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Category 2 transaction - offer by Safari to repurchase all of its issued shares by way of a scheme of arrangement
HERIOT REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/167697/06)
(Approved as a REIT by the JSE)
JSE share code: HET
ISIN: ZAE000246740
("Heriot" or "the Company")
CATEGORY 2 TRANSACTION - FIRM INTENTION OFFER BY SAFARI TO REPURCHASE ALL OF ITS ISSUED SHARES BY WAY OF A
SCHEME OF ARRANGEMENT, SAVE FOR SHARES HELD BY EXCLUDED SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders are referred to the firm intention announcement ("Firm Intention
Announcement") released on the Stock Exchange News Service ("SENS") by Safari
Investments RSA Limited ("Safari"), a subsidiary of the Company, in terms of which Safari
shareholders ("Safari Shareholders") were advised that the board of directors of Safari
("Safari Board") had resolved to make a firm offer to Safari Shareholders to acquire its entire
issued ordinary share capital ("Shares"), excluding any Shares held by the Company,
through its wholly owned subsidiaries, Heriot Properties Proprietary Limited and Thibault
REIT Limited (collectively "Heriot Group") and Shares held by Thabong Shopping Centre
Proprietary Limited, a wholly owned subsidiary of Safari (collectively "the Excluded
Shareholders"), for a cash consideration of R8.00 or 800 cents per Share ("Scheme
Consideration") by way of scheme of arrangement in accordance with section 114(1)(e),
read with section 115 of the Companies Act, 71 of 2008, as amended ("Companies Act"),
between Safari and Safari Shareholders ("Scheme").
1.2 Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Firm Intention
Announcement.
2. SAFARI'S RATIONALE FOR THE SCHEME
2.1 The rationale for the Scheme, as stated by Safari in the Firm Intention Announcement, is as
follows -
2.1.1 Lack of liquidity – the Shares are highly illiquid, with only 1.4 million Shares, accounting
for less than 0.6% of the total Shares, being traded over the past 12 months. The Heriot
Group holds approximately a 59.20% interest in Safari. This concentrated ownership
results in limited trading activity in the Shares on the JSE and a small number of
institutional investors, which has contributed to the Shares trading at a sizeable discount
to net asset value. Given that the Heriot Group intends to retain or increase their
shareholding in Safari, no improvement in market liquidity or the discount to net asset
value is anticipated. Accordingly, the Scheme provides Safari Shareholders with a liquidity
event through which they may realise their investment in Safari at a defined value;
2.1.2 Cost of maintaining a separate listing – given the Heriot Group's control over Safari, the
cost of maintaining two listed entities within a single group structure is not justified. The
Delisting is expected to result in cost savings for Safari, including reductions in audit fees,
governance related expenses, and annual report costs, as well as the elimination of
recurring expenses such as annual JSE listing fees, sponsor fees and similar costs; and
2.1.3 Change in strategy of Safari – Safari intends to adopt a development-focused strategy
going forward. This strategic shift will result in a reduced pay-out ratio of distributable
income, leading to lower distributions to Safari Shareholders. Accordingly, the Scheme
offers Safari Shareholders, who rely on regular distributions, a liquidity event through
which they may exit their investment in Safari in light of this change in strategy.
3 THE BUSINESS OF SAFARI
Safari is a JSE-listed REIT with a portfolio of retail, office and residential properties, with the
majority of its assets being retail properties in and around Pretoria.
4 SALIENT TERMS OF THE SCHEME
4.1 Overview of the Scheme
4.1.1. Subject to the fulfilment or waiver (as the case may be) of the Scheme Conditions
Precedent, Safari will repurchase all of the Shares held by Safari Shareholders on the
record date of the Scheme by way of a scheme of arrangement in terms of section
114(1)(e) of the Companies Act. The Scheme will be proposed by the Safari Board
between Safari and Safari Shareholders, save for the Excluded Shareholders (being the
"Scheme Participants") in exchange for the Scheme Consideration.
4.1.2. With effect from the date on which the Scheme becomes operative ("Scheme Operative
Date"):
4.1.2.1. the Scheme Participants (whether they voted in favour of the Scheme or not, or
abstained or refrained from voting) shall dispose of, and transfer their Shares
("Scheme Shares") (including all rights, interests and benefits attaching thereto) to
Safari on and with effect from the Scheme Operative Date; and
4.1.2.2. Scheme Participants shall be entitled to receive the Scheme Consideration, subject to
the remaining provisions as set out in the circular that will be distributed to Safari
Shareholders in due course.
4.1.3. The maximum aggregate number of Scheme Shares to be repurchased for the Scheme
Consideration will be 104 320 987 Scheme Shares, and accordingly the maximum
aggregate Scheme Consideration payable by Safari will be R834 567 896 (eight hundred
and thirty-four million five hundred and sixty-seven thousand eight hundred and ninety-
six) Rand.
4.1.4. The effect of the Scheme will, inter alia, be that Safari will, with effect from the Scheme
Operative Date, become the beneficial owner of all the Scheme Shares, upon which such
Shares shall be immediately cancelled and have the status of authorised but unissued
shares. Safari shall have its register updated accordingly. Upon the implementation of the
Scheme, Safari will become a wholly-owned subsidiary of Heriot, through its subsidiaries.
4.2 Scheme Conditions Precedent
The Scheme is subject to the fulfilment or waiver, as the case may be, of the Scheme
Conditions Precedent as detailed in the Firm Intention Announcement.
4.3 Scheme Consideration
In the event that the Scheme Conditions Precedent are fulfilled or waived, as applicable, on
or before the relevant date for fulfilment or waiver thereof and the Scheme becomes
operative, Scheme Participants will receive the Scheme Consideration.
5 CLEAN OUT DISTRIBUTION
Subject to the Scheme becoming unconditional, and Safari Shareholders approving the
payment of the clean out distribution in terms of section 126 of the Companies Act, Safari shall
declare and pay a clean out distribution as detailed in the Firm Intention Announcement.
6 FINANCIAL INFORMATION OF SAFARI
The following profitability and net asset metrics are attributable to Safari for the year ended 30
June 2025, being the period for which the latest financial results were released on SENS:
Distributable earnings per share (cents) 74.00
Basic earnings per share (cents) 217.02
Basic headline earnings per share (cents) 74.00
Net asset value per share (Rands) 11.77
7 DETAILS OF SAFARI'S PROPERTY PORTFOLIO
Details regarding the property portfolio of Safari can be found on pages 16 to 19 of Safari's
integrated annual report for the year ended 30 June 2025, which is available on Safari's website.
8 CATEGORISATION OF THE SCHEME
For purposes of the Company, the Scheme constitutes a category two transaction in terms of
the Listings Requirements of the JSE Limited.
Johannesburg
17 October 2025
Designated advisor
Valeo Capital (Pty) Limited
Date: 17-10-2025 04:45:00
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