of Ingenuity as at 31 August 2015, being Ingenuity s financial year end, were as follows: Beneficial Total % Held (1) Direct Indirect A A Maresky M Wagenheim J Bielich J Solms A J Branch L H Cohen D B Fabian R S Schur R C Squire-Howe Total Based on Ingenuity Shares in issue as at the Last Practicable Date. The following changes have taken place to the Directors interests between 31 August 2015 and the Last Practicable Date: Director Date Nature of transaction Nature of interest Number of shares L H Cohen 4 November 2015 Purchase Indirect beneficial A A Maresky 5 November 2015 Purchase Direct beneficial A A Maresky 5 November 2015 Purchase Indirect beneficial J Solms 10 December 2015 Purchase Indirect beneficial J Solms 21 December 2015 Purchase Indirect beneficial J Solms 15 January 2016 Purchase Indirect beneficial Directors Participation Unit holdings Set out below are the Participation Units that were held by certain Directors in the Share Trust as at the Last Practicable Date: Name Number of Participation Units Date of Issue A A Maresky /02/2008 M Wagenheim /02/2008 J Bielich /02/2008 Total The terms and conditions of the Participation Units are as follows: Grant date Number of Participation Units Vesting conditions Contractual life of notice Year ended 31 August Continued employment 3 years to February Continued employment 4 years to February Continued employment 5 years to February 2013 Total The exercise price of the Participation Units is R

16 6.5 Directors interests in transactions No Director has had any material beneficial interests, whether direct or indirect, in transactions that were effected during the current or immediately preceding financial year. Further to this, they have had no material beneficial interests in any transaction with Ingenuity during an earlier financial year that remain in any respect outstanding or unperformed. No Director had any material beneficial interests, whether direct or indirect in relation to any property held by Ingenuity as at the Last Practicable Date and had no conflicts in relation to their duties to Ingenuity. 6.6 Directors service contracts and term of office There are no service contracts between Ingenuity and any of its Directors. One third of the non-executive Directors retire by rotation at each annual general meeting, those being eligible, may make themselves available for election. The election of new Directors, if any, as proposed in terms of the provisions of the MOI, is ratified at each annual general meeting. In terms of the MOI, an executive Director may be appointed for a maximum period of five years. As at the Last Practicable Date, there was no agreement in place in terms of which an entity or person holds a contractual right relating to the appointment of any particular Director or number of Directors. 7. IRREVOCABLE LETTERS OF UNDERTAKING As at the Last Practicable Date and before the Vendor Placement, Ingenuity Shareholders, who collectively hold approximately 71.89% of Ingenuity Shares, have provided irrevocable letters of undertaking to vote in favour of the Resolutions necessary to approve the Acquisition at the General Meeting, as follows: Ingenuity Shareholder Number of Shares Percentage (%) 1 The Century City Property Investment Trust Jacana Assets Ltd Pruta Securities (Jersey) Ltd Bynm Standard Bank Jersey Ltd Gingko Trading (Pty) Ltd Nafco Trust The Johnrab Family Trust Buiten View Investments (Pty) Ltd AA Maresky The Chapman Family Trust DB Fabian The Deans Family Trust The Liad Property Trust J Bielich Mrs N Maresky The Green Family Trust The Anderson Claremont Trust The Jade Trust The Squire-Howe Family Trust ND Ginsberg The BR Trust Jan G Solms M Wagenheim Les Petit Trust AJ Branch RO Huber Digitalis Investments (Pty) Ltd Tudpaul Investments (Pty) Ltd

17 Ingenuity Shareholder Number of Shares Percentage (%) 1 Business Space Resources (Pty) Ltd RO Huber Matinee Properties (Pty) Ltd L Faure P Solms RS Schur GHD Caradoc-Davies CD Family Trust Mrs GL Caradoc-Davies RC Squire-Howe Total Based on Ingenuity Shares in issue as at the Last Practicable Date. 8. MAJOR SHAREHOLDERS Insofar as is known to Ingenuity, the major Shareholders who beneficially hold 5% or more of the issued Ingenuity Shares as at the Last Practicable Date, are set out below: Major Shareholders Number of Shares Percentage (%) 1 The Century City Property Investment Trust Jacana Assets Limited Pruta Securities (Jersey) Limited Bynm Standard Bank Jersey Limited Withmore Investments 3 (Proprietary) Limited Total Based on Ingenuity Shares in issue. 9. OPINIONS AND RECOMMENDATIONS The Board has considered the terms and conditions of the Acquisition, and is of the opinion that they are favourable to Shareholders and recommends that Shareholders vote in favour of the Resolutions necessary to approve the Acquisition at the General Meeting. All the Directors who own Ingenuity Shares in their personal capacity intend to vote in favour of the Resolutions necessary to approve the Acquisition. 10. LITIGATION STATEMENT The Directors are not aware of any legal or arbitration proceedings (including any such proceedings that are pending or threatened), involving Ingenuity or its subsidiaries or the Property which may have, or have had, a significant effect on Ingenuity s financial position in the twelve months preceding the date of the Circular. 11. WORKING CAPITAL STATEMENT The Directors of Ingenuity are of the opinion that after considering the Acquisition: 11.1 the Company and the Group will be able in the ordinary course of business to pay its debts for a period of twelve months after the date of the issue of the Circular; 11.2 the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of twelve months after the date of the issue of the Circular; 11.3 the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of twelve months after the date of the issue of the Circular; and 11.4 the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of twelve months after the date of the issue of the Circular. 12. MATERIAL LOANS Details of all material loans as at 31 August 2015 are set out in Annexure 7 to the Circular. 15

18 13. MATERIAL CONTRACTS The following material contracts (being more than 10% of Ingenuity s market capitalisation at the time of entering into the agreement) have been entered into by Ingenuity in the three years preceding the date of the Circular: 13.1 Ingenuity entered into an agreement with Annenprop 4 Proprietary Limited to acquire the properties situated at and known as 14 Dreyer Street, Claremont and 72 Main Road, Claremont. The acquisition was for a total consideration of R82 million and was effected on 24 April Details of the acquisition were set out in an announcement released on SENS on 7 December 2012; 13.2 Ingenuity entered into agreements for the acquisition of eight properties and 67% of Insight Property Developers (Palmyra Road) Proprietary Limited as set out in a circular dated 14 June The acquisition was for a total consideration of R and was effected on 1 September 2013; 13.3 Ingenuity entered into an agreement with Villager Investments No 1 (Proprietary) Limited, The Retreat Trust and Acucap Investments (Proprietary) Limited, jointly trading as The White Road Joint Venture, to acquire the property situated at 64 White Road, Retreat, Cape Town and known as Tellumat Retreat. The acquisition was for a total consideration of R and was effected on 1 April Details of the acquisition were set out in an announcement released on SENS on 30 September 2013; 13.4 Ingenuity entered into an agreement with Sankfin Proprietary Limited to acquire Erf , Cape Town, known as 117 Strand Street and situated at 117 Strand Street, Cape Town ( the Acquisition ). The acquisition was for a total consideration of R and was effected on 16 May Details of the acquisition were set out in an announcement released on SENS on 25 April 2014; 13.5 Ingenuity entered into an agreement with Rabie Property Group Proprietary Limited to acquire Erf 6954 Montague Gardens situated at Century City Drive, Waterford Precinct, Century City, Cape Town. The acquisition was a small related party transaction in terms of JSE Listings Requirements, with a total consideration of R and was effected on 28 February Details of the acquisition were set out in an announcement released on SENS on 10 November 2014; and 13.6 Ingenuity entered into an agreement with NPV Holdings (Proprietary) Limited to acquire Erf and Erf Claremont situated at Claremont, Cape Town and known as Toffee Lane and Claremont Central respectively. The acquisition was for a total consideration of R and was effected on 1 August Details of the acquisition were set out in an announcement released on SENS on 8 June Save as mentioned above and taking into account the Acquisition, the Company has not entered into any material contracts, either verbally or in writing, during the three years preceding the date of issue of the Circular, other than in the ordinary course of its business. Further to this, no material contracts, other than in the ordinary course of business, have been entered into, containing an obligation or settlement that is material to the group as at the Last Practicable Date. 14. MATERIAL CHANGES There have been no material changes in the affairs or financial position of Ingenuity or the Property, save as disclosed in the Circular, since the financial year ended on 31 August 2015 and up to the Last Practicable Date. 15. EXPENSES RELATING TO THE ACQUISITION The expenses, excluding VAT, relating to the Acquisition are set out below: Description Investment Bank and Sponsor Independent Reporting Accountants Independent Property Valuer Legal Advisers JSE documentation fee Transfer costs Legal costs Printing costs Competition Commission fee Contingency provision Total The contingency provision is an estimate of potential miscellaneous expenses directly related to the Acquisition. No preliminary expenses have been incurred. R 16

19 16. DIRECTORS RESPONSIBILITY STATEMENT The Directors, details of whom are given on page 11 of the Circular 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 the Circular contains all information required by law and the JSE Listings Requirements. 17. CONSENTS Each of Computershare, Mazars, Mills Fitchet, Webber Wentzel and Nedbank CIB have provided their written consents to act in the capacity stated and to their names being used in the Circular and have not withdrawn their consents prior to the publication of the Circular. 18. EXCHANGE CONTROL REGULATIONS In the case of Certificated Shareholders whose registered addresses are outside the Common Monetary Area or where the share certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply: 18.1 Non-residents who are emigrants from the Common Monetary Area Share certificates will be restrictively endorsed non-resident in terms of the South African Exchange Control Regulations and will be sent to the Shareholder s authorised dealer in foreign exchange in South Africa controlling his blocked assets All other non-residents Share certificates will be restrictively endorsed non-resident in terms of the South African Exchange Control Regulations. With regard to Dematerialised Shareholders whose registered addresses are outside the Common Monetary Area, their Shares will be annotated in the Company s relevant sub-register as non-resident and statements will be restrictively endorsed in terms of those regulations. 19. GENERAL MEETING 19.1 Notice of General Meeting A notice convening the General Meeting is attached to the Circular. The General Meeting will be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town on Thursday, 10 March 2016, commencing at 10: Dematerialised Shareholders other than own-name Dematerialised Shareholders If you have not been contacted by your CSDP or broker, it would be advisable for you to contact your CSDP or broker and furnish them with your instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. Such holders of Dematerialised Shares, other than own-name Dematerialised Shareholders, must not complete the attached form of proxy. Unless you advise your CSDP or broker in the manner and cut-off time stipulated by your CSDP or broker, that you wish to attend the General Meeting or send a proxy to represent you at the General Meeting, your CSDP or broker will assume you do not wish to attend the General Meeting or send a proxy. If you wish to attend the General Meeting, you must request your CSDP or broker to issue the necessary Letter of Representation to you, to enable you to attend or be represented at the General Meeting Own-name Dematerialised Shareholders and Certificated Shareholders If your Ingenuity Shares have been dematerialised but are recorded in the register of Ingenuity in your own name or if your Ingenuity Shares have not been dematerialised you can attend and vote at the General Meeting. If you are unable to attend the General Meeting and wish to be represented thereat, you must complete the attached form of proxy in accordance with the instructions therein and lodge it with or post it to the Transfer Secretaries, to be received by no later than 10:00 on Tuesday, 8 March 2016 (or 48 hours before any adjourned general meeting which date, if necessary, will be notified on SENS and in the press). A form of proxy for use by ownname Dematerialised Shareholders and Certificated Shareholders only, at the General Meeting is included with the Circular. Instructions for its completion and lodging with the Transfer Secretaries are contained on the form. 17

20 19.4 Shareholder approval The Acquisition is subject to the approval of at least 50% of Ingenuity Shareholders present or represented by proxy at the General Meeting and entitled to vote Voting rights All issued Ingenuity Shares rank pari passu with each other. At the General Meeting, every Shareholder present or represented by proxy shall have one vote on a show of hands, and on a poll, one vote for every Ingenuity Share held. 20. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Circular will be available in English, along with the following documents, or copies thereof, which will be available for inspection, during normal business hours at the registered office of Ingenuity and Nedbank CIB, from the date of the Circular up to and including the date of the General Meeting: the MOI of Ingenuity; the Agreement; the Property Management Agreement; the audited financial statements of Ingenuity for the years ended 31 August 2013, 31 August 2014 and 31 August 2015; the material contracts as detailed in paragraph 13 of the Circular; the irrevocable letters of undertaking as set out in paragraph 7 of the Circular; the written consents of the appointed professional advisers as set out in paragraph 17 of the Circular; the signed Independent Reporting Accountants limited assurance report on the forecast information of the Property as set out in Annexure 2 to the Circular; the signed Independent Reporting Accountants report on the pro forma statement of financial position as set out in Annexure 4 to the Circular; the signed Independent Reporting Accountants review report on the valuation and existence of the Property as set out in Annexure 5 to the Circular; the signed full Independent Property Valuer s report on the Property as set out in Annexure 6 to the Circular; and a signed copy of the Circular. The Circular is signed at Cape Town on behalf of all the Directors in terms of powers of attorney granted on 22 January AA Maresky 10 February 2016 Cape Town Registered office Suite 102, 1 st Floor INTABA Building 25 Protea Road Claremont Cape Town, 7708 Transfer secretaries Computershare Investor Services Proprietary Limited Ground Floor 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) 18

21 Annexure 1 FORECAST INFORMATION ON THE ACQUISITION The forecast information relating to the Acquisition, which is the responsibility of the Directors, has been prepared in accordance with IFRS and the Company s accounting policies for the 5 months ending 31 August 2016 and the 12 months ending 31 August 2017, as detailed in the table below: Forecast 5 months ending 31 August 2016 R Forecast 12 months ending 31 August 2017 R Revenue Contracted rental revenue Uncontracted rental revenue - Near-contracted rental revenue Straight lining Net property operating expenses ( ) ( ) Profit before interest and taxation Interest received Interest paid ( ) ( ) Profit before taxation Taxation ( ) ( ) Profit for the period/year Number of shares in issue net of treasury shares Weighted number of shares in issue net of treasury shares Basic and diluted earnings per share (cents) Headline and diluted earnings per share (cents) Bases and assumptions included in the forecasts The following are the major bases of preparation and assumptions included in the compilation of the forecasts for the 5 months (from expected date of transfer being 1 April 2016) ending 31 August 2016 and the 12 months ending 31 August 2017: The forecasts are based on budgeted information. Property net income: Income generated from expense recoveries is based on the existing contractual arrangements whilst consumptionbased recoveries are based on historical information escalated in line with expenditure forecasts; Repairs and maintenance costs are based on anticipated requirements in respect of the Property and contractual obligations in terms of the leases; and Straight-line rental adjustments are based on leases currently in place and exclude any assumptions made on renewals or new leases during the period. Material expenditure: Material expenditure items comprise: Details 5 months to 31 August 2016 R 12 months to 31 August 2017 R Electricity Rates and taxes Total These expenditures cannot be influenced by the directors. 19

22 Borrowing costs: The loan is for a period of 24 months and is interest only for the full term, with no capital repayments. The loan incurs interest at the variable rate of prime less 1.55%, which is currently 8.2%. An interest rate increase of 50 basis points has been provided for across the forecast period. Interest received: Interest received on positive cash balances has been calculated at 5.5%. Lease expiries: Lease expiries comprise 1.5% of the total forecast net property income for the 5 month period to 31 August 2016, and 6.6% for the 12 months ended 31 August Other: The Acquisition is effective from 1 April 2016; The Consideration Shares are issued at a price of R 1.10 per share; No fair value adjustments to the property have been calculated; and The transaction costs of the Acquisition have been capitalised to the cost of the Acquisition. The total debt raising fee has been set-off against the debt incurred and amortised over the period of the loans. Basis of preparation: The forecasts have been prepared by the directors after considering the following: Contracted and Near-contracted rental revenue: The forecast contracted and near-contracted revenue stream has been determined with reference to existing signed lease agreements and includes lease agreements that are subject to automatic renewal and revenue from a lease guarantee provided by the Seller. Uncontracted rental revenue: There is no uncontracted rental revenue during the forecast periods. Straight-lining revenue: Straight-line rental adjustments, which are performed on an individual lease basis, are based on leases currently in place and exclude any assumptions on renewals or new leases during the periods. Recoveries: Income generated from expense recoveries is based on existing contractual agreements, whilst consumption-based recoveries are based on contractual agreements and historical information escalated in line with expenditure forecasts. Property expenses: Forecast property operating expenditure has been determined based on the Property s income statements prepared with reference to historical expenditure and contractual agreements with suitable escalations to take into account increases where applicable. Taxation: Taxation has been calculated on net income at the current average rate of Ingenuity s existing portfolio which takes into account tax allowances claimed, the rate applied being 22%. Vacancy provision: No vacancy provision has been calculated as the Seller has provided a 2 year rental guarantee to cover any vacancy. Bad debts: No specific provision for bad debts has been raised. The directors have represented that the risk of default from the tenants with whom leases have been concluded is low, based on tenants payment histories. 20

23 Annexure 2 INDEPENDENT REPORTING ACCOUNTANTS LIMITED ASSURANCE REPORT ON THE FORECAST INFORMATION OF THE ACQUISITION The Directors Ingenuity Property Investments Limited Suite 102, 1st Floor Intaba 25 Protea Road Claremont Dear Sirs 25 January 2016 INDEPENDENT REPORTING ACCOUNTANTS LIMITED ASSURANCE REPORT ON THE FORECAST FINANCIAL INFORMATION OF INGENUITY PROPERTY INVESTMENTS LIMITED ( INGENUITY ) AND THE ACQUISITION We have undertaken an assurance engagement on the forecast statements of profit or loss and other comprehensive income, the forecast vacancy profile by sector and by gross lettable area, and the forecast lease expiry profile based on existing lease agreements (collectively, forecast information ) as required by paragraphs to of the JSE Limited Listings Requirements for the Acquisition property for the 5-month period ending 31 August 2016 and for the 12-month period ending 31 August 2017, as set out in Annexure 1 of the Circular to the investors to be dated on or around 10 February 2016 ( the Circular ), and the related assumptions for the 5-month period ending 31 August 2016 and for the 12-month period ending 31 August Directors Responsibility for the forecast information The Directors of Ingenuity are responsible for the forecast information, including the assumptions and notes on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes: determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast information; whether the forecast information has been properly compiled on the basis stated; and whether the forecast information is presented on a basis consistent with the accounting policies of the company. Our Independence and Quality Control We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants Responsibility Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in the Circular to the investors. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements relating to The Examination of Prospective Financial Information (ISAE 3400) and the SAICA Circular entitled The reporting accountants reporting responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited. This standard requires us to obtain sufficient appropriate evidence as to whether or not: management s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent with the purpose of the information; the forecast information is properly prepared on the basis of the assumptions; 21

24 the forecast information is properly presented and all material assumptions are adequately disclosed; and the forecast information is prepared and presented on a basis consistent with the accounting policies of the company for the period concerned. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion. In arriving at our conclusion, we have relied upon forecast financial information prepared by management and directors of Ingenuity and other information from various public, financial and industry sources. Summary of work performed The principal sources of information used in arriving at our conclusion are as follows: The audited historical financial information of Ingenuity for the year ended 31 August 2015; Management prepared Forecasts for the 5 month period ending 31 August 2016 and 12 month period ending 31 August 2017 prepared by the Directors for the Acquisition; Discussions with management of Ingenuity regarding the forecasts and prevailing market conditions and economic conditions; Lease agreements for the sample of the properties selected; Valuation reports in respect of the Ingenuity acquisitions prepared by the external property valuers; Discussions with the directors regarding material expenditure items; and Acquisition agreement. In arriving at our conclusion we have performed the following procedures: Rental income: Selections were made from the forecast contracted rental income streams of the acquisition property, including recoveries per the forecast information, and agreed to the underlying lease agreements The total coverage obtained was greater than 70% of the forecast contracted rental income for both the 5 month period ending 31 August 2016 and the further 12 month period ending 31 August 2017 respectively. The forecast rental income was determined with reference to existing rental agreements. Terms of the guarantees on forecast rental income provided by the seller were agreed to the purchase agreement. Existing lease agreements that will expire during the period under review were discussed with the directors, and the reasonableness of assumptions over vacancies, escalation rates, uncontracted and near-contracted rental income were assessed. The straight-lining adjustment required by IFRS, of rental income generated by operating leases, was recalculated and agreed to the forecast model. Property Expenses: For a sample of properties, forecast property expenses were compared to the historical expenses and were discussed with the directors. Explanations were obtained for any significant differences. Portfolio expenses: The forecast interest expense, transaction costs, finance raising costs, property management fees and other portfolio expenses were recalculated where possible with reference to the underlying agreements, and assessed for reasonableness. Application of Accounting Policies We ascertained that the existing accounting policies of Ingenuity have been consistently applied in the preparation of the forecast information. 22

25 Model review In order to ensure that the forecast model for the property income and expenses was accurate and reliable, we performed a high level review to determine the consistency and mathematical accuracy of the model. Vacancy Profile and Lease Expiry Profile We assessed the reasonability of assumptions and accuracy of the information presented for the vacancy profile and the lease expiry profile information included in the circular. Accuracy of the information We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of Ingenuity. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the forecast information and relevant information included in the Circular of Ingenuity. Conclusion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that: i. the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast information; ii. the forecast information has not been properly compiled on the basis stated; iii. the forecast information has not been properly presented and all material assumptions are not adequately disclosed; and iv. the forecast information is not presented on a basis consistent with the accounting policies of the company. Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast. Our report and the conclusion contained herein is provided solely for the benefit of the board of directors of Ingenuity and shareholders of the issuer for the purpose of their consideration of the transaction. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever. Consent We consent to the inclusion of this report, which will form part of the Circular, to be issued on or about 10 February 2016, in the form and context in which it will appear. Yours faithfully Mazars Partner: Duncan S Dollman Reporting Accountant Specialist Registered Auditor Chartered Accountant (SA) Mazars House Rialto Road Century City 23

26 Annexure 3 PRO FORMA STATEMENT OF FINANCIAL POSITION Based on Ingenuity s Results, the pro forma statement of financial position including the effects of the Acquisition is set out below. The pro forma statement of financial position has been prepared for illustrative purposes only, and because of its nature, may not fairly present Ingenuity s financial position post the Acquisition. The pro forma statement of financial position is the responsibility of the Directors. Before the Acquisition 1 R 000 Adjustments R 000 Pro forma after the Acquisition R 000 ASSETS Non-current assets Investment properties Straight-line lease accrual Investment properties under development Property and equipment Current assets (212) Trade and other receivables Straight-line lease accrual Prepayments Cash and cash equivalents (212) Total assets EQUITY AND LIABILITIES Capital and reserves Share capital and share premium Treasury shares (52 296) (52 296) Non-distributable reserve Retained earnings Total equity attributable to equity holders of the parent Non-controlling interest Non-current liabilities Borrowings Finance lease Deferred tax Current liabilities Trade and other payables Current portion of borrowings Prepaid rent received Taxation Share-based payment Total equity and liabilities Net asset value per share (cents) (net of treasury shares) Notes: 1. Based on Ingenuity s Results upon which Mazars expressed an unqualified opinion. 2. It was assumed that the Acquisition was implemented on 31 August 2015 for statement of financial position purposes. 3. The total Purchase Consideration for the Acquisition is R652 million, which includes acquisition costs of R 2.0 million. 4. Shareholders interest has increased by R million as a result of 550 million Consideration Shares issued at R 1.10 per share, less the cost of listing those shares of R Borrowings have increased by R45 million net of raising fees of R Transaction costs of the Acquisition amounting to R2.0 million have been capitalised to the cost of the Property. These costs have been based on quotes received and are as set out in paragraph 15 of the Circular 7. The Property has been fair valued, as per the valuation of the Independent Property Valuer, to R655 million. 8. There is no effect on the net asset value per share as a result of the Acquisition. 24

27 Annexure 4 INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE PRO FORMA STATEMENT OF FINANCIAL POSITION The Directors Ingenuity Property Investments Limited Suite 102, 1st Floor Intaba 25 Protea Road Claremont Dear Sirs 25 January 2016 INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF INGENUITY PROPERTY INVESTMENTS LIMITED ( INGENUITY ) We have completed our assurance engagement to report on the compilation of pro forma financial information of Ingenuity Property Investments Limited by the directors of Ingenuity. The pro forma financial information consists of the statement of financial position as at 31 August 2015 and related notes as set out in Annexure 3 of the Circular to be issued by the company on or about 10 February The applicable criteria on the basis of which the directors have compiled the pro forma financial information are International Financial Reporting Standards, the Guide on Pro Forma Financial Information, the JSE Listing Requirements and the accounting policies of Ingenuity, consistent to those applied in the audited financial statements for the year ended 31 August The pro forma financial information has been compiled by the directors to illustrate the impact of the acquisition on the company s statement of financial position as at 31 August 2015 as if the transactions had taken place on the last day of the latest reporting period of the Company. As part of this process, information about the company s financial position has been extracted by the company s directors from the company s financial statements for the period ended 31 August 2015, on which an unqualified review report has been issued. Directors Responsibility for the Pro Forma Financial Information The Directors are responsible for compiling the pro forma financial information on the basis of: International financial Reporting Standards; the Guide on Pro Forma Financial Information; the JSE Listing Requirements; and the accounting policies of Ingenuity, consistent to those applied in the audited financial statements for the year ended 31 August Our Independence and Quality Control We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants Responsibilities Our responsibility is to express an opinion as required by JSE Listing Requirements paragraph 8.15 about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria specified above. We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the pro forma financial information on the basis of the applicable criteria. 25

28 For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of the acquisition on unadjusted financial information of the entity as if the transactions had been undertaken at an earlier date selected for purposes of the illustration, namely 31 August Accordingly, we do not provide any assurance that the actual outcome of the transaction at 31 August 2015 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. The procedures selected depend on the reporting accountant s judgment, having regard to the reporting accountant s understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Sources of Information and Work Performed Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of Ingenuity, considering the evidence supporting the pro forma adjustments and confirming the adjusted pro forma financial information with the directors of the company in respect of the transaction that is the subject of the pre-listing statement. In arriving at our conclusion, we have relied upon financial information prepared by the directors of Ingenuity and other information from various public, financial and industry sources. While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and, accordingly, we do not express an audit or review opinion. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion. Opinion In our opinion, the pro forma financial information has been properly compiled on the basis stated. Consent We consent to the inclusion of this report, which will form part of the pre-listing statement, to be issued on or about 6 February 2016 in the form and context in which it will appear. Yours faithfully Mazars Partner: Duncan S Dollman Reporting Accountant Specialist Registered Auditor Chartered Accountant (SA) Mazars House Rialto Road Century City 26

29 Annexure 5 INDEPENDENT REPORTING ACCOUNTANTS REVIEW CONCLUSION ON THE VALUATION AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED BY INGENUITY The Directors Ingenuity Property Investments Limited Suite 102, 1st Floor Intaba 25 Protea Road Claremont Dear Sirs 25 January 2016 REVIEW CONCLUSION ON THE VALUATION AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED BY INGENUITY PROPERTY INVESTMENTS LIMITED ( INGENUITY ) Introduction We have reviewed the assets and liabilities acquired by Ingenuity as reflected in the Acquisition adjustment column of the pro forma statement of financial position as at 31 August 2015 included in Annexure 3 of the Circular to be issued to Ingenuity shareholders on or about 6 February 2016 (the Circular ) as required by paragraph 13.16(e) of the JSE Listing Requirements Director s responsibility for the financial information The directors are responsible for the preparation and presentation of the financial information in accordance with paragraph 13.16(a) to (d) of the JSE Limited Listing Requirements of the adjustment columns of the a pro forma statement of financial position and the accompanying notes as set out in Annexure 3, and for such internal control as the directors determine is necessary to enable the preparation of the financial information that is free from material misstatement, whether due to fraud or error. Reporting Accountant s responsibility Our responsibility is to express a review conclusion on the value and existence of the assets and liabilities acquired reflected in the adjustment columns in accordance with the accounting policies adopted by the issuer and the recognition and measurement criteria of IFRS. We conducted our review in accordance with International Standards on Review Engagements [ISRE 2400 (Revised)] to Review Historical Financial Information. This standard requires us to conclude whether anything has come to our attention that causes us to believe that that the valuation and existence of the assets and liabilities acquired by Ingenuity reflected in the adjustment column of the pro forma statement of financial position, taken as a whole, is not prepared in accordance with the JSE Limited Listing Requirements. This standard also requires us to comply with the relevant ethical requirements. A review of financial information in accordance with ISRE 2400 (Revised) is a limited assurance engagement. The Reporting Accountant performs procedures primarily of making enquiries of directors and management responsible for financial and accounting matters, and applying analytical and other review procedures, and evaluates the evidence obtained. We have also considered the guidance on ISA 620 Using the work of an expert in respect of the valuations provided by the independent registered property valuer in accordance with paragraphs and of the JSE listings requirements. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on the valuation and existence of the assets and liabilities acquired by Ingenuity reflected in the adjustment column of the pro forma statement of financial position. 27

30 Conclusion Based on our review, nothing has come to our attention that causes us to believe that the assets and liabilities acquired by Ingenuity reflected in the adjustment columns of the pro forma statement of financial position included in Annexure 3 of the Circular is not prepared, in all material respects, in accordance with the JSE Limited Listings Requirements and the accounting policies adopted by the company and the recognition and measurement criteria of International Financial Reporting Standards. Mazars Partner: Duncan S Dollman Reporting Accountant Specialist Registered Auditor Chartered Accountant (SA) Mazars House Rialto Road Century City 28

31 Annexure 6 INDEPENDENT PROPERTY VALUER S REPORT Attention: Mr. Arnold Maresky Ingenuity Property Investments Limited Intaba West: Office Suite Protea Road Claremont December 2015 [13.23 (c)] Dear Sir, RE: INDEPENDENT VALUERS REPORT ON THE PROPERTY KNOWN AS GREAT WESTERFORD COMPRISING SECTIONS 1 & 2 PLUS EXCLUSIVE USE AREA CAPSB1 IN SS GREAT WESTERFORD AS WELL AS PRAEDIAL PARKING SERVITUDE OVER ERF CAPE TOWN AT NEWLANDS ( THE PROPERTY ) FROM LEAF PROPERTY FUND TRUST AND ATTERBURY INVESTMENT HOLDINGS ( LEAF ) 1. INTRODUCTION I, MRB Gibbons, a duly authorised Professional Valuer, registered without restriction in terms of Section 19 of the Property Valuers Professional Act, 2000 (Act No. 47 of 2000), of Suite 303, 3rd Floor, Newspaper House, 122 St. Georges Mall, Cape Town do hereby certify that to the best of my knowledge, I have valued the property as at 1st April 2016 [13.23(c)] in order to determine its value on a discounted cash flow or capitalisation of net income basis [13.23(d)] as at the date specified below Total Value of the Property: R655,000,0000 [13.23a(i)] In accordance with your instruction of 24 November 2015, I confirm that I have visited and inspected the property below on 27 th November 2015 [13.23(a)(iii)] and have received all necessary details required to perform a valuation in order to provide you with my opinion of the property s market value as at 01 st April 2016 [13.23(a)]. Set out below are particulars relating to the Property, as detailed in the circular to Ingenuity shareholders to be dated on or about 10 th February 2016, to which this report is attached and the value that I have attributed to the property:- DETAILS OF PROPERTY PORTFOLIO [13.31] Property Name Physical Address [13.23(a)(ii)] Property description and use [13.23(a)(iv)] [13.23(a)(v)] [13.23(a)(viii) Registered legal description [13.23(a)(ii)] Section Areas (m 2 ) Age Building Grade Valuation (R) Valuation Date Great Westerford 240 Main Road, Rondebosch. Cape Town Sectional title as well as servitudinal rights to parking on Erf Cape Town Sections 1 & 2 as well as Exclusive use area CABSB1 in the Sectional Title Scheme SS Great Westerford Section 1-42,293 Section 2 16,587 Exclusive Use Area -8, yrs (recently renovated A-Grade R655,000,000 01/04/ BASIS AND METHOD OF VALUATION [13.23 (d)] The valuation is based on market value. Market value means the best price, at which the sale of an interest in a property may reasonably be expected to have been completed, unconditionally for a cash consideration on the date of valuation, assuming: a willing seller and a willing buyer in a market; that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for the completion of the sale; and that the state of the market, level of value and other circumstances are, on any earlier assumed date of exchange of contracts, the same as on the date of the valuation. 29

32 The calculation of the market value of the property has been based on the direct comparable sales method. This is the fundamental basis on which commercial vacant land is traded on the market in South Africa. This is also due to there being strong supporting evidence of sales of similarly profiled property, so located at prices per Bulk square metre. [Section (d)]. Vacancies have been provided for at 2.5%. No income has been lost due to time delays to complete refurbishments for existing or new tenants; and No adjustments have been made to future rental streams as all leases are assumed to revert to market related rentals as published in Rode s Retail Report or the South Africa Property Owner Associations South Africa Property Index. 3. VACANT OR SPARE LAND N/A 4. VALUATION QUALIFICATIONS None 5. OTHER GENERAL MATTERS AND VALUATION SUMMARY The full valuation report will be available for inspection detailing town planning, Valuer s commentary, and other details. This has been given to the directors of Ingenuity Property Investments Limited. 6. ALTERNATIVE USE FOR THE PROPERTY The property has been valued in accordance with its existing use which represents its market value. No alternative use for the property has been considered in determining its value. 7. OTHER COMMENTS Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty. The property has been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs of acquisition. The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the property. The valuation excludes any provision for capital expenditure, which - we are advised, has been provided for in the cash flow budgets. It is assumed that there is adequate provision to sustain the income level projected. All areas quoted within the detailed valuation report will be those stated in the information furnished and verified where plans were available. To the extent that plans were not available, reliance was placed on the information submitted by the managing agents. The property has been valued in its existing state, before allocations of capital expenditure. I have not carried out any geo-technical surveys, nor inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services. The valuation assumes that formal environmental assessments are not required and further that the property is not environmentally impaired or contaminated, unless otherwise stated in our reports [13.23(a)(xii)]. The property is not situated outside the Republic of South Africa [Section 13.28]. 8. SOURCES OF INFORMATION [13.23 (a) (xiii)] Information relating to the Property has been obtained and, where applicable, verified, from: Leaf Properties. Our physical inspection of the property on or about 27th November 2015 confirming the nature of location reflected in the valuation report. Ingenuity Property Investments Limited. 30

33 Deeds Office; and Surveyor General s Office & Local Authorities for verification of the Title Deeds, Erf diagrams, Municipal Valuations and Town Planning conditions. The Sellers. SAPOA and IPD published surveys as quoted on the motivated reports. 9. TOWN PLANNING RESTRICTIONS/CONDITIONS AND MATERIAL CONTRAVENTIONS OF STATUTORY REQUIREMENTS [13.23 (a) (vi)&(vii)] Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the property has been checked against such conditions. This is to ensure that they comply with town planning regulations and title deeds. There do not appear to be any infringements of local authority regulations or deeds by the property. The valuation has further assumed that the improvements have been erected in accordance with the relevant Building and Town Planning Regulations and on inspection it would appear that the improvements are in accordance with the relevant town planning regulations. 10. LEASES [13.23 (a) (ix)] Our valuation has been based on a review of actual tenants leases (which includes material terms such as repairing obligations, escalations, break options) and other pertinent details supplied to us by the managing agents and by Ingenuity. All recovery details in respect of the existing leases e.g. utility cost and other recoveries as provided for in the leases have been disclosed by way of the monthly tenant invoices and summary schedule supplied to us. Option terms and other lease information have been supplied to us by the owners and managing agents and we are familiar with such documents. There are no intra-group leases [13.23(a)(xi)]. 11. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS To my knowledge there are no contractual arrangements on the property other than the leases as detailed in the report that have a major benefit or are detrimental to the fundamental value base of the property. [13.23(g)] 12. CONCLUSION I confirm that to the best of my knowledge and belief there: are no options held by any third parties to purchase the Property [13.23(h)]; have been no material changes between the date of the valuations and the last practicable date in any circumstances relating to the Property, which would affect the valuation thereof [13.23(c)]; I confirm that I have no pecuniary interest that would conflict with proper valuations of the Property by the Fund, other than normal professional fees. With 25 years experience in property valuation, the undersigned is qualified to express an opinion on the value of the Property. Yours faithfully MILLS FITCHET MAGNUS PENNY M. R. B. Gibbons Nat. Dip. Prop. Val. MIV(SA) MRICS Professional Valuer (Registered without restriction in terms of The Property Valuers Act No. 47 of 2000) Suite 303, 3rd Floor, Newspaper House, 122 St. George s Mall, Cape Town,

34 Annexure 7 INTEREST BEARING BORROWINGS The interest bearing borrowings of Ingenuity as at 31 August 2015 are set out below: Facility Facility expiry date 2015 R 000 NEDBANK Facility A R million 31 January Facility B R7.98 million 31 May Facility C R million 31 May Facility D R203.3 million 31 July Facility E R143.1 million 31 January Facility F R million 30 November Facility G R136.1 million 28 February Facility H R200 million 31 July Facility I R62.6 million 30 April Facility J R36 million 31 May Facility K R million 30 September Facility L R100 million 30 September 2015 Facility M R44.7 million 31 May Facility N R41 million 31 October Facility O R17 million 31 March Facility P R14.5 million 30 June Facility Q R17.6 million 31 January Facility R R79.6 million 31 January Facility S R11.1 million Refer point 16 below Facility T R24.4 million 25 May Facility U R100 million 24 June Facility V R23 million 24 January Facility W R28 million 24 January Facility X R65 million 24 October Total borrowings Add: Accrued interest Sub-total Less: Current portion of borrowings (30 981) Less: Net debt-raising fee offset (4 088) Total Nedbank non-current borrowings Nedbank loan terms: The loans bear interest at rates linked to prime, ranging between prime and prime less 1.35% (2014: ranges between prime and prime less 1.35%). Security: 1. Facilities A to R and T to X are secured by a cession of all rights, title and interest as lessor in and to all the lease agreements (including lease payments); cession of the insurance policies over the properties and the cession noted against the policies; and cession of the insurance proceeds. 2. In 2014 facilities D, F to R were secured by a cession and pledge of a cash deposit of R million and a cession and pledge by Withmore Investments 3 Proprietary Limited of 51 million shares, and a cession and pledge by the Ingenuity Employee Share Trust of 17 million shares, held in the company. 32

35 3. Facility A is secured by a mortgage bond for R30 million over Erf 205 Cape Town with a carrying value of R54 million (2014: R49.6 million) and a cession by the company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211, Cape Town and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211 Cape Town. 4. Facility B is secured by a mortgage bond for R13.4 million over Erf Cape Town at Claremont with a carrying value of R20.9 million (2014: R18.5 million). 5. Facility C is secured by a mortgage bond for R25 million over Erf Tyger Valley with a carrying value of R35.4 million (2014: R39.7 million) and a cession by the company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211 Cape Town and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211 Cape Town. 6. Facilities D, F, G, H and I are secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 34 Roggebaai and Erf 9420 Cape Town and a cession by the company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211 Cape Town and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211 Cape Town. 7. Facility E is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont and a cession by the company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211 Cape Town and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211 Cape Town. 8. Facility J is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf Cape Town, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town, Erven and Cape Town, Erf 31 Roggebaai, Erf 162 Roggebaai, Erf Cape Town and Erf Cape Town. 9. Facilities K and L are secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town. Facility L was settled during the year. 10. Facility M is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai, Erf Cape Town, Erf Cape Town, Erven 884 to 892 & Erf 9983 Cape Town and Erf Cape Town. 11. Facility N is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf 33

36 Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town and Erf 162 Roggebaai. 12. Facility O is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai, Erf Cape Town and Erf Cape Town. 13. Facility P is secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million): Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf Cape Town, Erven 884 to 892 & 9983 Cape Town, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai, Erf Cape Town and Erf Cape Town. 14. Facilities Q and R are secured by mortgage bonds over the following properties with a carrying value of R million (2014: R million) : Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town and Erf 162 Roggebaai. 15. Facilities K, L and N are secured by entire right, title and interest in and to the notarial deed of lease entered into between Passenger Rail Agency of South Africa and Insight Property Developers (Palmyra Road) Proprietary Limited ( Insight ) in respect of the immovable property described as 67% share in the company in respect of Erf Cape Town; and a limited deed of suretyship in favour of Nedbank whereby Insight binds itself jointly and severally as co-principle debtor with the company limited to R26.8 million (2014: R26.8 million) of the company s indebtedness to Nedbank. Facility L was settled during the year. 16. Facility S is secured by first general covering bond by Insight for R40 million over their entire right, title and interest in and to the notarial deed of lease entered into between Passenger Rail Agency of South Africa and Insight in respect of the investment property owned by Insight with a carrying amount of R80 million (2014: R76 million); a cession of the rights in and proceeds of any short-term insurance policy taken out over the property and limited deed of suretyship by N Thornton. The loan is repayable in monthly instalments of R (2014: R ) and will be fully paid by 28 February Facility T is secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai, Erf Cape Town, Erf Cape Town, Erf Cape Town, Erven 884 to 892 and 9983 Cape Town, Portion 1 of Erf 963 Morningside Extension 35 and Erf 4164 Pinelands. 18. Facilities U, V and W are secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai, Erf Cape Town, Erf Cape Town, Erf Cape Town, Erven 884 to 892 and 9983 Cape Town and Erf 4164 Pinelands. 34

37 19. Facility X is secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205 Roggebaai, Erf 250 Roggebaai, Erf 30 and 145 Roggebaai, One Half share in Consolidated Erf Cape Town, Erf Bellville, Erf Bellville, Erf 4769 George, Erf Bellville, Erf Cape Town at Claremont, Erf 31 Roggebaai, One half share in Erf Constantia, Erf 6569 Montague Gardens, One half share in Erf Constantia, Erf 6563 Montague Gardens, Erf 6497 Montague Gardens, Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers, Erf 34 Roggebaai, Erf 9420 Cape Town and Erven and Cape Town, Erf 162 Roggebaai and Erf , Cape Town. 20. In the prior year, facilities J, K, L, M, N, O, P, Q and R were secured by Erf 6952, Montague Gardens with a carrying amount of R205.0 million in the prior year. These facilities are no longer secured by this property as the Standard Bank loans are now secured by it. Financial covenants: The following financial covenants apply to each of the above loans in 2015: The interest cover ratio shall not drop below 1.3 times for the financial year ending 2015, 1.4 times for the financial year ending 2016, and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of total assets shall not exceed 70% for the financial year ending 2015, 65% for the financial year ending 2016 and 60% for the remaining period. The following financial covenants applied to each of the above loans in 2014: The interest cover ratio shall not drop below 1.2 times for the financial years ending 2013 and 2014, 1.4 times for the financial years ending 2015 and 2016, and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 65% for the financial year ending 2013, 71% for the financial year ending 2014 and 60% for the remaining period. Facility Facility expiry date 2015 R 000 STANDARD BANK Facility A R138.1 million 31 December Facility B R91 million 31 March Total borrowings Add: Accrued interest 255 Sub-total Less: Current portion of borrowings (255) Less: Net debt-raising fee offset (532) Total Standard Bank non-current borrowings Standard Bank loan terms: The loans bear interest at prime less 1.37%. Facility A is secured by a Mortgage Bond for R190 million over Erf 6952, Montague Gardens and Erf 7054, Montague Gardens with a carrying value of R264.1 million, cession of all rights in and to all income generated from Erf 6952, Montague Gardens and Erf 7054, Montague Gardens, where all income shall include, without limitation, the amount generated by the sale of Erf 6952, Montague Gardens and Erf 7054, Montague Gardens or any part thereof after deduction of Value Added Tax, agents commission and transfer fees, rental or interest income or income from any other contract, cession of the insurance policies over the properties and the cession noted against the policies and cession of the insurance proceeds. Property covenants: The interest cover ratio shall not drop below 1.3 times between 12 December 2014 and 11 December 2017, 1.4 times between 12 December 2017 and 11 December 2018 and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 71% between 12 December 2014 and 11 December 2015, 75% between 12 December 2015 and 11 December 2016, 73% between 12 December 2016 and 11 December 2017, 70% between 12 December 2017 and 11 December 2018 and 67% for the remaining period. Facility B is secured by a Mortgage Bond for R98 million over Erf 6952, Montague Gardens and Erf 7054, Montague Gardens with a carrying value of R264.1 million, cession of all rights in and to all income generated from Erf 6952, Montague Gardens and Erf 7054, Montague Gardens, where all income shall include, without limitation, the amount generated by 35

38 the sale of Erf 6952, Montague Gardens and Erf 7054, Montague Gardens or any part thereof after deduction of Value Added Tax, agents commission and transfer fees, rental or interest income or income from any other contract, cession of the insurance policies over the properties and the cession noted against the policies and cession of the insurance proceeds. Property covenants: The interest cover ratio shall not drop below 1.3 times between 25 March 2015 and 24 March 2018, 1.4 times between 25 March 2018 and 24 March 2019 and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 93% between 25 March 2015 and 24 March 2016, 75% between 25 March 2016 and 24 March 2017, 73% between 25 March 2017 and 24 March 2018, 70% between 25 March 2018 and 24 March 2019 and 67% for the remaining period. Financial statement covenants: The following financial covenants apply to each of the above loans: The interest cover ratio shall not drop below 1.4 times and interest-bearing debt as a percentage of the value of total assets shall not exceed 65%. OTHER BORROWINGS 2015 R 000 Redefine Properties Limited Add: Accrued interest 81 Sub-total Less: Current portion (81) Total other non-current borrowings The loan is unsecured, bears interest at prime and is repayable on 17 January TOTAL BORROWINGS 2015 R 000 Total current portion of borrowings Total non-current portion of borrowings Total borrowings

39 (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE ( Ingenuity or the Company ) NOTICE OF A GENERAL MEETING OF INGENUITY SHAREHOLDERS In this notice of General Meeting unless the contrary appears from the context, words and phrases used will have the defined meanings given thereto in the Circular of which this notice of General Meeting forms part. Notice is hereby given that a General Meeting of Ingenuity Shareholders will be held at Suite 102, 1st Floor, INTABA, 25 Protea Road, Claremont, Cape Town on Thursday, 10 March 2016, commencing at 10:00 for the purpose of considering and, if deemed fit, passing with or without modification, the following Resolutions. 1. ORDINARY RESOLUTION NUMBER 1 RESOLVED that, in terms of the JSE Listings Requirements, the entering into by the Company of the Agreement to acquire Erf 9420 Cape Town, commonly known as the Great Westerford, situated at 240 Main Road, Newlands, Cape Town and the implementation thereof, is hereby approved. 2. ORDINARY RESOLUTION NUMBER 2 RESOLVED that any Director of Ingenuity be and is hereby authorised to do all such things and sign all documents including Company forms and take all such action as they consider necessary to give effect to and implement Ordinary Resolution Number 1 which is proposed and passed at the General Meeting at which this Ordinary Resolution Number 2 is proposed. Voting and proxies An Ingenuity Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a Shareholder of the Company. For the convenience of registered Certificated Shareholders or Shareholders who have dematerialised their Ingenuity Shares with own-name registration, a form of proxy is attached hereto. Duly completed forms of proxy must be lodged at the Transfer Secretaries at the address below by no later than 10:00 on Tuesday, 8 March 2016 (or 48 hours before any adjourned general meeting which date, if necessary, will be notified in the press and on SENS). Ingenuity Shareholders who have dematerialised their Ingenuity Shares and have not selected own-name registration must advise their CSDP or broker of their voting instructions should they be unable to attend the General Meeting but wish to be represented thereat. Dematerialised Shareholders without own-name registration should contact their CSDP or broker with regard to the cut-off time for their voting instructions. If, however, such members wish to attend the General Meeting in person, then they will need to request their CSDP or broker to provide them with the necessary Letter of Representation in terms of the custody agreement entered into between the Dematerialised Shareholder and their CSDP or broker. 37

40 Hand deliveries of proxy forms to: Computershare Investor Services Proprietary Limited Ground Floor, 70 Marshall Street Johannesburg, 2001 Postal deliveries of proxy forms to: Computershare Investor Services Proprietary Limited PO Box Marshalltown, 2107 The record date for the purpose of determining which Shareholders are entitled to participate in and vote at the General Meeting shall be Friday, 4 March Forms of proxy are to be received by no later than 10:00 on Tuesday, 8 March 2016 (or 48 hours before any adjourned general meeting which date, if necessary, will be notified in the press and on SENS). By order of the Board 10 February 2016 Cape Town Registered office Suite 102 1st Floor INTABA Building 25 Protea Road Claremont Cape Town, PRINTED BY INCE (PTY) LTD REF. JOB009687

41 (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE ( Ingenuity or the Company ) FORM OF PROXY In this form of proxy unless the contrary appears from the context, words and phrases used will have the defined meanings given thereto in the Circular of which this form of proxy forms part. This form of proxy is for the use by Ingenuity Shareholders who hold certificated Ingenuity Shares or who are registered as own-name in dematerialised form only. Ingenuity Shareholders who have dematerialised their Ingenuity Shares, other than with own-name registration, are requested to refer to the Action required by Ingenuity Shareholders provided on page 2 of the Circular to which this form of proxy is attached, for a full understanding of the action required by them. For use by Certificated Shareholders and own-name Dematerialised Shareholders, only, at the General Meeting of the Company to be held at Suite 102, 1st Floor, INTABA, 25 Protea Road, Claremont, Cape Town on Thursday, 10 March 2016, commencing at 10:00, or at any adjournment thereof. Any Ingenuity Shareholder entitled to vote at the General Meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a Shareholder of the Company. I/we (full names in block letters please) of (address) Telephone number Cellphone number address being the holder(s) of Ingenuity Shares do hereby appoint (see note 2): 1. of or failing him/her 2. of or failing him/her 3. the Chairman of the General Meeting, as my/our proxy to act for me/us and on my/our behalf at the General Meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions to be proposed thereat and at any adjournment thereof; and to vote for and/or against the Resolutions and/ or abstain from voting in respect of the Ingenuity Shares registered in my/our name(s), in accordance with the following instructions (see note 3): Ordinary Resolution Number 1: Approval of the Acquisition by Ingenuity Ordinary Resolution Number 2: Authorising Ingenuity Directors to give effect to and implement Ordinary Resolution Number 1 Number of Ingenuity Shares For Against Abstain * Note: Please indicate with an x or the number of Ingenuity Shares in the spaces above how you wish your votes to be cast. If no indication is given, the proxy will vote or abstain in his/her discretion. Signed at on 2016 Signature/s Name in BLOCK LETTERS (full name if signing in a representative capacity) Assisted by (where applicable) Please read the notes on the reverse side hereof.

42 Notes: 1. An Ingenuity Shareholder entitled to attend and vote may insert the name of a proxy or the names of two alternative proxies of the Shareholder s choice in the space provided, with or without deleting the Chairman of the General Meeting. A proxy need not be a Shareholder of the Company. The person whose name stands first on the form of proxy and who is present at the meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2. An Ingenuity Shareholder is entitled to one vote on a show of hands and on a poll, an Ingenuity Shareholder is entitled to one vote for each Ingenuity Share held. An Ingenuity Shareholder s instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by the Ingenuity Shareholder in the appropriate box. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the General Meeting as he/she deems fit in respect of all the Ingenuity Shareholders votes. 3. A vote given in terms of an instrument of proxy shall be valid in relation to the General Meeting notwithstanding the death of the person granting it, or the revocation of the proxy, or the transfer of the Ingenuity Shares in respect of which the vote is given, unless notice in writing of such death, revocation or transfer is received by the Transfer Secretaries, not less than 48 hours before the commencement of the General Meeting. 4. If an Ingenuity Shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the General Meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit. 5. The Chairman of the General Meeting may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes. 6. The completion and lodging of this form of proxy will not preclude the relevant Ingenuity Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Ingenuity Shareholder wish to do so. 7. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the Company or unless this requirement is waived by the Chairman of the General Meeting. 8. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the Company. 9. Where there are joint holders of Ingenuity Shares: 9.1 any one holder may sign this form of proxy; 9.2. the vote(s) of the senior Shareholder (for that purpose seniority will be determined by the order in which the names of Ingenuity Shareholders appear in the Company s register of Ingenuity Shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint Ingenuity Shareholder(s). 10. Forms of proxy should be lodged with or mailed to Computershare Investor Services Proprietary Limited: Hand deliveries of proxy forms to: Postal deliveries of proxy forms to: Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary Limited Ground Floor, 70 Marshall Street PO Box Johannesburg, 2001 Marshalltown, 2107 to be received by no later than 10:00 on Tuesday, 8 March 2016 (or 48 hours before any adjourned general meeting which date, if necessary, will be notified in the press and on SENS). 11. Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must be initialled by the signatory/ies.