DELTA AFRICA PROPERTY HOLDINGS LIMITEDgrit.group/wp-content/uploads/2017/07/delta-africa-combined.pdf · Factors which may cause the actual results, performance or achievements to

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

The definitions commencing on page 8 of this Circular apply, mutatis mutandis, to this cover.

ACTION REQUIRED BY DELTA SHAREHOLDERS

• This entire Circular is important and should be read with particular attention to the section entitled “Action required by Delta Shareholders” on page 6.

• If you are in any doubt as to what action you should take, you should consult your CSDP, broker, banker, legal adviser, accountant or other professional adviser immediately.

• If you have disposed of all of your Shares, please forward this Circular together with the attached forms of proxy, to the purchaser to whom, or the CSDP, broker or other agent through whom the disposal was effected.

• Delta does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of any holder of dematerialised Shares to notify such Shareholder of the transactions and actions set out in this Circular.

DELTA AFRICA PROPERTY HOLDINGS LIMITED(previously Delta International Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number 128881 C1/GBL)

JSE share code: DLASEM share code: DEL.N0000

ISIN: MU0473N00010(“Delta” or “the Company”)

CIRCULAR TO DELTA SHAREHOLDERS

Relating to:

• the Acquisition by the Company of the Acquisition Assets from Pivotal and Pivotal Global for the Total Consideration, to be funded through the Acquisition Issue and the Pivotal Subscription, constituting a category 1 transaction for the Company in terms of the JSE Listing Requirements. The Acquisition constitutes an undertaking in the ordinary course of business of Delta and therefore does not fall under the scope of Chapter 13 of the SEM Rules;

• the issuing of the Termination Consideration Shares by the Company to Freedom, in relation to the termination of the existing Asset Management Agreement;

• the conclusion of the Promoters Agreement between Delta and the Promoters, pursuant to which the Promoters will source investment and development opportunities for Delta;

• restructuring the Board of Delta; and

• changing Delta’s name to “Mara Delta Property Holdings Limited”;

and incorporating:

• Listing Particulars in respect of the Company (termed as “revised listing particulars” under the JSE Listings Requirements);

• the Notice of General Meeting;

• a form of proxy (blue) in respect of the General Meeting (for use by Mauritian Shareholders of dematerialised Shares only); and

• a form of proxy (grey) in respect of the General Meeting (for use by dematerialised South African Shareholders with “own-name” registration only).

JSE sponsor and corporate advisor to Delta

Independent Reporting Accountants of Delta SEM sponsor to Delta

SEM authorised representative and Company Secretary Attorneys

JSE sponsor and corporate advisor to Pivotal

Independent Property Valuer of Acquisition Portfolio and

Current PortfolioIndependent Property Valuer

of Current PortfolioIndependent Property Valuer

of Current Portfolio

Date of issue: 4 April 2016

Copies of this Circular incorporating the Listing Particulars, are available in English only and may, from 4 April 2016 until 6 May 2016 (both days inclusive), be obtained from the registered office of the Company, from the Sponsor and the South African Transfer Secretaries, at the addresses set out in the “Corporate Information” section of this Circular. A copy of this Circular will also be available on the Company’s website (www.deltainternationalproperty.com).

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FORWARD-LOOKING STATEMENT DISCLAIMER

The definitions commencing on page 8 of this Circular apply to this forward-looking statement disclaimer.

This Circular (including the Listing Particulars forming part hereof) contains statements about the Company that are or may be forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Delta operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

All these forward-looking statements are based on estimates and assumptions made by the Company, all of which, although Delta believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to the Company or not currently considered material by the Company.

Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all such factors. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law.

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CORPORATE INFORMATION

The definitions commencing on page 8 of this Circular apply, mutatis mutandis, to this Corporate Information section.

Company Secretary and registered office

Intercontinental Fund Services LimitedLevel 5, Alexander House35 Cybercity,Ebène, 72201Mauritius

Date of incorporation: 16 May 2012

Country of incorporation: Bermuda

Current Directors

Sandile Hopeson Nomvete (Chairman) *Bronwyn Anne Corbett (Chief Executive Officer)Leon Paul van de Moortele (Chief Financial Officer)Peter Todd (Lead independent Director) *+

Maheshwar Doorgakant *+

Ian Donald Macleod *+

Chandra Kumar Gujadhur *+

Gregory Pearson

* Non-executive+ Independent

South African Transfer Secretaries

Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

Attorneys

Cliffe Dekker Hofmeyr Incorporated(Registration number 2008/018923/21)11 Buitengracht StreetCape Town, 8001(PO Box 695, Cape Town, 8000)

Independent Reporting Accountants

BDO South Africa Limited(Registration number 1995/002310/21)22 Wellington RoadParktownJohannesburg, 2193(Private Bag X60500, Houghton, 2041)

Independent Auditors and Accountants

BDO & Co Limited10, Frere Felix de Valois StreetPort-LouisMauritius


PSG Capital Proprietary Limited(Registration number 2006/015817/07)1st Floor, Ou Kollege Building35 Kerk StreetStellenbosch, 7600(PO Box 7403, Stellenbosch, 7599)

and at

1st Floor, Building 8Inanda Greens Business Park54 Wierda Road WestWierda ValleySandton, 2196(PO Box 650957, Benmore, 2010)

SEM sponsor

Capital Markets Brokers LimitedSuite 1004, Ground FloorAlexander House35 CybercityEbèneMauritius

Registrar and transfer agent in Mauritius

Intercontinental Secretarial Services LimitedLevel 3, Alexander House35 CybercityEbène, 72201Mauritius

Asset Manager

Freedom Asset Management Limited(Registration number 123724 C1/GBL)4th Floor, Raffles Towers19 CybercityEbèneMauritius

Bankers

Standard Bank (Mauritius) LimitedLevel 9, Tower A1 CybercityEbèneMauritius

Afrasia Bank Limited10 Dr Ferrière StreetPort LouisMauritius

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JSE sponsor to Pivotal

Java Capital Trustees and Sponsors Proprietary Limited(Registration number 2006/005780/07)6A Sandown Valley CrescentSandownSandton, 2196(PO Box 2087, Parklands, 2121)

JSE corporate advisor to Pivotal

Java Capital Proprietary Limited(Registration number 2012/089864/07)6A Sandown Valley CrescentSandownSandton, 2196(PO Box 2087, Parklands, 2121)

Independent Property Valuer of Acquisition Portfolio and Current Portfolio

Jones Lang LaSalle Proprietary Limited(Registration number 1995/000505/07)Office 3033rd Floor, The FirsCnr Cradock & Bierman AvenueRosebank, 2196

Independent Property Valuers of Current Portfolio

Quadrant Properties Proprietary Limited(Registration number 1995/003097/07)16 North RoadDunkeld WestSandton, 2196(PO Box 1984, Parklands, 2121)

and

Broll Indian Ocean Limited(Registration number C12113666)Suite 2IJSecond FloorRaffles TowerEbèneMauritius

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TABLE OF CONTENTS

Page

FORWARD-LOOKING STATEMENT DISCLAIMER 1

CORPORATE INFORMATION 2

ACTION REQUIRED BY DELTA SHAREHOLDERS 6

IMPORTANT DATES AND TIMES 7

DEFINITIONS AND INTERPRETATIONS 8


1. Introduction 16

2. Framework Agreement 17

3. The Acquisition 18

4. Naivasha Acquisition 19

5. Wings Acquisition 22

6. Acquisition Portfolio 25

7. Termination of the Asset Management Agreement 27

8. Changes to the Board 29

9. Name change 29

10. Promoters Agreement 29

11. Other material terms of the Framework Agreement 34

12. Prospects 34

13. Financial information 35

14. General meeting 36

15. Directors 36

16. Share capital 37

17. Major shareholders 38

18. Support 39

19. Working capital statement 39

20. Litigation statement 39

21. Expenses 40

22. Directors’ recommendation 40

23. Advisors’ consents 40

24. Directors’ responsibility statement 40

25. Documents available for inspection 41

Annexure 1 Consolidated pro forma financial information of Delta (presented in accordance with the JSE Listings Requirements) 42

Annexure 2 Independent Reporting Accountants’ report on the consolidated pro forma financial information of Delta 48

Annexure 3 Forecast financial information for the Acquisition Portfolio 50

Annexure 4 Independent Reporting Accountants’ report on the forecast financial information in respect of the Acquisition Portfolio 53

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Page

Annexure 5 Independent Reporting Accountants’ report on the value and existence of the assets and liabilities acquired 56

Annexure 6 Abridged valuation report on the Acquisition Portfolio 58

Annexure 7 Information relating to the Acquisition Portfolio 67

Annexure 8 Approved Acquisitions 68

Annexure 9 Listing Particulars 69

Notice of General Meeting 235

Form of proxy (for use by Mauritian dematerialised Shareholders only) (blue) Attached

Form of proxy (for use by South African dematerialised Shareholders with “own-name” registration only) (grey) Attached

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ACTION REQUIRED BY DELTA SHAREHOLDERS

The definitions commencing on page 8 of this Circular apply, mutatis mutandis, to this section on the action required by Delta Shareholders.

Please take careful note of the following provisions regarding the action required by Delta Shareholders.

1. If you are in any doubt as to what action to take, please consult your CDSP, broker, banker, attorney, accountant or other professional advisor immediately.

2. If you have disposed of all your Shares in Delta, please forward this Circular to the purchaser of such Shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.

3. The General Meeting of Delta Shareholders will be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time) on Friday, 6 May 2016, at which General Meeting Delta Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to this Circular.

4. DEMATERIALISED SHAREHOLDERS ON THE MAURITIAN REGISTER

In accordance with the mandate between you and your broker, you must advise your broker timeously if you wish to attend, or be represented at, the General Meeting. If your broker has not contacted you, you are advised to contact your broker and provide it with your voting instructions. If your broker does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it.

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 (blue), in accordance with the instructions contained therein, to be received by the Company Secretary by no later than 10:00 (Mauritian time) (08:00 South African time) on Thursday, 5 May 2016:

Hand deliveries and postal deliveries to:Intercontinental Fund Services LimitedLevel 5, Alexander House35 Cybercity,Ebène, 72201Mauritius

5. DEMATERIALISED SHAREHOLDERS ON THE SOUTH AFRICAN REGISTER

5.1 Dematerialised Shareholders with “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 (grey), in accordance with the instructions contained therein, to be received by the South African Transfer Secretaries by no later than 10:00 (Mauritian time) (08:00 South African time) on Thursday, 5 May 2016:

Hand deliveries to: Postal deliveries to:

Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary LimitedGround Floor PO Box 6105170 Marshall Street Marshalltown, 2107Johannesburg, 2001

5.2 Dematerialised Shareholders other than with “own-name” registration

A dematerialised Shareholder without “own-name” registration, who is unable to attend the General Meeting, but wishes to be represented thereat, must not complete the attached form of proxy, but must instead contact its CSDP or broker in the manner and time stipulated in the agreement between it and the CSDP or broker in order to furnish the CSDP or broker with the Shareholder’s voting instructions and, in the event that such Shareholder wishes to attend the General Meeting, to obtain the necessary letter of representation from its CSDP or broker (as the case may be).

6. CERTIFICATED SHAREHOLDERS

There are currently no certificated Delta Shareholders. If you materialise your Delta Shares prior to the date of the General Meeting, please contact the transfer secretaries in either Mauritius or South Africa for further instructions.

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IMPORTANT DATES AND TIMES

The definitions commencing on page 8 of this Circular apply, mutatis mutandis, to this important dates and times section.

Date2016

Record date to determine which Shareholders are entitled to receive the Circular Friday, 18 March

Circular containing Listing Particulars, Notice of General Meeting and forms of proxy distributed to Shareholders on Monday, 4 April

Abridged Listing Particulars and notice convening the General Meeting released on SEM and SENS on Monday, 4 April

Abridged Listing Particulars and notice convening the General Meeting published in the South African and Mauritian press on or about Tuesday, 5 April

Last day to trade in order to be eligible to vote at the General Meeting Thursday, 21 April

Record date to be eligible to vote at the General Meeting Friday, 29 April

Last day to lodge forms of proxy in respect of the General Meeting by 10:00 (Mauritian time) (08:00 South African time) on Thursday, 5 May

General meeting of Shareholders to be held at 10:00 (Mauritian time) (08:00 South African time) on Friday, 6 May

Results of the General Meeting released on SEM and SENS on Friday, 6 May

Results of the General Meeting published in the South African and Mauritian press on Monday, 9 May

Anticipated date on which the Registrar of Companies in Mauritius is to issue a new certificate of incorporation on the change of name to “Mara Delta Property Holdings Limited” Tuesday, 24 May

Confirmation and receipt of new ISIN on or about Thursday, 26 May

Finalisation announcement regarding the change of name to be published on or about Friday, 27 May

Last day to trade under the old name “Delta Africa Property Holdings Limited” on or about Friday, 3 June

Change of name under the abbreviated name of “MaraDelta”, new ISIN to be advised and share codes “DEL.N0000” and “MDP” on SEM and the JSE respectively, effective from the commencement of business on or about Monday, 6 June

Anticipated record date for the change of name Friday, 10 June

Dematerialised Shareholders’ accounts updated with the new name by their CSDP or broker on or about Monday, 13 June

Anticipated date of implementation of the Wings Acquisition (Delta Subscription Date) Thursday, 1 September

Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released on SEM and SENS.

2. Delta Shareholders are referred to page 6 of the Circular for information on the action required by them.

3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.

4. No transfer of shares between sub-registers in Mauritius and South Africa may take place between Monday, 6 June 2016 and Friday, 10 June 2016, both days inclusive.

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DEFINITIONS AND INTERPRETATIONS

In this Circular, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa, words denoting one gender include the others, words and expressions denoting natural persons include juristic persons and associations of persons and the following words and expressions bear the meanings assigned to them below:

“30 Day VWAP” when used in relation to:

– the Termination Issue, means the amount of R16.88 per Delta Share, being the VWAP at which Delta Shares traded on the JSE for the 30 trading days prior to 17 November 2015 (the date on which the Freedom Termination Agreement was concluded); or

– the Pivotal Subscription, means the amount of R19.53 per Delta Share, being the VWAP at which Delta Shares traded on the JSE for the 30 trading days prior to 17 March 2016 (the date on which the Wings Agreement was concluded);

“Abvest Africa” Abvest Africa Limited (company number 124209 C1/GBL), a limited liability private company duly incorporated in Mauritius;

“Acquisition” the transaction entered into between the Company, Pivotal and Pivotal Global, as regulated by the Acquisition Agreements, in terms of which the Company will, subject to the fulfilment (or, where applicable, waiver) of the Conditions Precedent:

– purchase from Pivotal Global the Naivasha Asset for the Naivasha Purchase Consideration, with effect from the Naivasha Closing Date; and

– acquire, by way of the Delta Subscription and the Wings Share Purchase, the Wings Asset;

“Acquisition Agreements” collectively, the following agreements:

– the Naivasha Sale Agreement; and – the Wings Agreement;

“Acquisition Assets” collectively:

– the Naivasha Asset; and – the Wings Asset;

“Acquisition Issue” the issue of the Naivasha Consideration Shares to Pivotal Global in settlement of the Naivasha Purchase Consideration;

“Acquisition Portfolio” collectively:

– the Naivasha Property; and – the Wings Property;

as detailed in Annexure 7 to the Circular;

“ADH” Abland Diversified Holdings Limited (company number C125110), a private limited liability company incorporated in Mauritius on 2 September 2014, which company is a wholly-owned subsidiary of Pivotal Global and has as its sole asset a 45.5% shareholding in BM Naivasha;

“Ameiya” Ameiya Holdings Limited (registration number 1621632), a limited liability private company duly incorporated in the British Virgin Islands, forming part of the Mara Group, a Pan-African investment holding company with interests in banking, real estate and technology;

“Applicable Price” the price per share at which the Placement Consideration Shares are to be issued, as detailed in paragraph 10.7.1.7 of the Circular;

“Approved Acquisitions” the properties listed in Annexure 8 to the Circular;

“Asset Management Agreement” the agreement entitled “Amended and Restated Investment Management Agreement”, concluded on or about 17 September 2014, between the Asset Manager and the Company, setting out the terms and conditions upon which the Asset Manager provides the Company with investment, asset management and other services, a copy of which is available for inspection, as indicated in paragraph 25 of the Circular;

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“Asset Manager” or “Freedom” Freedom Asset Management Limited (registration number 123724), a company registered by continuation in Mauritius as a public company limited by shares, which manages the assets of the Company in terms of the Asset Management Agreement and which is a related party to Delta for purposes of the JSE Listings Requirements;

“Authorised Investment” has the meaning assigned to it in the Asset Management Agreement, being a property-related investment which is permitted to be made and/or has been made by the Company in terms of the investment guidelines setting out the Company’s investment objectives and the general parameters according to which the Company shall make Investments;

“Barclays Acquisition” the acquisition by Delta from Jade Towers Limited of Barclays House in Ebène, Mauritius for a purchase price of MUR470 million (approximately USD13 500 000) plus value-added tax, on the terms detailed in Delta’s announcements released on SENS and on the SEM website on 9 November 2015 and 17 February 2016, with an effective date of 1 December 2015 and with transfer having been registered on 22 February 2016, which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“Board” or “Directors” the board of directors of Delta;

“BM Naivasha” Buffalo Mall Naivasha Limited (company number CPR/2010/29879), a private limited liability company incorporated in the Republic of Kenya, of which Pivotal Global is an effective 45.5% shareholder through ADH, and which is undertaking a retail, commercial and entertainment centre development in respect of the Naivasha Property;

“Bollore Acquisition” the acquisition, for a total purchase consideration of USD8 499 888, by Delta of an indirect 100% shareholding in Gateway Properties Limitada, which, in turn, is due to acquire the Plexus Warehousing Complex, situated in Pemba City, Mozambique, with the terms of this acquisition by Delta being detailed in the Company’s announcement released on SENS and on the SEM website on 16 February 2016, such acquisition constituting a category 2 transaction in terms of the JSE Listings Requirements. The deemed effective date of the acquisition is 1 December 2015, while it is anticipated that transfer of ownership will occur before 31 March 2016;

“Broll” Broll Indian Ocean Limited (registration number C12113666), the particulars of which appear in the Corporate Information section of the Circular;

“business day” any day other than a Saturday, Sunday or public holiday in Mauritius or South Africa;

“Cat 2 Acquisitions” collectively, the Barclays Acquisition, the Bollore Acquisition, and the VDE Tete Acquisition (excluding, for purposes of this Circular, the Rockcastle Acquisition and the Zimpeto Acquisition,) each of which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“Circular” this document distributed to Shareholders, dated 4 April 2016, containing the circular to Shareholders and annexures hereto, the Notice of General Meeting and forms of proxy and incorporating the Listing Particulars;

“Common Monetary Area” South Africa, the Kingdoms of Swaziland and Lesotho, and the Republic of Namibia;

“Company Secretary” Intercontinental Fund Services Limited, Delta’s company secretary, the particulars of which appear in the Corporate Information section of the Circular;

“Conditions Precedent” collectively:

– the Naivasha Condition Precedent; and – the Wings Conditions Precedent;

“Consideration Shares” those Delta Shares that are to be issued to Pivotal or any wholly-owned subsidiary of Pivotal pursuant to the Acquisition Agreements;

“Constitution” the Constitution of the Company in terms of the Mauritian Companies Act, being equivalent to a memorandum of incorporation in South Africa;

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“CSDP” a central securities depository participant registered in terms of the Financial Markets Act, with whom a beneficial holder of Shares holds a dematerialised Share account;

“Current Portfolio” the entire current property portfolio of the Delta Group as at the Last Practicable Date, including the Cat 2 Acquisitions, but excluding, for the avoidance of doubt, the Acquisition Portfolio;

“Delta” or “the Company” Delta Africa Property Holdings Limited (previously Delta International Property Holdings Limited), registration number 128881 C1/GBL, a public company incorporated in Bermuda and registered by continuation in Mauritius as a public company limited by shares, which has a primary listing on SEM and a second primary listing on the main board of the JSE;

“Delta Group” or “the Group” the Company and its subsidiaries;

“Delta NAVPS” the Company’s agreed net asset value of USD1.70 per Share;

“Delta Subscription” the subscription by Delta on the Delta Subscription Date for the Delta Subscription Shares, in consideration for the Delta Subscription Consideration, as contemplated in paragraph 5 of this Circular;

“Delta Subscription Consideration” means the amount determined in accordance with paragraph 5.4 of this Circular, it being anticipated that the Delta Subscription Consideration will amount to approximately USD73 236 000 (being approximately R1 152 734 640, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

“Delta Subscription Date” the later of:– the first day of the month immediately following the month in which the last of

the Wings Conditions Precedent is fulfilled; – 1 September 2016; and– the first day of the month immediately following the month in which the

practical completion date for the Wings Development occurs, it being anticipated that the Delta Subscription Date will occur on 1 September 2016;

“Delta Subscription Shares” such number of new shares to be issued by SB Wings to Delta, as is determined by dividing the Delta Subscription Consideration by an amount equal to the Wings Share Purchase Consideration;

“EAPI” East African Property Investments Limited (previously known as Carlisle Property Holdings Limited) (company number 124348 C1/GBL), a limited liability private company duly incorporated in Mauritius and holding a category 1 Global Business Licence;

“Existing Wings Shares” 100 ordinary shares of USD1 each in the issued share capital of SB Wings, constituting 100% of all the issued ordinary shares of SB Wings as at the signature date of the Wings Agreement;

“Financial Markets Act” the Financial Markets Act, No 19 of 2012 of South Africa;

“Framework Agreement” the agreement entitled “Framework and Subscription Agreement” between the Company and Pivotal, originally concluded on or about 17 November 2015, as amended on or about 26 February 2016 and 7 March 2016 by addendums thereto, relating, inter alia, to the Acquisition and the matters dealt with in paragraphs 8 and 9 of the Circular, a copy of which agreement is available for inspection, as indicated in paragraph 25 of the Circular;

“Framework Conditions Precedent” the outstanding conditions precedent to the Framework Agreement, as set out in paragraph 2.2.1 of the Circular;

“Freedom Termination Agreement” the agreement entitled “Termination of Asset Management Agreement”, originally concluded on or about 17 November 2015, between the Company and the Asset Manager, as amended on or about 26 February 2016 by an addendum thereto, setting out the terms upon which the Asset Management Agreement is to be terminated, a copy of which is available for inspection, as indicated in paragraph 25 of the Circular;

“Future Acquisitions” bears the meaning assigned to it in the Listing Particulars;

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“General Meeting” the general meeting of Delta Shareholders to be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time) (08:00 South African time) on Friday, 6 May 2016, at which General Meeting Delta Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to this Circular;

“GLA” the gross lettable area, being the total area of a property that can be rented to a tenant;

“Gross Asset Value” has the meaning assigned to it in the Asset Management Agreement, being the gross asset value of the immovable property to which the Authorised Investment relates, regardless of whether the Company took transfer of the immovable property or the shares in a holding company (or similar investment entity) that owns such immovable property, in order to acquire such immovable property;

“Independent Property Valuers” JLL, Quadrant and Broll;

“ Independent Reporting Accountants”

means BDO South Africa Incorporated (registration number 1995/002310/21), a private company incorporated in South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“Investment” has the meaning assigned to it in the Asset Management Agreement, being any asset or right of any description, the acquisition of which is authorised by the Company under the Asset Management Agreement and which is for the time being owned by the Company, directly or indirectly, including but not limited to, shares, debentures, convertible loan stock, options, warrants or other securities issued by, or loans (whether secured or unsecured) made to any Property Company;

“JLL” Jones Lang LaSalle Proprietary Limited (registration number 1995/000505/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“JSE” the exchange, licensed under the Financial Markets Act, operated by the JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws of South Africa;

“JSE Listings Requirements” the Listings Requirements of the JSE, as amended from time to time;

“Last Practicable Date” the last practicable date before finalisation of this Circular, being Tuesday, 1 March 2016;

“Listing Particulars” the listing particulars of the Company (termed as “revised listing particulars” under the JSE Listings Requirements), as set out in Annexure 9, which will only be effective if the Acquisition is approved by Delta Shareholders and is implemented;

“Mauritian Companies Act” the Mauritian Companies Act, No. 15 of 2001;

“Mauritius” the Republic of Mauritius;

“Naivasha Acquisition” the purchase, on the terms set out in the Naivasha Sale Agreement, by the Company from Pivotal Global of the Naivasha Asset for the Naivasha Purchase Consideration, such purchase forming part of the Acquisition, as set out in paragraph 4 of the Circular;

“Naivasha Asset” Pivotal Global’s entire 100% shareholding in ADH, which has as its sole asset a 45.5% shareholding in BM Naivasha, a Kenyan company which is undertaking a retail, commercial and entertainment centre development in Naivasha, Kenya, as well as all amounts owing by ADH to Pivotal Global;

“Naivasha Closing Date” the first day of the month immediately following the month in which the Naivasha Condition Precedent is fulfilled;

“Naivasha Condition Precedent” the outstanding condition precedent to the Naivasha Acquisition under the Naivasha Sale Agreement, as set out in paragraph 4.1 of the Circular;

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“Naivasha Consideration Shares” the Shares to be issued by the Company to Pivotal Global on the Naivasha Closing Date, by way of an acquisition issue, in consideration for the Naivasha Asset, with the number of such Shares being calculated as set out in paragraph 4.2.4.2 of the Circular, subject to a maximum of 1 762 584 Naivasha Consideration Shares being issued, it being anticipated that 1 602 353 Naivasha Consideration Shares will be issued in this regard;

“Naivasha Designated Time” 23:59 (South African time) on the last day before the Naivasha Closing Date;

“Naivasha Effective Date” 1 March 2016 and more particularly the commencement of business on that Date;

“Naivasha Property” the immovable property held by BM Naivasha (in which the Company will, following the implementation of the Naivasha Acquisition, hold a 45.5% shareholding), the details of which property appear in Annexure 7 hereto;

“Naivasha Purchase Consideration” the consideration for the Naivasha Asset, calculated and determined as set out in paragraph 4.2 of the Circular, which is to be settled, inter alia, through the issue of the Naivasha Consideration Shares by the Company to Pivotal Global, it being anticipated that the Naivasha Purchase Consideration will amount to approximately USD4 089 000 (being approximately R64 360 860, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

“Naivasha Sale Agreement” the agreement entitled “Share Sale Agreement” between the Company, Pivotal, Pivotal Global and ADH, originally concluded on or about 17 November 2015, as amended on or about 26 February 2016 by an addendum thereto, setting out the terms upon which Pivotal Global is to sell the Naivasha Asset to the Company under the Naivasha Acquisition, a copy of which agreement is available for inspection, as indicated in paragraph 25 of the Circular;

“NAV” net asset value;

“New Directors” the new Directors who will be nominated for appointment at the General Meeting, as listed in the table in paragraph 8 of the Circular;

“Notice of General Meeting” the notice of the General Meeting forming part of this Circular;

“Oando Wings” Oando Wings Development Limited (registration number RC 961861), a company incorporated in accordance with the laws of the Federal Republic of Nigeria, of which SB Wings is a 37.1% shareholder, and which is undertaking a large office development of its Wings Property in Lagos, Nigeria;

“Opportunity” any opportunity involving the acquisition, leasing, investment and/or development of real estate, directly or through a juristic person, in the Territory;

“Phase 2” the intended second phase of the development of the Naivasha Property;

“Pivotal” The Pivotal Fund Limited (registration number 2005/030215/06), a public company incorporated under the laws of South Africa and listed on the main board of the JSE. As at the date of the Circular, Pivotal, via Pivotal Global, holds 10 827 721 Delta Shares and is related to Delta (at the date of the conclusion of the Framework Agreement and Acquisition Agreements, Pivotal was not yet related to Delta);

“Pivotal Global” Pivotal Global Proprietary Limited (registration number 2015/291941/07), a private company incorporated under the laws of South Africa, being a wholly-owned subsidiary of Pivotal. As at the date of the Circular, Pivotal Global holds 10 827 721 Delta Shares and is related to Delta (at the date of the conclusion of the Framework Agreement and Acquisition Agreements, Pivotal Global was not yet related to Delta);

“Pivotal Subscription” the subscription by Pivotal Global, on the Pivotal Subscription Date, for the Pivotal Subscription Shares in Delta, on the terms set out in paragraph 5.2 of the Circular;

“ Pivotal Subscription Consideration”

an amount equal to the amount of the Delta Subscription Consideration (as reduced as a result of the application of paragraph (ii) in the definition of Pivotal Subscription Shares, as set out below), plus the Wings Share Purchase Consideration;

“Pivotal Subscription Date” the 3rd business day immediately preceding the Delta Subscription Date;

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“Pivotal Subscription Shares” such number of Delta Shares acquired by Pivotal Global pursuant to the Pivotal Subscription, to be issued off the Mauritian register of Delta:(i) as is determined by dividing the Pivotal Subscription Consideration by the

agreed Delta NAVPS of USD1.70 per Delta Share (with any fraction of a Share being rounded up or down, as the case may be, to the nearest whole number); and

(ii) which number will, however, be limited to such number of Delta Shares as, together with all other Delta Shares held by Pivotal and its subsidiaries, will not result in Pivotal and its subsidiaries holding more than 29.9% of all the issued shares of Delta on the Pivotal Subscription Date or as would result in Pivotal having to extend a mandatory offer to shareholders of Delta in terms of the Securities (Takeover) Rules 2010 of Mauritius,

provided that Pivotal’s obligation to subscribe for Delta Shares will be reduced to the extent that the performance of such obligation would cause the threshold in paragraph (ii) above to be breached and/or any mandatory offer to be triggered and provided further that no more than 35 696 987 Pivotal Subscription Shares will be issued by Delta under the Pivotal Subscription, it being anticipated that approximately 32 451 806 Delta Shares will be issued to Pivotal Global under the Pivotal Subscription;

“Pivotal Transaction” collectively, the transactions and matters contemplated in this Circular, being the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement and the Termination Issue, the changes to the Board to reflect the New Directors, and the conclusion of the Promoters Agreement, as well as the change of the Company’s name to Mara Delta Property Holdings Limited;

“Placement Consideration Shares” bears the meaning assigned to it in paragraph 10.7.1.7 of the Circular;

“Pre-Subscription Dividend” the dividend to be declared, prior to the Delta Subscription Date, by SB Wings in favour of Pivotal (as the sole shareholder of SB Wings at that time), equal to an amount not exceeding the SB Wings Retained Earnings;

“Promoters” Abvest Africa, EAPI and Ameiya;

“Promoters Agreement” the agreement entitled “Promoters Agreement”, originally concluded on or about 2 December 2015, between the Promoters and the Company, as amended on or about 26 February 2016 by an addendum thereto pursuant to which, inter alia, the Promoters will source investment and development opportunities for the Company, a copy of which is available for inspection, as indicated in paragraph 25 of the Circular, and the salient terms of which are detailed in paragraph 10 of the Circular;

“Property Company” has the meaning assigned to it in the Asset Management Agreement, being a company, body corporate or other entity, or partnership, limited partnership, unincorporated entity, or other collective investment scheme focusing on property investments, in which the Company is permitted to own or owns an Authorised Investment;

“Property Company Fees” has the meaning assigned to it in the Asset Management Agreement, being any fees charged by Freedom directly to any Property Companies from time to time;

“Property Portfolio” the Current Portfolio, together with the Acquisition Portfolio;

“PSG Capital” PSG Capital Proprietary Limited (registration number 2006/015817/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“Quadrant” Quadrant Properties Proprietary Limited (registration number 1995/003097/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“Rand” or “R” South African Rand, the official currency of South Africa;

“REIT” real estate investment trust;

“Related Transaction Agreements” collectively:

– the Promoters Agreement; and – the Freedom Termination Agreement;

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“Rockcastle Acquisition” the acquisition by Delta from Rockcastle Global Real Estate Company Limited of:

– an effective 50% interest in Kafubu Mall in Ndola, Zambia for a purchase consideration of USD4 075 831; and

– an effective 50% interest in Mukuba Mall in Kitwe, Zambia for a purchase consideration of USD17 530 465,

on the terms detailed in Delta’s announcement released on SENS and on the SEM website on 20 October 2015, which was implemented on 11 December 2015, and which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“SB Wings” SB Wings Development Limited (registration number 127096 C1/GBL), a private company limited by shares incorporated in accordance with the company laws of Mauritius on 16 December 2014, holding a GBL1 licence, which company is a wholly-owned subsidiary of Pivotal and has as its sole asset a 37.1% shareholding in Oando Wings;

“SB Wings Repurchase” the repurchase by SB Wings of 99 of the Wings Existing Shares from Pivotal for a consideration equal to USD50 541 545;

“SB Wings Retained Earnings” the retained earnings of SB Wings on the date of declaration of the Pre-Subscription Dividend, being an amount equal to –

– the value of SB Wings on such date, determined mutatis mutandis on the same basis as the Delta Subscription Consideration is determined in terms of paragraph 5.4 of this Circular, but without taking into account the Wings Share Purchase Consideration; less

– an amount equal to the share capital and/or share premium of SB Wings, being an amount of USD51 052 066;

“SEM” the exchange operated by the Stock Exchange of Mauritius Limited, a public company incorporated under the Stock Exchange Act, 1988;

“SEM Rules” the SEM Listing Rules, as amended from time to time;

“SENS” the Stock Exchange News Service of the JSE;

“Share” or “Delta Share” an ordinary share of no par value in the share capital of the Company;

“ Shareholder” or “Delta Shareholder” the holder of a Share;

“South Africa” the Republic of South Africa;

“South African Transfer Secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“Spot Rate” on any applicable day, the Rand/USD offer rate, as it appears at approximately 11:00 (South African time) on the applicable page of the Reuters screen;

“Termination Consideration” the amount of USD5 100 000, to be settled by the Company issuing the Termination Consideration Shares to Freedom;

“Termination Consideration Shares” 3 000 000 Shares to be issued by the Company to Freedom in terms of the Termination Issue in settlement of the Termination Consideration, such Shares to be issued at the issue price specified in paragraph 7.2.7 of the Circular;

“Termination Issue” has the meaning assigned to it in paragraph 7.2.7 of the Circular;

“Territory” continental Africa and the islands forming part of Africa, excluding any countries forming part of the Common Monetary Area;

“TNAV” tangible net asset value;

“Total Consideration” the aggregate consideration due by the Company under the Acquisition Agreements for the Acquisition Assets, being the sum of the Naivasha Purchase Consideration and the Total Wings Consideration, anticipated to amount to an aggregate USD77 325 000 (being approximately R1 217 095 500, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

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“Total Wings Consideration” the aggregate consideration for the Wings Asset, comprising the Delta Subscription Consideration and the Wings Share Purchase Consideration,it being anticipated that the Total Wings Consideration will amount to approximately USD73 236 000 (being approximately R1 152 734 640, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

“USD” or “US Dollar” or “$” United States Dollar, the official currency of the United States of America;

“VDE Tete Acquisition” the acquisition, for a total net consideration of USD17 353 684, by Delta of the entire issued share capital of Transformers Holdings Mauritius Limited, which will result in Delta holding 100% of Delta Tete Limitada, which, in turn, will on implementation of the VDE Tete Acquisition, own the Condominium Vale dos Embondeiros, situated in Tete, Mozambique, on the terms detailed in Delta’s announcement released on SENS and on the SEM website on 17 February 2016, and which constitutes a category 2 transaction in terms of the JSE Listings Requirements. The effective date of acquisition is 1 December 2015, while the transfer of ownership is anticipated to occur before 31 March 2016;

“VWAP” volume weighted average price;

“Wings Acquisition” the acquisition by way of the Delta Subscription and the Wings Share Purchase, of the Wings Asset by Delta, on the terms set out in the Wings Agreement, as set out in paragraph 5 of the Circular;

“ Wings Agreement” the agreement entitled “Amended and Restated Subscription and Share Sale Agreement”, concluded on 17 March 2016, between the Company, Pivotal, Pivotal Global and SB Wings, setting out the terms upon which Delta is to acquire the Wings Asset, involving the Delta Subscription and the Pivotal Subscription, a copy of which agreement is available for inspection, as indicated in paragraph 25 of the Circular;

“Wings Asset” 100% shareholding in SB Wings, which has as its sole asset a 37.1% shareholding in Oando Wings, a Nigerian company which is undertaking the Wings Development in Lagos, Nigeria, to be acquired by Delta by way of the Delta Subscription and the Wings Share Purchase;

“Wings Conditions Precedent” the outstanding conditions precedent to the Wings Acquisition under the Wings Agreement, as set out in paragraph 5.1 of the Circular;

“Wings Development” the property development currently being undertaken by Oando Wings on the land owned by it, to be known as “Oando Wings”;

“Wings Effective Time” 23:59 (South African time) on the last day before the Delta Subscription Date;

“Wings Existing Shares” 100 ordinary shares in SB Wings, constituting 100% of the issued ordinary shares of SB Wings as at the signature date of the Wings Agreement;

“Wings Facility Agreement” the loan facility agreement dated 8 February 2013 for a facility of USD100 000 000, concluded between Oando Wings, Stanbic IBTC Bank plc, FirstRand Bank Limited (acting through its Rand Merchant Bank Division) and Stanbic IBTC Trustees Limited;

“Wings Property” the immovable property owned by Oando Wings (in which the Company will, following the implementation of the Wings Acquisition, hold an indirect 37.1% shareholding), the details of which property appear in Annexure 7 hereto;

“Wings Sale Share” the remaining Wings Existing Share held by Pivotal after the repurchase of 99 Wings Existing Shares in terms of the SB Wings Repurchase;

“Wings Share Purchase” the sale by Pivotal to Delta of the Wings Sale Share for the Wings Share Purchase Consideration, as contemplated in paragraph 5.5 of this Circular;

“ Wings Share Purchase Consideration”

the aggregate purchase consideration for the Wings Sale Share, being an amount equal to 1% of: – the Delta Subscription Consideration (determined before taking into account

the Wings Share Purchase Consideration); less – the amount of the Pre-Subscription Dividend;

“Zimpeto Acquisition” the acquisition by Delta from CR Holdings Limitada of the Zimpeto Square Mall, situated in Maputo, Mozambique for USD10.2 million, constituting a category 2 transaction in terms of the JSE Listings Requirements.

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Directors

Sandile Hopeson Nomvete (Chairman) *Bronwyn Anne Corbett (Chief Executive Officer)Leon Paul van de Moortele (Chief Financial Officer)Peter Todd (Lead independent Director) *+

Maheshwar Doorgakant *+

Ian Donald Macleod *+

Chandra Kumar Gujadhur *+

Gregory Pearson

* Non-executive+ Independent


1. INTRODUCTION

1.1 Background

1.1.1 Delta is a pan-African income fund focusing on African real estate assets underpinned by US Dollar denominated long-term leases with high quality tenants delivering strong sustainable income.

1.1.2 Shareholders are referred to the joint announcements released by the Company and Pivotal on SEM and SENS on 17 November 2015 and 7 December 2015. As detailed in those announcements, the Company proposes to acquire the Acquisition Assets in terms of the Acquisition Agreements. The Acquisition is to be funded through the issue of the Naivasha Consideration Shares by the Company to Pivotal Global, by way of an acquisition issue, and by way of the issue for cash of the Pivotal Subscription Shares to Pivotal Global, on the terms detailed in this Circular.

1.1.3 Pursuant to the Pivotal Transaction:

1.1.3.1 Pivotal has subscribed for the US Dollar equivalent of R300 million of additional Shares in terms of vendor consideration placements;

1.1.3.2 the Company will terminate the existing Asset Management Agreement and internalise the management function and management fee;

1.1.3.3 the Company has concluded the Promoters Agreement with the Promoters, pursuant to which the Promoters will source investment and development opportunities for Delta; and

1.1.3.4 the Company will change its name to Mara Delta Property Holdings Limited and restructure the Board.

1.2 Purpose of this Circular

1.2.1 The Acquisition constitutes a category 1 acquisition in terms of the JSE Listings Requirements and requires Shareholder approval by way of an ordinary resolution.

1.2.2 The Company is to fund the Wings Acquisition through the Pivotal Subscription, which constitutes a specific issue of shares for cash in terms of the JSE Listings Requirements and requires Shareholder

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approval by way of an ordinary resolution, with at least 75% of the votes cast by Shareholders present in person or represented by proxy, required to be cast in favour of the resolution. Pivotal, Pivotal Global and their associates will not be entitled to vote any Shares held by them on this resolution.

1.2.3 The Company wishes, in conjunction with the Acquisition, to terminate the existing Asset Management Agreement and internalise the management fee. In terms of the JSE Listings Requirements, the Termination Issue constitutes a specific issue of shares for cash and requires Shareholder approval by way of an ordinary resolution, with at least 75% of the votes cast by Shareholders present in person or represented by proxy, required to be cast in favour of the resolution. Freedom and its associates will not be entitled to vote any Shares held by them on this resolution.

1.2.4 Pursuant to the Acquisition, the Company intends to change its name to “Mara Delta Property Holdings Limited”. Such name change requires Shareholder approval by way of a special resolution.

1.2.5 The implementation of the Acquisition will be accompanied by certain changes to the Board, with the appointment of the New Directors requiring Shareholder approval in terms of Delta’s constitution.

1.2.6 The purpose of this Circular is to provide Shareholders with the requisite information to enable Shareholders to make an informed decision in respect of the resolutions set out in the Notice of the General Meeting enclosed with this Circular. In addition to the resolutions relating to the Pivotal Transaction, Shareholders will also be requested to approve a reduction in the Company’s stated capital, relating to antecedent dividends, on the terms set out in Special Resolution Number 3, as detailed in the Notice of General Meeting.

1.2.7 The purpose of this Circular is, further, to issue Listing Particulars pursuant to and conditional upon the implementation of the Acquisition, such Listing Particulars forming Annexure 9 hereto.

2. FRAMEWORK AGREEMENT

2.1 Introduction

The Company has entered into the Framework Agreement with Pivotal. This agreement is intended to record the framework in terms of which the Company and Pivotal will give effect to the various matters dealt with in this Circular, including, but not limited to, the Acquisition,and the matters dealt with in paragraphs 8 and 9 of the Circular.

2.2 Framework Conditions Precedent

2.2.1 The Framework Agreement is subject to the fulfilment of the following outstanding conditions precedent (“Framework Conditions Precedent”):

2.2.1.1 that all the requisite approvals are obtained by Delta and Pivotal from their respective shareholders and boards of directors, including:

2.2.1.1.1 any resolution required in terms of the Mauritian Companies Act, the JSE Listings Requirements or SEM Rules to give effect to the Acquisition Agreements and the other transactions contemplated in the Framework Agreement;

2.2.1.1.2 the waiver by Delta Shareholders of any and all pre-emptive, prior or preferential rights they may have as a result of the issue of the Consideration Shares; and

2.2.1.2 that:

2.2.1.2.1 the Naivasha Sale Agreement has become unconditional according to its terms, save for any condition contained therein requiring the Framework Agreement to become unconditional; and

2.2.1.2.2 each of the Related Transaction Agreements has become unconditional according to its terms, save for any condition contained therein requiring the Framework Agreement to become unconditional; and

2.2.1.3 that Delta and Pivotal have complied with all applicable laws, the JSE Listings Requirements and the SEM Rules, and have obtained all regulatory approvals which are mandatory or reasonably advisable under any applicable law, the JSE Listings Requirements and the SEM Rules, in relation to the Framework Agreement, the Naivasha Sale Agreement and the Related Transaction Agreements.

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2.2.2 The Framework Condition/s Precedent set out in:

2.2.2.1 paragraph 2.2.1.2 has been inserted for the benefit of both Delta and Pivotal, who will be entitled to waive fulfilment of such condition precedent, in whole or in part, by written agreement; and

2.2.2.2 paragraphs 2.2.1.1 and 2.2.1.3 are not capable of being waived.

2.2.3 If any Framework Condition Precedent has not been fulfilled or waived by the relevant date for fulfilment thereof (or such later date or dates as may be agreed in writing between the Company and Pivotal), then either party shall be entitled to give notice in writing to the other that unless the relevant Framework Condition Precedent is fulfilled or waived within 14 days of the date of issue of the notice (or such additional period or periods as the parties may agree in writing) (“Framework CP Notice Period”), the period for fulfilment or waiver of the relevant Framework Condition Precedent will expire upon expiry of the Framework CP Notice Period.

2.2.4 In the event that a Framework Condition Precedent is not fulfilled or waived before the expiry of the Framework CP Notice Period, the provisions of the Framework Agreement (save for certain provisions, which will remain of full force and effect) will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Framework Conditions Precedent.

3. THE ACQUISITION

3.1 Introduction

3.1.1 Subject to the requisite Shareholder approval being obtained and the Conditions Precedent being fulfilled (or waived, where applicable), the Company intends to acquire the Acquisition Assets as set out in this Circular.

3.1.2 In this regard, the Company has entered into:

3.1.2.1 the Naivasha Sale Agreement, in terms of which it will, subject to the fulfilment of the Naivasha Condition Precedent, purchase the Naivasha Asset from Pivotal Global for the Naivasha Purchase Consideration, on the terms set out in that agreement; and

3.1.2.2 the Wings Agreement, in terms of which the Company will, subject to the fulfilment of the Wings Conditions Precedent, subscribe for the Delta Subscription Shares in SB Wings in consideration for the Delta Subscription Consideration and purchase the Wings Sale Share from Pivotal for the Wings Share Purchase Consideration, on the terms set out in that agreement.

3.1.3 The Naivasha Acquisition and Wings Acquisition are not interconditional.

3.1.4 Particulars regarding the Acquisition Portfolio appear in Annexure 7 to this Circular.

3.2 Rationale for the Acquisition

3.2.1 In line with Delta’s strategy to expand its geographical footprint on the African continent, Delta has been seeking strategic partnerships with businesses that have existing structures and detailed knowledge of operating in new target jurisdictions. In August 2015, Delta and Pivotal, representing a consortium of investors, commenced discussions regarding the injection of a significant amount of capital into Delta and to include the consortium’s portfolio of assets (which includes a 45.5% share in the Buffalo Mall in Naivasha, Kenya and a 37.1% share in the Oando Wings office complex in Lagos, Nigeria) into Delta.

3.2.2 In addition to Pivotal, the consortium comprises well-known developer Abland (Proprietary) Limited, through its African subsidiary, Abvest Africa, and Mara Group, a prominent diversified African investment and holding group with large investments in the banking sector and a significant land ownership on the African continent.

3.2.3 Pursuant to the Pivotal Transaction, Pivotal has participated in the vendor consideration placements for an amount of USD19.3 million (R300 million).

3.2.4 The Acquisition is seen as extremely positive for Delta for the following reasons:

3.2.4.1 provides significant in-country expertise in Kenya and Nigeria;

3.2.4.2 increases Delta’s geographical footprint with assets in Kenya and Nigeria; and

3.2.4.3 provides Delta with a “first right of refusal” for all assets developed by Abvest Africa, which provides access to a pipeline of assets in excess of USD500 million within three years.

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3.2.5 Acquisition of Naivasha Asset

3.2.5.1 The net yield to Shareholders is below the targeted 7% for this investment as the Naivasha Purchase Consideration includes a portion of land with development rights. Due to the relatively small amounts involved with the investment and the potential for significant upside on Phase 2 of the mall (with development yields between 12% and 14%), Delta believes that this provides sufficient upside to Delta in the future. The planned Phase 2 development will add a maximum additional 14 000 m2 of GLA (over and above the existing 6 617m2 of GLA.

3.2.5.2 Strategically, this investment provides a future seed asset for the planned formation of a Kenyan REIT, which is vital for the Group’s future growth aspirations within Kenya.

3.2.6 Acquisition of Wings Asset

This investment provides the Group with the opportunity to enter into Africa’s largest economy, Nigeria. The asset is a landmark building on Victoria Island, Lagos, which is being jointly developed by RMB Westport and Pivotal. The asset acquisition will assist the Group in providing a solid foundation for future acquisitions within Nigeria.

3.3 Effective dates

Should:

3.3.1 The Naivasha Condition Precedent be duly fulfilled (or waived, where applicable), the Naivasha Acquisition will be implemented on the Naivasha Closing Date and be effective from the Naivasha Effective Date of 1 March 2016.

3.3.2 Should the Wings Conditions Precedent be duly fulfilled (or waived, where applicable), the Wings Acquisition will be implemented on, and be effective from, the Delta Subscription Date, which is anticipated to occur on or about 1 September 2016.

3.4 Authority to implement the Acquisition

3.4.1 As the Acquisition constitutes a category 1 transaction in terms of the JSE Listings Requirements, the Acquisition requires the approval of Shareholders by way of an ordinary resolution.

3.4.2 The Company will seek the approval of the Acquisition by Shareholders at the General Meeting.

3.4.3 The Acquisition constitutes an undertaking in the ordinary course of business of Delta and therefore does not fall under the scope of Chapter 13 of the SEM Rules.

4. NAIVASHA ACQUISITION

4.1 Naivasha Condition Precedent

4.1.1 The Naivasha Sale Agreement is subject to the fulfilment of the remaining outstanding condition precedent (“Naivasha Condition Precedent”) that the Framework Agreement becomes unconditional according to its terms, save for any condition therein requiring the Naivasha Sale Agreement to become unconditional.

4.1.2 The Naivasha Condition Precedent may be waived by written agreement between the parties to the Naivasha Sale Agreement.

4.1.3 If the Naivasha Condition Precedent has not been fulfilled by the date for fulfilment thereof (or such later date or dates as may be agreed in writing between Delta, Pivotal Global and ADH) then any party to the Naivasha Sale Agreement shall be entitled to give notice in writing to the other parties to that agreement that unless the Naivasha Condition Precedent is fulfilled within 14 days of the date of issue of the notice (or such additional period or periods as the parties to that agreement may agree in writing) (“Naivasha CP Notice Period”), the period for fulfilment of the Naivasha Condition Precedent will expire upon expiry of the Naivasha CP Notice Period.

4.1.4 In the event that the Naivasha Condition Precedent is not fulfilled before the expiry of the Naivasha CP Notice Period, the provisions of the Naivasha Sale Agreement (save for certain clauses, which will remain of full force and effect), will never become of any force or effect, meaning that the Naivasha Acquisition will not proceed.

4.1.5 Under the Naivasha Sale Agreement, all risk and ownership in, and all benefit attaching to the Naivasha Asset will, against settlement of the Provisional Naivasha Purchase Consideration, pass to Delta on the Naivasha Closing Date, but with effect from the Naivasha Effective Date. Possession and effective control of the Naivasha Asset will be given to Delta on the Naivasha Closing Date.

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4.2 Naivasha Purchase Consideration

4.2.1 The Naivasha Purchase Consideration will amount to the sum of:

4.2.1.1 an amount equal to 45.5% of the net equity value of BM Naivasha; and

4.2.1.2 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities and assets of ADH (excluding its 45.5% interest and related loans to BM Naivasha), as at the Naivasha Designated Time.

4.2.2 The net equity value of BM Naivasha shall be calculated as follows:

4.2.2.1 the agreed:

4.2.2.1.1 gross market value of the completed development on the land leased by BM Naivasha, being USD10 400 000; plus

4.2.2.1.2 bulk value of the land leased by BM Naivasha upon which a second phase development is intended to be developed by BM Naivasha (“Phase 2”), being USD3 000 000 (“Phase 2 Bulk Value”);

4.2.2.2 minus the amount of debt funding of BM Naivasha as at at the Naivasha Designated Time (and which does not relate to Phase 2);

4.2.2.3 plus (if the amount is positive) or minus (if the amount is negative) the net working capital of BM Naivasha as at the Naivasha Designated Time;

4.2.2.4 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities (excluding debt funding) and assets of BM Naivasha (including any tax liabilities that have arisen up to the Naivasha Closing Date and the mark-to-market value of any hedges or similar instruments) which are not taken into account in calculating the net working capital.

4.2.3 Pivotal Global shall no later than 10 business days prior to the anticipated Naivasha Closing Date deliver to Delta pro forma balance sheets of BM Naivasha and of ADH as at the Naivasha Effective Time (“Pro Forma Naivasha Closing Date Accounts”), which will, inter alia, include a calculation of the net equity value of BM Naivasha (“Provisional BM Naivasha Net Equity Value”) as at the Naivasha Designated Time and of the Naivasha Purchase Consideration as at the Naivasha Designated Time (“Provisional Naivasha Purchase Consideration”). Should Delta dispute the Pro Forma Naivasha Closing Date Accounts, the dispute will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

4.2.4 The Provisional Naivasha Purchase Consideration will be settled on the Naivasha Closing Date by:

4.2.4.1 crediting an amount of USD1.365 million, which equates to 45.5% of the Phase 2 Bulk Value to a loan account in favour of Pivotal Global in the books of account of Delta (“Phase 2 Bulk Value Loan”); and

4.2.4.2 the allotment and issue to Pivotal Global of such number of Naivasha Consideration Shares as is determined by dividing the balance of the Provisional Naivasha Purchase Consideration by the agreed Delta NAVPS of USD1.70 per Share. The Naivasha Consideration Shares will, subject to paragraph 4.5.1 below, be issued in dematerialised form on the South African share register of Delta.

4.2.5 Delta will procure the preparation and delivery of the “Naivasha Closing Date Accounts” to the parties as soon as possible after the Naivasha Closing Date but in any event not later than 90 days thereafter, the costs of which will be paid equally by the Delta and Pivotal Global. The Naivasha Closing Date Accounts shall include a calculation and written certification by Delta of, inter alia, the actual net equity value of BM Naivasha and the actual Naivasha Purchase Consideration, as well as the difference (expressed in US Dollars) between the Provisional Naivasha Purchase Consideration and the actual Naivasha Purchase Consideration (“Naivasha Purchase Consideration Adjustment Amount”). Any dispute between Delta and Pivotal Global regarding the Naivasha Closing Date Accounts will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

4.2.6 If the Naivasha Purchase Consideration Adjustment Amount has been determined as being:

4.2.6.1 a positive amount, then, within three business days after the amount has been finally determined, Pivotal Global shall pay to Delta an amount equal thereto in US Dollars, in cash;

4.2.6.2 a negative amount, then, within three business days after the amount has been finally determined, Delta shall allot and issue to Pivotal Global such number of Shares as is determined by dividing the Naivasha Purchase Consideration Adjustment Amount by the agreed Delta NAVPS of USD1.70 per Share.

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4.3 Phase 2 Loans

In terms of the Naivasha Sale Agreement, upon the Phase 2 development being approved, Pivotal Global will advance loan funding to ADH, on behalf of Delta, in connection with the development of Phase 2, it being anticipated that such loan will not amount to more than USD12 000 000 (“Phase 2 Equity Funding Loan”). The Phase 2 Equity Funding Loan and the Phase 2 Bulk Value Loan (collectively, “Phase 2 Loans”) will attract interest at a rate of 5% nominal annual compounded monthly and will be immediately repayable if the construction of Phase 2 has not commenced within two years after the Naivasha Closing Date or if practical completion of Phase 2 has not been achieved within two years after construction of Phase 2 has commenced.

4.4 Phase 2 Additional Consideration

4.4.1 Pivotal Global shall, at any point decided by it during the period of 12 months after practical completion of Phase 2 has been achieved, notify Delta that it requires Phase 2 to be valued as at the date of such notice and for the resulting calculations and payments set out below to be made. If Pivotal Global has not given notice within such 12-month period, the Company shall cause Phase 2 to be valued as at the end of such 12-month period. Such valuation shall be 100% of the gross fair market value of Phase 2 less the Phase 2 Bulk Value being the sum of USD3 000 000 (“Phase 2 Value”) and shall be determined by an independent internationally recognised property valuer.

4.4.2 Once the Phase 2 Value has been determined, Delta shall, within 10 business days thereafter:

4.4.2.1 repay the Phase 2 Loans in cash or, if Pivotal Global so elects (in which event such election and repayment shall be subject to all necessary approvals being obtained from the exchange control authorities of the South African Reserve Bank), in respect of all or part of the Phase 2 Loans, by the allotment and issue to Pivotal Global of Delta Shares on the same basis as provided in paragraph 4.4.3 below; and

4.4.2.2 pay to Pivotal Global (as additional consideration for the Naivasha Asset) an amount calculated as follows (“Phase 2 Additional Consideration”):

4.4.2.2.1 45.5% of the Phase 2 Value; less

4.4.2.2.2 45.5% of the amount of any loan or other financial indebtedness (other than in respect of a hedge or similar arrangement) of BM Naivasha to any bank, financial institution or other debt provider (“Debt Funding”), to the extent that such Debt Funding was exclusively incurred in connection with the development of Phase 2; less

4.4.2.2.3 an amount equal to the Phase 2 Equity Funding Loan repaid pursuant to paragraph 4.4.2.1.

4.4.3 Delta will pay the Phase 2 Additional Consideration by the allotment and issue to Pivotal Global of such number of Shares as is determined by dividing the Phase 2 Additional Consideration by the then most recently published net asset value per Share (including deferred tax). Delta considers the issuing of Delta Shares pursuant to paragraph 4.4.2.1 above, to form part of the overall Acquisition Issue of Shares to Pivotal Global in respect of the Naivasha Acquisition.

4.4.4 Any dispute regarding the determination of the Phase 2 Additional Consideration shall be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

4.5 Other material terms

4.5.1 Notwithstanding paragraph 4.2.4.2 above, Pivotal Global may elect by written notice to Delta, given not less than five business days prior to the Naivasha Closing Date or the date on which any Delta Shares are to be issued to Pivotal Global pursuant to the Naivasha Sale Agreement (including in terms of paragraph 4.2.4.2, paragraph 4.2.6.2 and/or paragraph 4.4.3), to require Delta to issue such Delta Shares off the Mauritian share register of Delta.

4.5.2 Pivotal Global will only be entitled to distributions in respect of a Naivasha Consideration Share to the extent that they are declared in respect of the period commencing on the Naivasha Closing Date. Pivotal Global will within five business days of receipt of a distribution for such a share, pay to Delta an amount equal to any distribution received by it to the extent that it was declared in respect of a distribution period which ended before the Naivasha Closing Date, calculated on a pro rata basis where required. For purposes of the above, a “distribution period” means the financial period in respect of which Delta declares the relevant distribution.

4.5.3 Pivotal Global has provided Delta with limited warranties under the Naivasha Sale Agreement, such warranties being given, inter alia, in relation to the share capital of ADH and of BM Naivasha.

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5. WINGS ACQUISITION

5.1 Wings Conditions Precedent

5.1.1 The Wings Agreement is subject to the following outstanding conditions precedent (“Wings Conditions Precedent”):

5.1.1.1 that the existing shareholders of Oando Wings other than SB Wings have, in writing, to the satisfaction of Pivotal and Delta, waived all pre-emptive, grandfather or similar rights which they may have in respect of SB Wings’ 37.1% shareholding in Oando Wings and which may be triggered by the fact that Delta is acquiring control of SB Wings as contemplated in the Wings Agreement, and have provided all such other consents as may be required in connection with the implementation of the Wings Agreement and Pivotal furnishes Delta with proof to the reasonable satisfaction of Delta thereof;

5.1.1.2 that Pivotal furnishes Delta with proof to the reasonable satisfaction of Delta that the funders under the Wings Facility Agreement have consented in writing to the transactions envisaged in the Wings Agreement without requiring any amendment to the Wings Facility Agreement or, if any amendment is required, Delta has confirmed in writing that it is satisfied with such amendment/s (Delta to act reasonably in this regard); and

5.1.1.3 that the Framework Agreement becomes unconditional according to its terms, save for any condition therein requiring the Wings Sale Agreement to become unconditional.

5.1.2 The Wings Conditions Precedent (or any one or more of them) may be waived by written agreement between the parties to the Wings Agreement.

5.1.3 If any Wings Condition Precedent has not been fulfilled by the relevant date for fulfilment thereof (or such later date or dates as may be agreed in writing between the parties to the Wings Agreement) then any party to the Wings Agreement shall be entitled to give notice in writing to the other parties to that agreement that unless the relevant Wings Condition Precedent is fulfilled within 14 days of the date of issue of the notice (or such additional period or periods as the parties to that agreement may agree in writing) (“Wings CP Notice Period”), the period for fulfilment of the relevant Wings Condition Precedent will expire upon expiry of the Wings CP Notice Period.

5.1.4 In the event that a Wings Condition Precedent is not fulfilled before the expiry of the Wings CP Notice Period, the provisions of the Wings Agreement (save for certain clauses, which will remain of full force and effect), will never become of any force or effect, meaning that the Wings Acquisition will not proceed.

5.1.5 Under the Wings Agreement, ownership, risk in and all benefit attaching to the Delta Subscription Shares will pass to Delta upon allotment and issue of the Delta Consideration Shares, which is due to occur on the Delta Subscription Date, which is anticipated to take place on 1 September 2016.

5.2 Pivotal Subscription

5.2.1 Delta will, by not later than 08:00 on the 5th business day prior to the Pivotal Subscription Date, notify Pivotal Global in writing of the amount of the Delta Subscription Consideration as agreed between them or as determined by an independent chartered accountant.

5.2.2 In terms of the Wings Agreement:

5.2.2.1 Subject to the conditions precedent that the Pre-Subscription Dividend is declared by SB Wings and the SB Wings Repurchase is effected, Pivotal Global undertakes to subscribe for the Pivotal Subscription Shares on the Pivotal Subscription Date, subject to receipt of the written notification referred to in paragraph 5.2.1 above;

5.2.2.2 Pivotal Global will pay the Pivotal Subscription Consideration in US Dollars by electronic funds transfer (free of deduction or set-off) into such banking account in Mauritius as shall have been nominated by Delta;

5.2.2.3 Delta undertakes to issue the Pivotal Subscription Shares to Pivotal Global off the Mauritian register of Delta on the Pivotal Subscription Date against receipt of the Pivotal Subscription Consideration; and

5.2.2.4 Pivotal Global will only be entitled to distributions in respect of the Pivotal Subscription Shares, to the extent that they are declared in respect of the period commencing on the Pivotal Subscription Date. Pivotal Global will, within five business days of the receipt of a distribution for such share, pay to Delta an amount equal to any distribution received by it to the extent that it was declared in respect of a distribution period which ended before the Pivotal Subscription Date, calculated on a pro rata basis where required. For the purposes of the above, a “distribution period” means the financial period in respect of which Delta declares the relevant distribution.

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5.3 Delta Subscription

5.3.1 Subject to (i) the Pre-Subscription Dividend being declared by SB Wings, (ii) the SB Wings Repurchase being effected and (iii) the Pivotal Subscription being implemented, Delta will subscribe for the Delta Subscription Shares in SB Wings on the Delta Subscription Date for the Delta Subscription Consideration.

5.3.2 SB Wings will allot and issue the Delta Subscription Shares to Delta against settlement of the Delta Subscription Consideration.

5.3.3 Ownership, risk in and all benefit attaching to the Delta Subscription Shares will pass to Delta upon allotment and issue to it of the Delta Subscription Shares.

5.4 Delta Subscription Consideration

5.4.1 The Delta Subscription Consideration will amount to the sum of:

5.4.1.1 an amount equal to 37.1% of the net equity value of Oando Wings;

5.4.1.2 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities and assets of SB Wings (excluding its 37.1% interest and related loans to Oando Wings), as at the Wings Effective Time (but excluding any amount relating to the Pre-Subscription Dividend and the SB Wings Repurchase); and

5.4.1.3 less an amount equal to the Wings Share Purchase Consideration.

5.4.2 The net equity value of Oando Wings shall be calculated as follows:

5.4.2.1 the agreed gross market value of the Wings Development, being USD297 402 594;

5.4.2.2 minus the amount of debt funding of Oando Wings as at the Wings Effective Time;

5.4.2.3 plus (if the amount is positive) or minus (if the amount is negative) the net working capital of Oando Wings as at the Wings Effective Time; and

5.4.2.4 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities (excluding debt funding) and assets of Oando Wings (including any tax liabilities that have arisen up to the Delta Subscription Date and the mark-to market value of any hedges or similar instruments) which are not taken into account in calculating the net working capital.

5.4.3 Pivotal shall no later than 08:00 (South African time) on the 15th business day prior to the Pivotal Subscription Date deliver to Delta pro forma balance sheets of Oando Wings and of SB Wings as at the Wings Effective Time (“Pro Forma Wings Effective Date Accounts”), which will, inter alia, include a calculation of the net equity value of Oando Wings (“Estimated Oando Wings Net Equity Value”) as at the Wings Effective Time and of the Delta Subscription Consideration as at the Wings Effective Time. Should Delta dispute the Pro Forma Wings Effective Date Accounts, the dispute will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

5.4.4 Subject to receipt of the Pivotal Subscription Consideration (and notwithstanding the fact that the Pivotal Subscription Consideration may have been reduced pursuant to the application of paragraph (ii) in the definition of Pivotal Subscription Shares, as set out in the Definitions and Interpretations section of this Circular) the Delta Subscription Consideration (limited to the Pivotal Subscription Consideration) will be paid by Delta to SB Wings in US Dollars on the Delta Subscription Date, with the balance of the funds being paid within 90 days from the subscription date.

5.5 Wings Share Purchase

5.5.1 Immediately following and subject to:

5.5.1.1 settlement of the amounts relating to the Pre-Subscription Dividend and the SB Wings Repurchase; and

5.5.1.2 the issue of the Delta Subscription Shares,

Pivotal shall sell to Delta, which shall purchase, the Wings Sale Share for the Wings Share Purchase Consideration.

5.5.2 Ownership of, risk in and all benefit attaching to the Wings Sale Share will, against payment of the Wings Share Purchase Consideration, pass to Delta at the relevant time, as referred to in paragraph 5.5.1 above.

5.5.3 Possession and effective control of the Wings Sale Share will be given to Delta at the relevant time, as referred to in paragraph 5.5.1 above.

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5.6 Wings Effective Date Accounts

5.6.1 Delta will procure the preparation and delivery of the “Wings Effective Date Accounts” to the parties as soon as possible after the Delta Subscription Date but in any event not later than 90 days thereafter, the costs of which will be paid equally by Delta and Pivotal. The Wings Effective Date Accounts shall include a calculation and written certification by Delta of, inter alia, the actual net equity value of Oando Wings and a recalculation of the Delta Subscription Consideration. Any dispute between Delta and Pivotal regarding the Wings Effective Date Accounts will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

5.6.2 If the recalculated Delta Subscription Consideration, contemplated in paragraph 5.6.1 above, as finally determined is less than the Delta Subscription Consideration actually paid, Pivotal shall be liable to Delta for payment of an amount equal to the shortfall, and such amount shall be paid in cash no later than 20 business days after it has been determined to be payable.

5.7 Income guarantee

5.7.1 For the purposes of this paragraph 5.7:

5.7.1.1 “First Guarantee Period” means the period of 12 months commencing on the Delta Subscription Date;

5.7.1.2 “Guarantee Period” means the First Guarantee Period or the Second Guarantee Period, as applicable;

5.7.1.3 “Guaranteed Premises” means the following premises, which according to the existing development plan are intended to form part of the Wings Development once completed:

5.7.1.3.1 the total of 13 436 square meters of planned office space and restaurant space in respect of which, as at the signature date of the Wings Agreement, no leases with tenants have been entered into; and

5.7.1.3.2 the total of 292 planned parking bays in respect of which, as at the signature date of the Wings Agreement, no leases with tenants have been entered into;

5.7.1.4 “Projected Amount” means:

5.7.1.4.1 in relation to the office and restaurant space contemplated in paragraph 5.7.1.3.1:

5.7.1.4.1.1 in respect of the First Guarantee Period, total rental income based on a monthly rental per square meter of USD76; and

5.7.1.4.1.2 in respect of the Second Guarantee Period, total rental income based on a monthly rental per square meter of USD76, escalated by 4%; and

5.7.1.4.2 in relation to the parking space contemplated in paragraph 5.7.1.3.2:

5.7.1.4.2.1 in respect of the First Guarantee Period, total rental income based on a monthly rental per parking bay of USD180; and

5.7.1.4.2.2 in respect of the Second Guarantee Period, total rental income based on a monthly rental per parking bay of USD180, escalated by 4%; and

5.7.1.5 “Second Guarantee Period” means the period of 12 months commencing on the first day after the end of the First Guarantee Period.

5.7.2 The Delta Subscription Consideration has been agreed on the assumption that Oando Wings would, as part of the rental income it receives in respect of the Wings Development in respect of each of the Guaranteed Periods, receive the relevant Projected Amounts as rental income in respect of the Guaranteed Premises, and accordingly that:

5.7.2.1 the net income which Oando Wings would be able to distribute to the SB Wings after deduction of the applicable operating expenses, interest and taxes (including withholding taxes), would take into account such assumed rental income; and

5.7.2.2 the annual income distributions which the SB Wings in turn will be able to make to its shareholder, Delta, after deduction of all applicable costs, expenses and taxes (including withholding taxes), would take into account such assumed rental income of Oando Wings.

5.7.3 The parties to the Wings Agreement have accordingly agreed to ensure that, if such assumed rental income in respect of the Guaranteed Premises is not received in full by Oando Wings, Delta is compensated by Pivotal (in the form of a payment which constitutes replacement income) in respect

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of the resulting reduction in the amount of the income it has received or will receive from SB Wings in the form of distributions in respect of the relevant Guarantee Period (“Income Reduction Amount”).

5.7.4 Delta shall, as soon as practicable after the end of each Guarantee Period, prepare a detailed calculation of the actual amounts of rental income received by Oando Wings in respect of the relevant Guaranteed Premises and the relevant Guarantee Period and, if such amounts are less than the Projected Amounts, it shall also calculate the resulting Income Reduction Amount, and it shall deliver such calculations, supported by detailed workings and all underlying documentation, to Pivotal (“Delta’s Calculations”).

5.7.5 For purposes of the relevant calculations:

5.7.5.1 all amounts shall be denominated in US Dollars; and

5.7.5.2 the various tax rates applicable as at the signature date of the Wings Agreement will be applied.

5.7.6 If Pivotal wishes to dispute any aspect of Delta’s Calculations, it shall deliver written notice of such dispute to Delta by no later than five business days after receipt thereof, failing which Delta’s Calculations will be final and binding on the parties. If Pivotal has raised a dispute, the dispute shall be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

5.7.7 If it has been determined that there is an Income Reduction Amount, Pivotal will pay to Delta an amount (in US Dollars) equal to the Income Reduction Amount, by no later than five business days after the date of the determination.

5.7.8 If valid leases are entered into with tenants in respect of any portion of the Guaranteed Premises and in respect of any portion of any Guarantee Period, the relevant portion of the Guaranteed Premises shall in respect of the relevant portion of the Guarantee Period be released from and not be subject to the income guarantee.


5.8.1 Pivotal has provided Delta with limited warranties under the Wings Agreement, such warranties being given, inter alia, in relation to the share capital of SB Wings and of Oando Wings.

5.8.2 Any party to the Wings Agreement will be entitled to cancel the agreement by written notice during the 30-day period immediately following 31 August 2017, should practical completion of the Wings Development not have been achieved prior to that date.

6. ACQUISITION PORTFOLIO

6.1 Following the implementation of the Acquisition, the Company will have effective interests in a Property Portfolio consisting of 12 properties with an effective owned rentable area of 119 495 m2 and will be valued at approximately USD431 761 631. The details of the Current Portfolio are included in paragraph 9.1 of the Listing Particulars, while detailed information regarding the Acquisition Portfolio is set out in Annexure 7 to this Circular. In addition, please refer to the report by the Independent Reporting Accountants at Annexure 5 to this Circular (report on the value and existence of the assets and liabilities acquired).

6.2 Description of Acquisition Portfolio

6.2.1 The Naivasha Property is held by BM Naivasha, in which the Company will be acquiring a 45.5% shareholding by way of the Naivasha Acquisition. The object of BM Naivasha is to construct and develop a retail, commercial and entertainment centre on the Naivasha Property. The development is being undertaken in two phases, with phase 1 complete and Phase 2 (which could be undertaken in a single phase or multiple phases) being expected to commence within approximately 24 months from the signature date of the Naivasha Sale Agreement.

6.2.2 The Wings Property is held by Oando Wings (in which the Company will be acquiring a 37.1% shareholding by way of the Wings Acquisition), which is undertaking a large office development of the Wings Property in Lagos, Nigeria, which is expected to be completed during August 2016 (Wings Development).

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6.3 Analysis of the Acquisition Portfolio

6.3.1 The Acquisition Portfolio comprises retail and office properties, the particulars of which appear below:

Property Sector

Anticipated purchase

consideration (USD) GLA (m2)

Anticipated purchase

consideration per GLA (USD/m2)

Averageforward

purchaseyield

Vacancy % by GLA

Naivasha Property Retail 4 089 000 6 617 618 5% 3.5%Wings Property Office 73 236 000 27 112 2 633 6.4% 0%

6.4 An analysis of the Acquisition Portfolio, as at 30 November 2015, in respect of sectoral, geographic, tenant, vacancy and lease expiry profiles is provided below. Please also refer to the detailed information on the Acquisition Portfolio appearing in Annexure 7 hereto.

SECTORAL PROFILE GLA per sector Gross rentals per sector

Retail 22% 4%Office 78% 96%

100% 100%

GEOGRAPHICAL PROFILE GLA per area Gross rentals per area

Kenya 22% 4%Nigeria 78% 96%

100% 100%

TENANT PROFILE Based on GLA Number of tenants

A 40% 3B 55% 10C 5% 22

100% 35

The following key applies to the above table:

A. Large national tenants, large listed tenants, government and major franchisees

B. National tenants, listed tenants, franchisees, medium to large professional firms

C. Other

6.5 Lease expiry profile

Expiry profile – year to 30 June GLA (Retail) GLA (Office)Gross rentals

(Retail)Gross rentals

(Office)

Vacant 3.5% 7.8% 0% 0%2016 0% 0% 0% 0%2017 3.1% 5% 0% 0%2018 0.7% 0% 0% 0%2019 0% 0% 49.4% 48.7%2020 0% 0% 0% 0%Beyond 92.7% 87.2% 50.6% 51.3%

6.6 Rental escalations and rental per square metre

6.6.1 The annualised weighted average rental escalation at 30 November 2015, based on existing leases, is 2.14% per annum for the Naivasha Property and 3.49% per annum for the first two years and 4% per annum thereafter in respect of the Wings Property.

6.6.2 The anticipated forward average acquisition yield:

6.6.2.1 of the Naivasha Acquisition for the 12 months commencing from the Naivasha Effective Date of 1 March 2016 is 5%; and

6.6.2.2 of the Wings Acquisition for the 12 months commencing from the anticipated Delta Subscription Date of 1 September 2016 is 6.4%.

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6.6.3 The weighted average gross rental per m2 per month for the Acquisition Portfolio from the Naivasha Effective Date of 1 March 2016 and the anticipated Delta Subscription Date of 1 September 2016 is USD73.39 per m2.

6.6.4 The abridged valuation report on the Acquisition Portfolio is set out in Annexure 6 to this Circular. The detailed valuation report is available for inspection as set out in paragraph 25 of this Circular.

7. TERMINATION OF THE ASSET MANAGEMENT AGREEMENT

The terms upon which the Asset Management Agreement is to be terminated, are detailed in the Freedom Termination Agreement, a copy of which is available for inspection in terms of paragraph 25 below.

Current position

7.1 Freedom currently provides various investment, asset management and other services (collectively, “Management Services”) to the Company, as detailed in the Asset Management Agreement.

7.2 The Asset Management Agreement currently provides for the following fees to be paid by the Company to the Asset Manager:

7.2.1 Management Fee

7.2.1.1 In consideration for the rendering of the Management Services to the Company, Freedom is entitled to a fee (“Management Fee”) calculated at 0.5% per annum of the average total gross market value of all Investments as at the relevant date, as determined by the Board, (exclusive of value-added tax levied under the laws of Mauritius) in respect of the relevant payment period.

7.2.1.2 The Asset Management Agreement provides that Freedom shall from time to time conclude management agreements with the various Property Companies (“Property Company Agreement”). During each payment period, the Management Fees payable by the Company to Freedom shall be reduced proportionately by the aggregate amount of the Property Company Fees received or to be received by Freedom in respect of the relevant payment period from the relevant Property Company in terms of the relevant Property Company Agreement.

7.2.1.3 The Management Fee is payable in four instalments per annum and quarterly in arrears by the Company to Freedom on 31 December, 31 March, 30 September and 30 June of each year (or if that day is not a business day, then the relevant payment date shall be the first business day immediately preceding that date).

7.2.2 Acquisition Fee

7.2.2.1 Freedom shall be entitled to charge and receive an acquisition fee equal to 1% of the Gross Asset Value of an Authorised Investment being acquired by the Company (“Acquisition Fee”).

7.2.2.2 The Acquisition Fees are payable by the Company to Freedom at the relevant dates of transfer in addition to the Management Fee.

7.2.3 Property Company Fees

7.2.3.1 Freedom is entitled to charge and receive from the relevant Property Company, subject to paragraph 7.2.1 above and pursuant to the provisions of the relevant Property Company Agreement, the relevant Property Company Fees.

7.2.4 In addition, under the Asset Management Agreement the Company shall be responsible for and shall reimburse Freedom in respect of any authorised expenses incurred by Freedom in connection with or arising from the provision of the Management Services, and paid by Freedom.

7.2.5 Shareholders are referred to the Asset Management Agreement, a copy of which is available for inspection in terms of paragraph 25 below, for the detailed provisions relating to the Management Services, the fees and expenses outlined above and other matters pertaining to the asset management function currently performed by Freedom.

Termination of the Asset Management Agreement

7.2.6 It is intended that, as part of the Pivotal Transaction, the asset management function of the Company be internalised by terminating the Asset Management Agreement, with effect from the Naivasha Closing Date, for the Termination Consideration. The Termination Consideration is to be settled by the Company on the Naivasha Closing Date through the issue of new Shares to Freedom, as set out below.

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7.2.7 To the extent that the Termination Consideration Shares:

7.2.7.1 are issued off the Company’s Mauritian register, the issue price per Share will be the agreed Delta NAVPS of USD1.70 per Share;

7.2.7.2 are issued off the Company’s South African register, the issue price per Share will be the agreed Delta NAVPS of USD1.70 per Share, converted into Rand at the Spot Rate as at the Naivasha Closing Date,

such USD issue price per Share being at a premium to Delta’s 30 Day VWAP, with the above issue of Termination Consideration Shares by the Company to Freedom being referred to herein as the “Termination Issue”.

7.2.8 Notwithstanding the provisions of the Asset Management Agreement, Freedom will not be required to sell its Shares in the Company upon the termination of the Asset Management Agreement.

7.2.9 In terms of the JSE Listings Requirements, the Termination Issue constitutes a specific issue of shares for cash and requires Shareholder approval by way of any ordinary resolution, with at least 75% of the votes cast by Shareholders present in person or represented by proxy, required to be cast in favour of the resolution. A resolution to this effect is contained in the Notice of General Meeting.

7.2.10 As at the Last Practicable Date, Freedom is not a Shareholder of Delta

7.2.11 Freedom is related to Delta. However, as indicated in paragraph 7.2.7 above, the USD issue price at which Termination Consideration Shares are to be issued to Freedom under the Termination Issue, is at a premium to Delta’s 30 Day VWAP. Accordingly, Delta is not required under the JSE Listings Requirements to obtain a fairness opinion for the Termination Issue.

7.3 Conditions precedent to the termination of the Asset Management Agreement

7.3.1 The Freedom Termination Agreement is subject to the fulfilment or, where applicable, waiver, of the following outstanding conditions precedent:

7.3.1.1 that the Framework Agreement has become unconditional according to its terms, save for any condition contained therein requiring the Freedom Termination Agreement to become unconditional;

7.3.1.2 that all the requisite approvals are obtained by the Company and Freedom from their respective shareholders and boards of directors, including the waiver by the shareholders of Delta of any and all pre-emptive, prior or preferential rights they may have as a result of the issue of Shares in terms of the Freedom Termination Agreement; and

7.3.1.3 that the Company and Freedom have complied with all applicable laws, the JSE Listings Requirements and the SEM Rules, and have obtained all regulatory approvals which are mandatory or reasonably advisable under any applicable law, the JSE Listing Requirements and the SEM Rules in relation to the transaction contemplated in the Freedom Termination Agreement.

7.3.2 The condition/s precedent set out in:

7.3.2.1 paragraph 7.3.1.1 has been inserted for the benefit of both the Company and Freedom who will be entitled to waive fulfilment of that condition precedent, in whole or in part, by written agreement; and

7.3.2.2 paragraphs 7.3.1.2 and 7.3.1.3 are not capable of being waived.

7.4 Other material provisions

In terms of the Framework Agreement:

7.4.1 Delta undertakes to Pivotal that Delta will not enter into any other asset management or similar agreement, either with Freedom or any other party, at any time after the signature date of the Framework Agreement up to the Naivasha Closing Date, without the prior written consent of Pivotal; and

7.4.2 Delta warrants in favour of Pivotal that Delta has, or will employ, sufficient suitably qualified staff to perform the asset management functions previously performed by Freedom to at least the same standard for a period from up to the Naivasha Closing Date.

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8. CHANGES TO THE BOARD

8.1 The Framework Agreement envisages that the implementation of the Pivotal Transaction will be accompanied by certain changes to the Board, it being the intention that the Board will on, or as soon as possible, after the Naivasha Closing Date be reconstituted as follows:

NameExisting Director or new appointment Position

Sandile Hopeson Nomvete Existing Director Non-executive chairmanBronwyn Anne Corbett Existing Director Chief executive officerLeon Paul van de Moortele Existing Director Chief financial officerAshish Thakkar New appointment Non-executive DirectorJacqueline Roxanne van Niekerk New appointment Non-executive DirectorDavid Stanley Savage New appointment Non-executive DirectorPeter Todd Existing Director Lead independent non-executive DirectorIan Donald Macleod Existing Director Independent non-executive DirectorMaheshwar Doorgakant Existing Director Independent non-executive DirectorChandra Kumar Gujadhur Existing Director Independent non-executive DirectorIan Chambers New appointment Independent non-executive Director

8.2 In order to achieve the above Board composition, Mr Pearson, who is currently a Director of the Company, has given notice of his resignation from the Board, such resignation to take effect on the Naivasha Closing Date.

8.3 The appointment of the new Directors listed in the table at paragraph 8.1 above, being A Thakkar, JR van Niekerk, DS Savage and I Chambers will, in terms of Delta’s constitution, be voted upon by Shareholders at the General Meeting.

8.4 In terms of the Framework Agreement, the chief executive officer and the chief financial officer, as set out in the table at paragraph 8.1 above, will remain in their capacities as executives, as agreed between the Delta and Pivotal.

9. NAME CHANGE

9.1 In terms of the Framework Agreement, Delta has agreed that it will, to the extent that it is able to do so, procure that its name is changed to “Mara Delta Property Holdings Limited” with effect from the Naivasha Closing Date or a date as soon as possible thereafter.

9.2 In terms of the Framework Agreement, Pivotal has undertaken to vote all Delta Shares held by it for the purpose of achieving the above name change to the name of Delta.

9.3 Following the approval of the above name change by Shareholders at the General Meeting, Delta will make an application to the Registrar of Companies (“ROC”) in Mauritius for the name change to “Mara Delta Property Holdings Limited”. Upon receipt of the Certificate of Incorporation on Change of Name from the ROC, the Company will release an announcement on the SEM website and SENS followed by an announcement in the Mauritian and South African press. The last day to trade under the old name “Delta Africa Property Holdings Limited” is anticipated to be Friday, 3 June 2016.

10. PROMOTERS AGREEMENT

10.1 The Promoters, who have been involved in the assembly of the Current Portfolio of real estate assets of Delta and/or the Acquisition Assets to be acquired by it under the Acquisition Agreements, intend to use their networks and resources to originate real estate development and investment opportunities in the Territory.

10.2 Delta wishes to obtain a right of first refusal in respect of all such opportunities originated by the Promoters in the Territory, and also wishes to provide certain commercial incentives to the Promoters in connection with such opportunities.

10.3 Although Shareholder approval is not required in respect of the Promoters Agreement, Delta wishes to advise Shareholders of the terms of this agreement, a copy of which is available for inspection in terms of paragraph 25 below, as it is a material agreement.

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10.4 Condition precedent to Promoters Agreement

The Promoters Agreement is subject to the fulfilment of the condition precedent that, the Framework Agreement has become unconditional according to its terms, save for any condition therein requiring the Promoters Agreement to become unconditional. This condition precedent is for the benefit of the parties to the Promoters Agreement, who will be entitled to waive fulfilment thereof, in whole or in part, by written agreement prior to the above date.

10.5 Duration of Promoters Agreement

The Promoters Agreement will endure until the expiry of a period of seven years commencing on the date on which the condition precedent in paragraph 10.4 above is fulfilled or such longer or shorter period as may be agreed in writing.

10.6 Delta’s right of first refusal

10.6.1 Subject only to any pre-emptive or similar rights that are in existence prior to the signature date of the Promoters Agreement and which have been disclosed to the other parties in writing prior to such signature date, if any Promoter (the “Offering Party”) or any member of the Promoter’s group is offered, finds, solicits, invents or otherwise comes across any other Opportunity (unilaterally or in conjunction with any other party), Delta must first be offered that Opportunity, in terms of a written offer (an “Offer”) that is valid and binding on the Offering Party; that contains all the information required for Delta to assess the Offer; that includes all feasibilities, leasing details and other assessments undertaken by any Promoter or any member of the Promoter’s group in respect of the development, investment and/or property relating to the Opportunity concerned to the extent available; that complies (to the extent applicable) with any relevant law; that includes the approved plans if available and a list of warranties granted by the counterparty to the Opportunity and that remains open for acceptance in writing by:

10.6.1.1 the deal forum of Delta (“Deal Forum”) within a period of 14 days from the date of receipt thereof by Delta;

10.6.1.2 the investment committee of Delta (“Investment Committee”) within a period of 30 days after approval by the Deal Forum in terms of paragraph 10.6.1.1; and

10.6.1.3 the Board within a period of seven days after approval by the Investment Committee in terms of paragraph 10.6.1.2 or at the next scheduled meeting of the Board actually held after the date of such approval by the Investment Committee whichever is the later,

or such longer period as may be agreed in writing between Delta and the Offering Party, provided that:

10.6.1.4 the Offer may be accepted or declined in the sole and absolute discretion of the Deal Forum, Investment Committee or the Board, as the case may be; and

10.6.1.5 without limiting the generality of paragraph 10.6.1.4, the Deal Forum, the Investment Committee and/or the Board shall be entitled to decline to accept any Offer which is made subject to Delta being required to agree to equity participation by the Promoters or to the funding of facilitated equity participation as contemplated in paragraph 10.7.2.

10.6.2 On acceptance of an Offer by Delta (“Approved Opportunity”), the Parties undertake to do all things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to expediting any regulatory approval process.

10.6.3 If Delta has accepted the Offer the Promoters and their groups shall not thereafter directly or indirectly pursue the Approved Opportunity other than in conjunction with Delta and through the mechanism contemplated in paragraph 10.7.2 if applicable, or as may be otherwise agreed in writing between the parties to the Promoters Agreement.

10.6.4 If Delta does not accept an Offer within the time period set out in paragraph 10.6.1, the Offering Party shall be entitled to conclude agreements to pursue the relevant Opportunity with a bona fide third party or parties on substantially the terms and conditions stipulated in the Offer.

10.6.5 Any decision by Delta to accept an Offer and pursue an Opportunity will not (unless the Offer by the Offering Party is a binding offer to sell an asset to Delta) be deemed to constitute a binding undertaking of any nature by Delta in relation to any aspect of such Opportunity and shall not give any person any right against Delta in terms thereof, except as may be expressly agreed in writing.

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10.7 Incentive and participation arrangements

10.7.1 Placement Fees

10.7.1.1 The Promoters will be entitled to a placement fee in respect of each Approved Opportunity (“Placement Fee”).

10.7.1.2 The Placement Fee will be an amount calculated on the basis as agreed between the parties to the Promoters Agreement prior to the acceptance by Delta of the Offer depending on the nature of the Opportunity, and which shall:

10.7.1.2.1 where the property or other assets or rights which are the subject of the relevant Approved Opportunity (“Portfolio Asset”) comprise a completed development, be an amount based on a market-related brokerage fee based on the cost to Delta of the relevant Portfolio Asset, and ignoring the value of any uncompleted phases thereof, as agreed between the parties; and

10.7.1.2.2 where the Portfolio Asset involves a development or redevelopment, be an amount equal to 3% of Delta’s attributable proportion of the total value of the Portfolio Asset concerned, and such value shall be calculated by reference to the market value of the Portfolio Asset at practical completion and shall be agreed between the parties and, failing agreement within a period of 10 days after any Party has requested such agreement, shall be determined on the basis set out above by an independent valuer acting as an expert and not as an arbitrator.

10.7.1.3 By way of example, if the total gross value of a specific new development project is USD100 000 000 and Delta has an effective 50% equity participation in the project, then, irrespective of the cost to Delta of its equity investment in the project and the level of debt in the project, the Placement Fee will be calculated as 3% x 50% x USD100 000 000.

10.7.1.4 The Placement Fee shall become due and payable (following approval of the Approved Opportunity by the Board) at the following times:

10.7.1.4.1 in the case of a Placement Fee contemplated in paragraph 10.7.1.2.1, it shall become due and payable once all material agreements relevant to the Approved Opportunity have been entered into and those agreements have become unconditional and Delta has legally acquired the relevant property or other assets or rights to which the relevant Approved Opportunity relates; and

10.7.1.4.2 in the case of a Placement Fee contemplated in paragraph 10.7.1.2.2, it shall become due and payable once all material agreements relevant to the Portfolio Asset have been entered into, those agreements have become unconditional, and the development or redevelopment has reached practical completion (and where the development or redevelopment consists of multiple phases, the Placement Fee shall be apportioned to the phases and each portion shall become due and payable as and when the relevant phase reaches practical completion) and shall be agreed between the parties and, failing agreement within a period of 10 days after any party has requested such agreement, shall be determined by the architect (or similar professional) appointed in respect of that development acting as an expert and not as an arbitrator.

10.7.1.5 The Promoters will not be required to contribute any equity in the form of cash or otherwise in order to be entitled to the Placement Fee.

10.7.1.6 The Placement Fee will be exclusive of any value added tax or any similar tax that may be applicable.

10.7.1.7 The portion of the Placement Fee payable to each Promoter will be settled by the allotment and issue to that Promoter of such number of Delta Shares (“Placement Consideration Shares”) which, calculated at the Applicable Price, have an aggregate value equal to the amount payable to that Promoter (with any fraction of a share being rounded up or down, as the case may be, to the nearest whole number). Unless otherwise agreed between the Parties, no Placement Fee or any portion thereof will be payable in cash or in any way other than by the allotment and issue of Delta Shares as contemplated herein. The aforementioned “Applicable Price” will mean an amount equal to the most recently published net asset value per Delta Share (in US Dollars) (with “published” referring to any annual, interim or quarterly financial report published by Delta) immediately preceding the date upon which the Promoters became entitled to the relevant amount.

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10.7.1.8 Should any Placement Fee in future become due under the Promoters’ Agreement, Delta will seek Shareholder approval to issue the above Placement Consideration Shares to the Promoters, to the extent that such approval may be required.

10.7.1.9 As at the Last Practicable Date, none of the Promoters are Shareholders of Delta.

10.7.2 Equity participation

10.7.2.1 Facilitated equity participation

10.7.2.1.1 Delta may, in its sole and absolute discretion, facilitate the equity participation by the Promoters in Portfolio Assets on the basis provided for in this paragraph 10.7.2.1.

10.7.2.1.2 It is envisaged in the Promoters Agreement that, depending on the specifics and economic viability of the relevant Approved Opportunity and Portfolio Asset, Delta may, in its sole and absolute discretion, agree that the Promoters will have a level of facilitated equity participation in the relevant Portfolio Asset. Such equity participation, if agreed, will be by way of direct participation in the relevant project or development company itself or other vehicle through which Delta holds (or proposes to hold) its investment in the relevant Portfolio Asset. The Promoters can hold their shares in the relevant Portfolio Asset vehicle in Mauritius that has been created for the relevant Portfolio Asset, which share can be sold at value to Delta. In the event that any of the Promoters wish to sell their shareholding in any Portfolio Asset vehicle, they will be entitled to do so at any time, and at a price that will be calculated on the net asset value of the relevant Portfolio Asset vehicle calculated on the basis of the latest valuation at which the relevant Portfolio Asset is carried on the balance sheet of Delta. The proceeds of the sale will first be used to repay any equity loan (including capitalised interest) relating to that Portfolio Asset before any funds are remitted to the relevant Promoter.

10.7.2.1.3 If facilitated equity participation in a specific Portfolio Asset is approved by the Board, it is envisaged that the Promoters will have a right to a facilitated equity participation on such percentage agreed by Delta and the Promoters of the total equity participation that is available to Delta in each Portfolio Asset, provided the return to Delta (after the costs of such participation) meets the minimum return criteria of Delta. By way of example, where a 50% equity participation is available to Delta in respect of a particular Portfolio Asset and it is agreed that the Promoters would have facilitated equity participation equal to 7% of the total equity participation that is available to Delta in that Portfolio Asset, the Promoters would take up 7% x 50%, i.e. 3.5%.

10.7.2.1.4 To the extent that Delta has agreed that the Promoters shall participate in the equity of a Portfolio Asset, Delta may, in its sole and absolute discretion, lend and advance to the Promoters the funds to acquire such equity participation (“Equity Loans”).

10.7.2.1.5 If granted, the Equity Loans will be advanced to the Promoters in Mauritius, and will be used by the Promoters for the sole purpose of acquiring their equity participation in the relevant Portfolio Asset, and for no other purpose.

10.7.2.1.6 The Delta board will, in its sole and absolute discretion, determine the legal nature and mechanics of the relevant equity participation and of the Equity Loan by the Promoters, provided that same shall be on reasonably commercial terms. This may include that the relevant funds may be paid or advanced directly to the relevant vendor or the legal entity which is the vehicle through which the relevant Approved Opportunity is pursued. In addition, Delta may with the written agreement of the Promoters (such agreement not to be unreasonably withheld or delayed) decide to implement alternative arrangements provided that such arrangements will have substantially the same economic effect for the Promoters as the Equity Loans.

10.7.2.1.7 The Equity Loans will be subject to any required regulatory approvals, including exchange control approvals, and any other approvals and conditions which may be legally required.

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10.7.2.1.8 Each Equity Loan will:

10.7.2.1.8.1 be denominated in such currency as may be determined by the Board;

10.7.2.1.8.2 the debt funding percentage of each Equity Loan (calculated with reference to the loan to value ratio in respect of the relevant Portfolio Asset) will bear interest at a rate equivalent to the prevailing all-in senior debt rate applicable to the relevant Portfolio Asset, plus 150 basis points, and the balance of the Equity Loan will bear interest of 8% and any such interest will be capitalised to the outstanding balance of the Equity Loan until such time as the Equity Loan becomes repayable in terms of paragraph 10.7.2.1.8.3 and/or 10.7.2.1.8.4;

10.7.2.1.8.3 be serviced and repaid out of the cash-flows derived from the relevant equity investment;

10.7.2.1.8.4 become immediately due and payable on the earlier of:

– a decision of the Promoter to dispose of all or part of its investment in the relevant Portfolio Asset;

– the sale by Delta of its investment in the relevant Portfolio Asset; or

– the expiry of a period of seven years from the date of initial acquisition by Delta of its interest in the relevant Portfolio Asset; and

10.7.2.1.8.5 be secured by a charge, security cession or similar security interest granted by each Promoter over its equity interest in the relevant Portfolio Asset.

10.7.2.2 Own-funded further equity participation

10.7.2.2.1 It is envisaged that, depending on the specifics and economic viability of an Approved Opportunity, Delta, in its sole and absolute discretion, may agree that the Promoters will be entitled to participate in equity of the relevant Portfolio Asset to an extent greater than that contemplated in paragraph 10.7.2.1.

10.7.2.2.2 Delta shall provide no financial facilitation in connection with such additional participation.

10.7.3 General principles

10.7.3.1 For clarity, save as provided in paragraph 10.7.2.2, no Promoter will be required to contribute any of its own funds relating to the acquisition and/or development of a Portfolio Asset.

10.7.3.2 It is envisaged that the Promoters, Delta and other third party investors will enter shareholders or similar agreements in relation to each Approved Opportunity and Portfolio Asset in which the Promoters acquire an equity interest. The Parties shall act reasonably and in good faith in relation the negotiation of such agreements, provided that Delta shall use its reasonable endeavours to ensure that the Promoters enjoy “tag along” and “drag along” rights that are substantially similar to those enjoyed by Delta in terms of such agreements.

10.7.3.3 If Delta has granted equity participation to the Promoters in a Portfolio Asset and the Promoters enjoy voting rights or other rights or protections in respect of their resulting equity in the relevant Portfolio Asset, the Promoters shall exercise such rights and protections in the same manner in which Delta exercises its rights and protections. In addition, Delta shall have a prior-ranking pre-emptive right in respect of any disposals by the Promoters of any of their interests in the relevant Portfolio Asset.

10.7.3.4 Paragraph 10.7.3.3 shall apply, mutatis mutandis, to the 4.5% shareholding in BM Naivasha held by one or more of the Promoters or their groups as at the commencement date of the Promoters Agreement, and, accordingly, for as long as the relevant Promoters or their groups hold such shares, they shall exercise their voting rights or other rights or protections in respect of their shareholding in BM Naivasha in the same manner in which Delta exercises its rights and protections as shareholder of BM Naivasha. In addition, Delta shall have a prior-ranking pre-emptive right in respect of any disposals by the Promoters or their Group of any of their interests in BM Naivasha.

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10.7.3.5 The Promoters will, irrespective of which of them may have introduced the relevant Approved Opportunity, participate in the arrangements contemplated in this paragraph 10.7 in equal proportions, or in such other proportions as may be agreed by the parties to the Promoters Agreement in writing in relation to any particular Approved Opportunity.

10.7.3.6 To avoid any potential conflict (or any perception of conflict), and unless otherwise agreed to in writing by the parties to the Promoters Agreement, the Promoters shall not have any economic participation in any Approved Opportunity or Portfolio Asset, other than through the arrangements contemplated in this paragraph 10.7.

11. OTHER MATERIAL TERMS OF THE FRAMEWORK AGREEMENT

11.1 In terms of the Framework Agreement:

11.1.1 Delta has agreed that it will not, between the signature date of the Framework Agreement and the Naivasha Closing Date, agree to dispose of, acquire or develop any property or to acquire or dispose of any shares in any property-owning company (other than the Approved Acquisitions on the indicative terms contemplated in Annexure 8, to which Pivotal specifically consents) without the consent of Pivotal, which consent will not be unreasonably withheld or delayed;

11.1.2 Pivotal has undertaken to (i) vote all Delta Shares held by it, (ii) to procure that all members of its group (being Pivotal and its affiliates) shall vote all the Delta Shares held by them, and (iii) to procure, to the extent that it is legally permissible to do so, that its nominees on the Board of Directors of Delta shall exercise their votes as directors, for the purpose of Delta effecting the Approved Acquisitions. Pivotal shall not and shall procure that no member of its group shall pursue, engage or be interested in any of the Approved Acquisitions, save in Pivotal’s capacity as a shareholder of Delta.

11.2 The Framework Agreement contains the following provisions relating to Delta’s loan to value ratio:

11.2.1 Delta undertakes that it shall endeavour, after the Naivasha Closing Date, to maintain a loan to value ratio of between 45% and 60%;

11.2.2 for the purposes of this paragraph 11.2, loan to value is measured as interest bearing borrowings (excluding inter-company borrowings and less freely available cash balances) expressed as a percentage of gross assets;

11.2.3 Pivotal shall exercise all its voting rights as a Shareholder of Delta in support of the maintenance of such loan to value ratio.

12. PROSPECTS

12.1 Pursuant to the Pivotal Transaction, Delta will refocus as an internally managed total return African real estate company with a good income producing portfolio valued at approximately USD431.8 million post the Pivotal Transaction and the implementation of other potential pipeline transactions, alongside a solid development component. The objective is to leverage the experience and knowledge of the current executive management team and complement these skills by introducing further depth and competencies to the Board. New appointments to the Board will include Ashish Thakker, founder and chief executive officer of the Mara Group, Dave Savage, managing director of the Abcon Group of companies, which includes Abland, and Jackie van Niekerk, chief executive officer of Pivotal. The experienced management team and a strong Board, together with credible in-country partners will support the growth of a solid portfolio in a diverse and dynamic operating environment.

12.2 The Pivotal Transaction allows Delta the unique opportunity to expand and diversify its geographical footprint on the African continent with a portfolio that is complimentary with Delta’s current portfolio on a yield enhancing basis.

12.3 The Pivotal Transaction will strengthen the asset base of Delta through the addition of prime office and retail property portfolio, with further development opportunities namely through the phase II development of Naivasha Mall in Kenya and a base to further transact in Nigeria, Africa’s largest economy.

12.4 The addition of Pivotal as a strategic shareholder, along with the Promotors Agreement will further bolster the opportunities to acquire existing income producing assets as well as the significant pipeline of development assets, currently in excess of USD500 million.

12.5 The knowledge base provided by the integration of Pivotal staff and their working knowledge of the Kenyan and Nigerian markets will allow for addition of additional acquisitions in these regions. This combined with access to Pivotal’s in country partners and Abland Africa’s in-country infrastructure will allow Delta to take advantage of opportunities as they present themselves in these new geographical locations.

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12.6 In future, Delta will provide its Shareholders with investment growth based on sound investment principles and a diversified investment strategy.

13. FINANCIAL INFORMATION

13.1 Forecast financial information

13.1.1 The forecast statement of comprehensive income in respect of the Acquisition Portfolio is presented in Annexure 3 to this Circular, while the Independent Reporting Accountants’ report thereon is included at Annexure 4 to this Circular.

13.1.2 The forecast financial information is the responsibility of the Directors.

13.2 Pro forma financial effects on Delta

The consolidated pro forma financial effects of the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement, the Termination Issue and the Cat 2 Acquisitions, as set out below, are the responsibility of the Directors. The consolidated pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information has been prepared and in terms of the Company’s accounting policies. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of the Company’s financial position and results of operations post the adjustments set out in Annexure 1.

The consolidated pro forma financial effects are summarised below and should be read in conjunction with the consolidated pro forma statement of financial position and consolidated pro forma statement of comprehensive income, as set out in Annexure 1, together with the assumptions upon which the financial effects are based, as indicated in the notes thereto in Annexure 1. The Independent Reporting Accountants’ report on the consolidated pro forma financial information appears at Annexure 2 to this Circular. The Independent Reporting Accountants’ report on the value and existence of the assets and liabilities acquired, is set out in Annexure 5.

The table below summarises:

– the consolidated pro forma financial effects of the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement, the Termination Issue and the Cat 2 Acquisitions on the statement of financial position of the Company; and

– the consolidated pro forma financial effects of the Termination Issue on the statement of comprehensive income of the Company,

based on the unaudited financial statements of Delta for the six-month period ended 31 December 2015.

For purposes of calculating:

– the NAV per Share and TNAV per Share, it is assumed that the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement, the Termination Issue and the Cat 2 Acquisitions were effected on 31 December 2015; and

– the earnings per Share and headline earnings per Share, it is assumed that the Termination Issue was effected on 1 July 2015.

Before thePivotal

Transaction and the Cat 2 Acquisitions

After the Pivotal

Transaction and the Cat 2Acquisitions

Change%

NAV per share (excluding deferred tax) (USD cents) 161.78 161.87 0.06%TNAV per share (excluding deferred tax) (USD cents) 159.47 160.64 0.73%

Before Termination

Issue

After Termination

IssueChange

%

Earnings per share (USD cents) 16.48 16.18 (1.82%)Headline earnings per share (USD cents) (18.71) (19.00) (1.55%)

The pro forma financial information in Annexure 1, as summarised above, is provided to Shareholders in accordance with the JSE Listings Requirements. The Company has, in accordance with the requirements of the SEM Rules, also included, at Annexure LP1 of the Listing Particulars, the pro forma financial information of Delta, based on the audited annual financial statements of the Company for the financial year ended 30 June 2015.

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14. GENERAL MEETING

The General Meeting of Delta Shareholders will be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebéne, Mauritius at 10:00 (Mauritian time) (08:00 South African time) on Friday, 6 May 2016, at which General Meeting Delta Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to this Circular.

15. DIRECTORS

15.1 Details regarding the current Directors and New Directors of Delta, as well as the directors of its major subsidiaries are set out in paragraph 5 of the Listing Particulars.

15.2 Save to the extent that he/she may be a Delta Shareholder, no Director (including any person who may have resigned as a Director within the last 18 months) has any material beneficial interest, directly or indirectly in any transactions that were (i) effected by the Company during the current or immediately preceding financial year, or (ii) during an earlier financial year and remain in any respect outstanding or unperformed.

15.3 Save for being a Shareholder of Delta or Freedom, no Director has had any material beneficial interest, either direct or indirect, in the Acquisition or in any property acquired in terms of the Acquisition and no promoter or Director of Delta is or was a member of a partnership, syndicate or other association of persons that has or had such an interest. As far as Delta is aware, there is no relationship between any promoter, Freedom, Delta Directors or any Delta subsidiaries and another person, where a duty in relation to that other person conflicts or may conflict with a duty to Delta.

15.4 Save for being a Shareholder of Delta, no Director has had any material beneficial interest, either direct or indirect, in the promotion of the Company.

15.5 No cash or securities have been paid and no benefit has been given to any promoter within the last three years.

15.6 A breakdown of the remuneration paid or accrued as payable to Directors during the last financial year ended 30 June 2015 appears in paragraph 5.6 of the Listing Particulars.

15.7 The remuneration receivable by the Directors will not be varied as a consequence of the implementation of the Pivotal Transaction.

15.8 The direct and indirect interests of the Directors and their associates (including a director who has resigned during the last 18 months) in the Share capital of the Company as at the Last Practicable Date, are set out below:

Director

Directnumber of

Shares held

Direct % ofShares in

issue held

Indirectnumber of

Shares held

Indirect % ofShares in

issue held

Total numberof Shares

held

Total % ofShares in

issue held

SH Nomvete – – 3 702 044 4.53% 3 702 044 4.53%BA Corbett – – 3 155 827 3.86% 3 155 827 3.86%LP van de Moortele – – 2 313 0.00% 2 313 0.00%ID Macleod – – – – – –P Todd – – – – – –M Doorgakant – – – – – –CK Gujadhur – – – – – –GL Schnetler (1) – – – – – –GS Booyens (2) – – 1 691 0.00% 1 691 0.00%PD Simpson (3) – – 4 566 0.01% 4 566 0.01%G Pearson (4) – – 109 0.00% 109 0.00%

Total – – 6 866 511 8.40% 6 866 551 8.40%

Notes:

(1) Mr GL Schnetler resigned as a Director and chief executive officer of the Company with effect from 7 July 2015.

(2) Mr GS Booyens withdrew his availability to be re-elected as a Director at the Company’s most recent annual General Meeting on 12 November 2015 and ceased to be a Director of the Company on that date.

(3) Mr PD Simpson resigned from the Board on 14 August 2014, but remains a director of a Major Subsidiary, Freedom Property Fund SARL.

(4) Mr G Pearson, who is currently a Director of the Company, has given notice of his resignation from the Board, such resignation to take effect on the Naivasha Closing Date. As indicated in paragraph 5 of the Listing Particulars, Mr Pearson will remain a director of various Major Subsidiaries of Delta.

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15.9 The direct and indirect interests of the New Directors and their associates in the share capital of the Company as at the Last Practicable Date, are set out below:

Director

Directnumber of

Shares held

Direct % ofShares in

issue held

Indirectnumber of

Shares held

Indirect % ofShares in

issue held

Total number of Shares

held

Total % of Shares inissue held

A Thakkar – – – – – –JR van Niekerk – – 2.211 0% 2.211 0%DS Savage – – – – – –I Chambers – – – – – –

Total – – 2.211 0% 2.211 0%

15.10 There has been no change in the Shareholding of the Directors or the New Directors between the end of the financial year ended 30 June 2015 and the Last Practicable Date.

16. SHARE CAPITAL

16.1 The authorised and issued share capital of the Company, as at the date of the Circular, prior to the Acquisition Issue, Pivotal Subscription and Termination Issue, was as set out below:

Number ofShares USD m

Authorised share capitalOrdinary Shares of no par value 7 500 000 000 –Issued share capitalStated capital – ordinary Shares of no par value 95 346 757 160.4Treasury Shares – –

16.2 Following the implementation of the Acquisition Issue, Pivotal Subscription and Termination Issue, the authorised and issued share capital of the Company are expected to be as follows:

Number ofShares USD m

Authorised share capitalOrdinary Shares of no par value 7 500 000 000 –Issued share capitalStated capital – ordinary Shares of no par value (1) (2) (3) (4) 149 169 633 252.6Treasury Shares – –

Notes:

(1) Assuming that 1 602 353 Naivasha Consideration Shares are issued in terms of the Acquisition Issue and that 32 451 806 Pivotal Subscription Shares are issued in terms of the Pivotal Subscription.

(2) 3 000 000 Termination Consideration Shares are to be issued in terms of the Termination Issue.

(3) Assuming that 19 768 717 Shares are issued by the Company, after the date of this Circular, by way of vendor consideration placements, for purposes of the Approved Acquisitions and the Cat 2 Acquisitions.

(4) The above table excludes any Shares that may be issued in respect of Future Acquisitions.

16.3 The share capital of the Company has undergone the following alterations in the three years prior to the date of this Circular:

16.3.1 The previous ownership structure of Osiris Properties International Limited listed its structure on the Bermudan Stock Exchange on 19 July 2012 as well as the Alternative Exchange of the JSE on 20 August 2012 with 664 180 shares and authorised share capital of 7 500 000 000 ordinary shares of USD0.0001659 each.

16.3.2 Upon the migration to the Company to Mauritius, the Company was continued with authorised share capital of 7 500 000 000 of no par value shares and stated capital of 44 656 446 no par value shares.

16.3.3 On 1 April 2015, the Company issued a Supplement to Listing Particulars relating to the admission of an additional 29 000 000 Delta Shares on the Official Market of the SEM. Out of the 29 000 000 Delta Shares, 26 354 444 Delta Shares were listed on 22 April 2015 and 2 645 556 were subsequently listed on 30 June 2015.

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16.3.4 On 10 December 2015, the Company issued a Supplement to Listing Particulars relating to the admission of an additional 45 094 803 Delta Shares on the Official Market of the SEM. Out of the 45 094 803 Delta Shares, 6 124 370 Delta Shares were listed on 24 December 2015 and 2 004 192 shares were listed on 16 February 2016.

16.3.5 On 8 March 2016, the Company issued a Supplement to Listing Particulars confirming that the remaining unutilised capacity of 36 966 241 Delta Shares approved on 10 December 2015, may be issued on the Official Market of the SEM on or before 12 April 2016. Out of the 36 966 241 Delta Shares, 8 823 529 new Shares were listed on 18 March 2016 and 4 738 220 new Shares were listed on 22 March 2016.

16.4 No consolidation or subdivision of Shares has occurred, and no share repurchases have been undertaken, since incorporation of the Company.

16.5 Following the implementation of the Acquisition Issue, Pivotal Subscription and Termination Issue, more than 20% of the Delta Shares in issue will continue to be held by public shareholders (as defined in the JSE Listings Requirements).

17. MAJOR SHAREHOLDERS

17.1 The table below lists those persons, other than Directors, who are, as far as the Company is aware, beneficially interested, as at the date of the Circular, directly or indirectly, in 5% or more of the Shares in issue, and indicates the extent to which such interests will be diluted, should the Acquisition Issue, Pivotal Subscription and Termination Issue be implemented.

Name of Shareholder

Number of Shares held (prior to

Acquisition Issue, Pivotal

Subscription, Termination Issue)

% of Shares inissue (prior to

Acquisition Issue, Pivotal

Subscription,Termination Issue)

Number of Sharesheld (post

Acquisition Issue,Pivotal

Subscription,Termination

Issue) (1) (2) (3)

% of Shares inissue (post

Acquisition Issue,Pivotal

Subscription,Termination Issue)

Public Investment Corporation 28 447 874 29.84% 38 291 845 25.67%Bowwood and Main No 117 (Pty) Ltd 5 746 061 6.03% 8 746 061 5.86%Stanlib Asset Management 6 639 793 6.96% 6 639 793 4.45%Delta Property Fund Limited 23 867 313 25.03% 23 867 313 16.00%Anchor Capital 6 103 447 6.40% 6 103 447 4.09%Pivotal 10 827 721 11.36% 42 877 688 28.74%

81 632 209 11.36% 126 526 147 84.81%

Notes:



(3) Assuming that 19 768 717 Shares are issued by the Company, after the date of this Circular, by way of vendor consideration placements, for purposes of the Approved Acquisitions and the Cat 2 Acquisitions and that the PIC takes up a portion of the shares to maintain their desired 25.67% shareholding.

(4) The above table excludes any Shares that may be issued in respect of the Future Acquisitions.

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18. SUPPORT

As at the Last Practicable Date, the following Shareholders have provided irrevocable undertakings or letters of support to vote in favour of all Delta shareholder resolutions necessary to approve and implement the Pivotal Transaction:

ShareholderNumber of

Delta Shares (1)

Delta Shares as % of Delta’s issued Share

capital (2) Nature of commitment

Public Investment Corporation 23 709 654 28.99 Letter of supportDelta Property Fund 23 405 584 28.62 Irrevocable undertakingStanlib 2 793 725 3.42 Irrevocable undertakingAnchor 6 565 176 8.03 Irrevocable undertakingBowwood and Main No 117 (Pty) Ltd(3) 5 746 061 7.03 Irrevocable undertakingEskom Pension Fund(4) 1 253 090 1.53 Irrevocable undertaking

Total 81 785 008 77.61

Notes:

(1) Save in the case of Stanlib, the above letters of support/irrevocable undertakings have been given in respect of the Shares indicated in the relevant letter, as well as all Shares subsequently acquired by such Shareholder. Other than in the case of Stanlib (where this column reflects the number of Delta Shares indicated in Stanlib’s irrevocable undertaking), this column reflects all Delta Shares held by the relevant Shareholder on the Last Practicable Date.

(2) Calculated as a percentage of Delta’s entire issued share capital on the date of this Circular (95 346 757 Shares).

(3) Bowwood and Main No 117 (Pty) Ltd has as its shareholders, Boyzana Trust 50% (shareholder) and Corbett Family Trust (50%)

(4) The irrevocable undertaking provided by Eskom Pension Fund expires on 31 March 2016.

19. WORKING CAPITAL STATEMENT

The Directors are of the opinion that the working capital available to the Delta Group is sufficient for the Delta Group’s present working capital requirements and will, post-implementation of the Acquisition, be adequate for at least 12 months from the date of issue of this Circular.

20. LITIGATION STATEMENT

There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which the Company is aware, which may have or have over the previous 12 months had a material effect on the financial position of the Delta Group, SB Wings, Oando Wings, ADH or BM Naivasha.

40

21. EXPENSES

The estimated costs of preparing and distributing this Circular, including the Listing Particulars and all other annexures, holding the General Meeting and implementing the Pivotal Transaction and the Cat 2 Acquisitions, including the fees payable to professional advisors, are approximately USD4 086 849, excluding Value Added Tax, and include the following:

Expenses USD

Sponsor and corporate advisor – PSG Capital 178 571Corporate advisor – PSG Capital 71 429Independent Reporting Accountants – BDO 39 176SEM authorised representative – Intercontinental Fund Services Limited 10 000Share issue expenses – PSG Capital(1) 1 329 302Debt restructuring fees – RMB/SBSA 857 641Attorneys – Cliffe Dekker Hofmeyr 4 100Independent Property Valuer – JLL 62 000Independent Property Valuer – Quadrant 10 000Legal agreements & advisory – Cliffe Dekker Hofmeyr 50 000Legal opinions – C&A Law 20 000Legal fees on loan documents – BG 55 000SEM fees and JSE fees 74 000Legal/Tax DD in Nigeria – PWC 40 000Legal/Tax DD in Kenya – PWC 25 000New bond registration fees 571 671Notary fee – Nigeria 275 840Printing, publications and announcements 20 000Roadshow, investor meetings and inaugural board meeting 102 000Competition commission 10 000Contingency 285 129

Estimated total 4 086 849

Note:

(1) PSG Capital’s estimated fee relates to the capital raised (and to be raised) by Delta in order to pursue the Cat 2 Acquisitions and is not in respect

of the Acquisition.

22. DIRECTORS’ RECOMMENDATION

22.1 The Directors have considered the terms and conditions of the Acquisition and are of the opinion that they are in the interests of Delta Shareholders.

22.2 The Directors recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting, as detailed in the Notice of General Meeting.

22.3 The Directors, in their personal capacities, intend to vote the Shares held by them in favour of the resolutions to be proposed at the General Meeting.

23. ADVISORS’ CONSENTS

The parties referred to in the Corporate Information section of this Circular have consented in writing to act in the capacities stated and to their names being stated in the Circular and, in the case of the Independent Reporting Accountants and the Independent Property Valuers, have consented to the inclusion of their reports, and to the references to their reports, in the form and context in which they appear, and have not withdrawn their consents prior to the publication of the Circular.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors, whose names are given in the Corporate Information section of this Circular, collectively and individually accept full responsibility for the accuracy of the information furnished relating to the Delta Group 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 this Circular contains all information required by law and the JSE Listings Requirements.

41

25. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection by Shareholders during normal business hours at the Company’s registered office, the office of Delta’s SEM sponsor, Capital Markets Brokers, and the offices of Delta’s JSE sponsor, PSG Capital, the details of which are provided in the Corporate Information section of this Circular, from 4 April 2016 until 6 May 2016 (both days inclusive):

25.1 the constitution of the Company and the corresponding statutory documents of its major subsidiaries and of SB Wings, Oando Wings, ADH and BM Naivasha;

25.2 the Framework Agreement;

25.3 the Acquisition Agreements;

25.4 the Asset Management Agreement;

25.5 the Freedom Termination Agreement;

25.6 the Promoters Agreement;

25.7 the following reports by the Independent Reporting Accountants:

25.7.1 Independent Reporting Accountants’ report on the pro forma financial information of Delta, prepared in accordance with the JSE Listings Requirements, as reproduced at Annexure 2 of this Circular;

25.7.2 Independent Reporting Accountants’ report on the forecast financial information in respect of the Acquisition Portfolio, as reproduced at Annexure 4 of this Circular;

25.7.3 Independent Reporting Accountants’ report on the value and existence of the assets and liabilities acquired, as reproduced at Annexure 5 of this Circular; and

25.7.4 Independent Reporting Accountants’ report on the forecast financial information in respect of the Property Portfolio, as reproduced at Annexure LP3 to the Listing Particulars.

25.8 accountants’ report, prepared in accordance with the SEM Rules, as reproduced at Annexure LP16 to the Listing Particulars;

25.9 the detailed property valuation report by JLL in respect of the Acquisition Portfolio, as well as the abridged report as reproduced at Annexure 6 of this Circular;

25.10 the detailed property valuation reports by the Valuers in respect of the Property Portfolio, as well as the abridged reports as reproduced at Annexure LP4 to the Listing Particulars;

25.11 the audited annual financial statements of Delta for the last three financial years, being the financial year ended 31 August 2013, the 10 months ended 30 June 2014 and the financial year ended 30 June 2015;

25.12 the employment agreements of:

25.12.1 BA Corbett; and

25.12.2 LP van de Moortele;

25.13 the property management agreements referred to in paragraph 2.5 of the Listing Particulars; and

25.14 a copy of this Circular, including the Listing Particulars and all other annexures hereto.

SIGNED AT EBÈNE ON 1 APRIL 2016 ON BEHALF OF ALL THE DIRECTORS OF DELTA AFRICA PROPERTY HOLDINGS LIMITED, AS LISTED BELOW, IN TERMS OF POWERS OF ATTORNEY SIGNED BY SUCH DIRECTORS

SH NomveteChairman

SH Nomvete ID Macleod

BA Corbett CK Gujadhur

LP van de Moortele G Pearson

P Todd M Doorgakant

42

ANNEXURE 1

CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF DELTA (PRESENTED IN ACCORDANCE WITH THE JSE LISTINGS REQUIREMENTS)

The pro forma financial effects of Delta are the responsibility of the Directors of Delta. The pro forma financial effects have been prepared for illustrative purposes only to illustrate the effects of the Acquisition and Acquisition Issue, the Pivotal Subscription, the Cat 2 Acquisitions and Termination Issue on Delta’s financial position, and due to its nature, may not fairly present Delta’s financial position, changes in equity, results of operations or cash flows, after implementation. The Independent Reporting Accountants’ report on the pro forma financial effects is set out in Annexure 2.

Pro forma statement of financial position of Delta

The pro forma statement of financial position set out below has been prepared in accordance with the format and accounting policies adopted by Delta in presenting its unaudited financial statements for the six-month period ended 31 December 2015.

43

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45

Notes and assumptions:

1. The figures set out “before the Pivotal Transaction and Cat 2 Acquisitions” have been extracted directly, without adjustment from the published unaudited Group Financial Statements of Delta Africa Property Holdings Limited for the six-month period ended 31 December 2015.

2. Pro forma adjustments made on Cat 2 Acquisitions:

2(a) The acquisition of Barclays House was treated as an asset acquisition for a total purchase consideration of MUR470 000 000, approximately USD13.5 million which will be funded through the issue of new equity shares of approximately 5 128 513 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD6 million.

2(b) The acquisition of the property known as VDE TETE will be acquired for a total purchase consideration of USD33 085 000, which will be funded through the issue of new equity shares of approximately 10 931 221 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD16 million.

2(c) The acquisition of the Bollore asset in Mozambique will be acquired for a total purchase consideration of USD8 859 948 (including estimated capital costs) which will be funded through the issue of new equity shares of approximately 2 858 793 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD4 million.

3. Pro forma adjustments on Pivotal Subscription:

The Pivotal Subscription will result in the issue of approximately 32 451 806 Delta ordinary Shares to Pivotal Global at an issue price equal to the agreed Delta NAVPS of USD1.70 per Share, in the manner as set out in paragraph 5.2 of the Circular. The funds will be utilised to acquire the shares in SB Wings (see note 4(b) below).

4. Pro forma adjustments on Acquisition Issue:

4(a) The acquisition by Delta Africa of a Pivotal’s entire 100% shareholding in ADH, having as its sole asset a 45.5% shareholding in BM Naivasha which is undertaking a retail, commercial and entertainment centre development in Naivasha, Kenya, as well as all amounts owing by ADH to Pivotal, for the consideration of USD4 089 000, which is to be settled through the issue of approximately 1 602 353 new Delta ordinary Shares to Pivotal in the manner set out in paragraph 4.2.4 in the Circular. The investment in ADH will be financed through the issue of new equity shares amounting to USD2 724 000 at USD1.70 per share and debt financing of USD1 365 000 and USD2 008 000. The pro-forma consolidated position takes into account that the investment in subsidiary (ADH) is eliminated and the investment in associate (BM Naivasha) is equity accounted for in terms of IAS 28 as ADH owns 45.5% the issued share capital of BM Naivasha.

4(b) The acquisition by Delta Africa of a 100% shareholding in SB Wings, having as its sole asset a 37.1% shareholding in Oando Wings which is undertaking a large office development in Lagos, Nigeria, as well as all amounts owing by SB Wings to Pivotal, for the purchase consideration of approximately USD73 236 000. The consideration is to be settled in cash of approximately USD55 168 071 raised via the Pivotal Subscription (see note 3 above) and debt financing of USD18 068 071. The pro forma consolidated position takes into account that the investment in subsidiary (SB Wings) is eliminated and the investment in associate (BM Naivasha) is equity accounted for in terms of IAS 28 as SB Wings owns 37.1% the issued share capital of Oando Wings.

ADH and SB Wings, both wholly owned subsidiaries, are newly incorporated entities with a 31 December 2015 financial year, which have been audited by BDO Mauritius. The investment in associate represents fair value of the underling property of BM Naivasha and SB Wings respectively for the 45.5% and 37.1% ownership stake as per the signed purchase and sale agreements.

5. The costs of the internalisation of the Manco amounted to USD5 100 000, which was treated as an intangible asset due to the fact future economic benefits to be derived from the asset management fees charged to the property holding companies within the Group in terms of IFRS Accounting Standards, IAS 38. The cost of the Termination Issue will be funded through the issue of 3 000 000 new Delta Africa shares at USD1.70 per share.

6. The net asset value per share and the net tangible asset value per share are calculated based on the actual number of shares in issue on 31 December 2015 and adjusted for the number of shares to be issued in terms of the Pivotal Transaction and the Cat 2 Acquisitions.

46

PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Before the Termination Issue(1)

Termination Issue(2)

After the Termination Issue

USD USD USD

Gross rental income 10 389 958 – 10 389 958Straight-line rental income accrual 1 652 597 – 1 652 597

Revenue 12 042 555 – 12 042 555Investment income – – –Share of profit of associates 279 115 279 115Advisory and management fees – 2 828 683 2 828 683Property operating expenses (1 774 809) – (1 774 809)

Net property income 10 546 861 2 828 683 13 375 544 Other income 600 005 – 600 005 Administrative expenses (1 825 914) (2 933 967) (4 759 881)

Profit/(loss) from operations 9 320 952 (105 284) 9 215 668 Acquisition fees (758 413) – (758 413)

Acquisition fees – Asset management fees (318 073) – (318 073) Acquisition fees – Other (440 340) – (440 340)

Set-up costs – – –Fair value adjustment on investment property 16 573 662 – 16 573 662 Fair value adjustment on financial instruments (193 869) – (193 869)Disposal in investment in subsidiaries – – –Gain from bargain purchase – – –Unrealised foreign currency loss (14 516 303) (34 341) (14 550 644) Realised foreign currency gain 2 849 750 – 2 849 750

Profit/(loss) before interest and taxation 13 275 779 (139 624) 13 136 155Interest income (34 446) – (34 446) Finance costs (5 291 586) – (5 291 586)

Profit/(loss) for the period before tax 7 949 747 (139 624) 7 810 123 Current tax expense (267 947) – (267 947) Deferred tax expense 79 533 – 79 533 Profit/(loss) for the period after tax 7 761 333 (139 624) 7 621 709

Other comprehensive income(Loss)/profit on translation of functional currency (10 045 316) – (10 045 316)

Total comprehensive (loss)/income (2 283 983) (139 624) (2 423 607)

Headline earnings reconciliationBasic earnings 7 761 333 (139 624) 7 621 709 Less: Fair value adjustments on investment property (net of deferred taxation) (16 573 662) – (16 573 662) Change in fair value of investment property (16 573 662) – (16 573 662) Deferred taxation on investment property revaluation – – –

Gain from bargain purchase – – –Disposal of subsidiary – – –

Headline earnings/(loss) attributable to shareholders (8 812 329) (139 624) (8 951 953)

47

Before the Termination Issue(1)

Termination Issue(2)

After the Termination Issue

USD USD USD

Basic earnings per share (cents) 16.48 16.18 Headline earnings/(loss) per share (cents) (18.71) (19.00) Weighted average number of shares in issue 47 104 830 47 104 830


1. The figures set out “before the Termination Issue” have been extracted directly, without adjustment from the published unaudited Group Financial Statements of Delta Africa Property Holdings Limited for the six-month period ended 31 December 2015.

2. The impact of the Termination Issue is taken from the reviewed Annual Financial Statements of the Asset Manager as at 30 June 2015. The Asset Manager will charge the Delta Africa group advisory and asset management fees on a monthly basis and if internalised, the associated operating and consulting fees of USD2 933 967 have been adjusted for in the pro forma Statement of Comprehensive Income. The asset management fees accounted for above consist of 1% acquisition fees for new assets acquired amounting to USD2 098 562.50 and an annual 0.5% asset management fee of USD730 120.50.

3. All adjustments are expected to have a continuing effect.

4. No impact on the pro forma Statement of Comprehensive Income is disclosed for the Acquisition, Acquisition Issue and the Cat 2 Acquisitions as they solely relate to the acquisition of properties for which forecast financial information is provided in the Circular. Accordingly, no disclosure of the impact on the Statement of Comprehensive Income is required in terms of section 13 of the JSE Listings Requirements.

48

ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF DELTA

The Directors

Delta Africa Property Holdings LimitedLevel 5 Alexander House35 CybercityEbène72201Mauritius

24 March 2016

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANT’S LIMITED ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME OF DELTA AFRICA PROPERTY HOLDINGS LIMITED

To the Directors of Delta Africa Property Holdings Limited

We have completed our limited assurance engagement to report on the compilation of the pro forma financial information of Delta Africa Property Holdings Limited (“Delta” or the “Company”) by the directors of Delta (the “Directors”). The pro forma financial information, as set out in the Circular, consists of the pro forma statement of financial position, pro forma statement of comprehensive income and related notes (collectively “Pro forma Financial Information”).

The Pro forma Financial Information has been compiled by the Directors to illustrate the impact of the Pivotal Acquisition, described in the Circular, on the Company’s financial position as at 31 December 2015, as if the Pivotal Acquisition had taken place as at 31 December 2015. As part of this process, information on the Company’s financial position has been extracted by the Directors from the Company’s unaudited financial statements for the six-month period ended 31 December 2015.

Directors’ responsibility for the Pro forma Financial Information

The Directors are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the Circular in Annexure 1.

Reporting accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the Directors on the basis specified in the Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3240, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Circular, which is applicable to an engagement of this nature. This standard requires us to comply with ethical requirements and to plan and perform the assurance engagement to obtain reasonable assurance about whether the Pro forma Financial Information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any report or opinions on any historical financial information used in compiling the Pro forma Financial Information.

As the purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event of transaction at the Last Practicable Date 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 in the compilation of the Pro forma Financial Information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, 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.

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Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the Pro forma Financial Information has been compiled, and other relevant engagement circumstances.

Our 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.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 1.

Yours faithfully

BDO South Africa IncorporatedChartered Accountants (SA)Registered Auditors

Per Nick LazanakisChartered Accountant (SA)Registered Auditor and Reporting Accountant Specialist22 Wellington RoadParktown, 2193

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ANNEXURE 3

FORECAST FINANCIAL INFORMATION FOR THE ACQUISITION PORTFOLIO

Delta’s profit forecasts have been prepared for the 4 month period ending 30 June 2016 and the 12 month period ending 30 June 2017 (collectively, “Delta forecast periods”). The forecasts have been prepared on the assumption that the effective date of transactions was 1 March 2016 in respect of the Naivasha Acquisition and 1 September 2016 in respect of the Wings Acquisition.

The profit forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the Directors, provided that, in this regard, Delta and the Independent Reporting Accountants have reviewed the reasonableness of representations and information received from Delta. The forecasts must be read in conjunction with the Independent Reporting Accountants’ report thereon, which is attached as Annexure 4 hereto.

The profit forecasts have been:

• prepared in accordance with Delta’s accounting policies and in compliance with IFRS;• a limited review was conducted by the Independent Reporting Accountants whose report is contained in Annexure 4;

and• have been prepared on the assets of Delta, which post-implementation of the transactions will be transferred to Delta.

Period ending 30 June 2016 Period ending 30 June 2017

USD USD

Gross rental income – –Straight-line rental income accrual – –

Revenue – –Property operating expenses – –Income from associates 70 285 4 835 912

Net property income 70 285 4 835 912Other income – –Administrative expenses (13 525) (1 133 401)

Operating profit 56 760 3 702 511Acquisition fees – other (167 500) –Manco Acquisition – –Set-up costs – –Fair value adjustment on investment property – –Realised foreign currency gain – –Unrealised foreign currency loss – –

(Loss)/Profit before interest and taxation (110 740) 3 702 511Interest income – –Interest expense – –Interest intercompany – –

(Loss)/Profit for the period before tax (110 740) 3 702 511Current tax expense – –Deferred tax expense – –

(Loss)/Profit for the period after tax (110 740) 3 702 511

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Period ending 30 June 2016 Period ending 30 June 2017

USD USD

Reconciliation of basic earnings, headline earnings and distributable earningsBasic earnings (110 740) 3 702 511Less: Fair value adjustments on investment property

(Net of deferred tax) – –– Fair value adjustment on investment property – –– Deferred taxation on investment property

revaluation – –Gain from bargain purchase – –Disposal of subsidiary – –

Headline earnings attributable to shareholders (110 740) 3 702 511

Number of shares in issue at year-end 1 602 941 35 257 877Weighted average number of shares* 404 029 29 541 148

Earnings per shareBasic and diluted (loss)/profit per share (cents) (27.41) 12.53Headline earnings per share (cents) (27.41) 12.53

Distribution

Total distribution to shareholders 50 672 3 238 326

Distribution per share (cents) 3.16 9.51

Main assumptions and comments on the forecast financial information

Assumptions considered to be significant are disclosed below, however, the assumptions disclosed are not intended to be an exhaustive list.

Assumptions that are under the control of the Directors

• The forecast information is based on information derived from the vendors, the independent valuer, the historical financial information and the Directors’ knowledge of and experience in the property industry.

• Contracted revenue, which comprises rental income and expense recoveries from existing tenants, is based on existing lease agreements for the duration of such agreements and revenue guaranteed by vendors by way of vacancy guaranties where applicable.

• Rental income in respect of current vacant space, reported under forecast gross rental income, has been excluded from the forecast information except where a vacancy guarantee has been provided by the vendor.

• Leases expiring during the respective forecast periods have been forecast on a lease-by-lease basis. In circumstances where the tenants occupy the premises on a month-to-month basis, it has been assumed that where such tenants have indicated that they are satisfied with the premises, they will continue to occupy the premises at the same rates and escalations. In circumstances where the existing lease agreements will expire during the periods under review and the current tenants have indicated that they are satisfied with the premises, it has been assumed that such tenants will continue to occupy the premises at the same rates and escalations as per the existing lease agreement, unless they have specifically indicated otherwise.

Forecast uncontracted rental income included in the forecast information amounts to 0.3% for the year ending 30 June 2016 and 2.0% for the year ending 30 June 2017 of the total forecast rental income for the respective forecast periods.

Total operating expenditure has been forecast on a line-by-line basis for each property based on management’s review of the historical financial information, discussion with the property manager and the Directors’ knowledge of and experience in the property industry.

Straight-line rental adjustments are performed on an individual lease basis, are based on current lease agreements and exclude any assumptions of renewals or new leases during the respective forecast periods.

The properties underlying the forecast comprise:

(a) Buffalo Mall, Naivasha, Kenya; and

(b) Oando Wings, Lagos, Nigeria.

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The acquisitions of the Oando Wings and Buffalo Mall SPV’s are accounted for as investments in associates and are equity accounted in terms of IFRS by the Mauritian holding companies, namely ADH and SB Wings. On initial recognition and consolidation of these subsidiaries underlying investment property is restated to the value attributed by the independent valuer. The purchase price in respect of ADH and SB Wings respectively is assumed to equate to the value attributed by the independent valuer and no goodwill is recorded.

Fair value adjustments to investment properties, calculated as the difference between the valuations provided by the independent valuers and the aggregate purchase consideration including capitalised acquisition costs, have been provided for in respect of the year ending 30 June 2016. The company has adopted the fair value model to account for investment properties and after initial recognition, a gain or loss arising from a change in fair value is recognised in profit or loss for the period in which it arises. The fair value adjustments are assumed to be made in the period in which the acquisition becomes effective.

The aggregate purchase consideration for the Acquisition issue of USD116.4 million is settled as follows:

• USD57.9 million of the aggregate purchase consideration will be settled through the issue of shares to the vendors of the Buffalo Mall Naivasha and the Oando Wings Complex;

• USD57.2 million is settled in cash, funded by a combination of interest-bearing borrowings; and• USD1.3 million of the aggregate purchase consideration, remains as a Vendor Loan.

Material items of expenditure include electricity, water, cleaning, security, marketing, insurance and staff costs for the years ending 30 June 2016 and 30 June 2017.

Forecast overhead expenses and property management fees are not comparable with historic expenditure due to the change in the asset and property management. Other material expenditure items are not expected to change by more than 15% between historical and forecast expenditure.

These forecast statements of comprehensive income have been compiled utilising the accounting policies of Delta.

Assumptions that are NOT under the control of the Directors

No unforeseen market and economic factors that will affect the tenant’s ability to meet their commitments in terms of existing lease agreements have been included.

The properties comprising the property portfolio are transferred on or before 1 March 2015 and 1 September 2016 for Buffalo Mall and the Oando Wings Complex respectively.

Interest payable on the debt funding will be at an average rate of 6.00% for BM Naivasha and 7% for Oando Wings and Oando Wings is re-geared to a 50% LTV.

The forecast statements of comprehensive income have been prepared using the accounting policies of Delta.

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ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE FORECAST FINANCIAL INFORMATION IN RESPECT OF THE ACQUISITION PORTFOLIO

The Directors


24 March 2016

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF DELTA AFRICA PROPERTY HOLDINGS LIMITED

1. INTRODUCTION

On or around 17 November 2015, Delta Africa Property Holdings Limited (“Delta” or the “Company”) has concluded an acquisition agreement with the Pivotal Fund Limited (“Pivotal”) to acquire additional assets (the “Acquisition Assets”) (the “Acquisition”).

We have examined the forecast statements of 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”) for the four months ending 30 June 2016 and the 12 months ending 30 June 2017, as set out in Annexure 3 to the circular to be dated on or about 30 March 2016 (the “Circular”).

2. DIRECTORS’ RESPONSIBILITY

The Directors 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 JSE Listings Requirements, includes:

• determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the Forecast Information;

• whether the Forecast Information have been properly compiled on the basis stated; and• whether the Forecast Information is presented on a basis consistent with the accounting policies of Delta.

3. 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 Delta shareholders. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information, ISAE 3400 and the SAICA Circular entitled the Reporting Accountants’ Responsibilities in terms of section 13 of the Listings Requirements of the JSE. 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;• 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 Delta

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.

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4. INFORMATION AND SOURCES OF INFORMATION

In arriving at our conclusion, we have relied upon forecast financial information prepared by the management of Delta and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:

• the historical financial information in respect of the properties;• management prepared forecasts for the four months ending 30 June 2016 and the year ending 30 June 2017;• lease agreements for a sample of the leases for the properties as set out below;• the acquisition agreements;• indicative funding terms with the providers of the senior debt as represented by management;• discussions with the Directors regarding the Forecast Information;• discussions with Directors regarding the prevailing market and economic conditions;• discussions with the Directors regarding reasonableness of the forecast renewals of expiring leases; and• valuation reports in respect of the properties, prepared by Jones Lang LaSalle Proprietary Limited (the “External

Property Valuers”).

5. PROCEDURES

In arriving at our conclusion we performed the following procedures in terms of section 13 of the JSE Listings Requirements:

Rental income

• Selections were made from the forecast contracted rental income streams per the profit forecast for the properties and agreed to the underlying lease agreements. The total coverage obtained was as follows: – 74% and 73% of the forecast contracted rental income for the four months ending 30 June 2016 and the year

ending 30 June 2017 respectively.• Analytical procedures were performed to assess the reasonableness of management’s assumptions over both

the period of vacancy between tenants and the escalation rate applied in terms of sections 13.14(d) and (e) of the JSE Listings Requirements.

• The straight-lining adjustment required by IFRS, of rental income generated by operating leases, was recalculated and agreed to the forecast model on a sample basis.

• Turnover rentals were discussed with the property managers and analytical procedures were performed to assess the reasonableness thereof.

• Existing lease agreements that will expire during the period under review were discussed individually with the property managers. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that the existing tenant will renew the lease agreement and the resultant uncontracted rental income has been included in the forecast.

Property expenses

For a sample of properties forecast expenses were compared to the historical expenses and budgeted expenses (vendor budgets). Explanations were obtained for any significant differences.

Forecast recoveries as contained in the profit forecast model were selected for the property portfolio, agreed to the underlying lease agreements where applicable and discussed with the property managers. Recoveries were compared against the correlating expense forecast and explanations were obtained for any significant variances in the correlation compared to prior period audited figures and market available data.

Portfolio expenses

The forecast interest receivable, head office costs, property management fees and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated. Certain expenses were also compared to industry benchmarks in order to assess their reasonableness.

Material expenses were compared to supporting documentation in the form of quotations and management and third party prepared calculations.

Material expenditure items

The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by paragraph 13.14(g) of the Listings Requirements, were disclosed.

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Application of accounting policies

We ascertained that the accounting policies were applied consistently in the preparation of the Forecast Information.

Model review

In order to ensure that the forecast model for the property income and expenses was mathematically accurate we performed a high level review to determine the consistency and mathematical accuracy of the model.

Vacancy profile and lease expiry profiles

The forecast vacancy profile and the lease expiry profile included in the Circular was recalculated to ensure the accuracy of the information presented in terms of sections 13.18(d) and (e) of the JSE Listings Requirements.

For a sample of the individual leases for each of the properties, we agreed the dates of expiry of such leases as reflected in the individual properties worksheets to the signed lease agreements and found them to be in agreement.

We compared the forecast vacancy profile included in paragraph 6.4 of the Circular to the forecast vacancy profile per our calculations and found them to be in agreement.

We compared the forecast lease expiry profile included in paragraph 6.5 of the Circular to the forecast lease expiry profile per our calculations and found them to be in agreement.

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 with the Directors. While our work has involved an analysis of the historical financial information, budgeted financial information and other information provided to us, our engagement does not constitute, nor does it include, 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 with respect to the accuracy or completeness of any information provided to us, in respect of the Forecast Information included in the Circular.

Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that:

• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the Forecast Information;

• the Forecast Information has not been properly compiled on the basis stated;• the Forecast Information has not been properly presented and all material assumptions are not adequately

disclosed; and• the Forecast Information is not presented on a basis consistent with the accounting policies of Delta.

Actual results are likely to be different from the Forecast Information 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 Directors and existing shareholders of Delta for the purpose of their consideration of the Acquisition Properties. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Yours faithfully



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ANNEXURE 5

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED

The Directors


24 March 2016

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES TO BE ACQUIRED BY DELTA AFRICA PROPERTY HOLDINGS LIMITED

Introduction

We have reviewed the assets and liabilities to be acquired by Delta Africa Property Holdings Limited (“Delta” or the “Company”) (the “Acquisition Properties”) reflected in the following adjustment columns:

• Buffalo Mall, Naivasha, Kenya• Oando Wings Complex, Lagos, Nigeria

(“the Adjustment Column”) of the pro forma statement of financial position included in Annexure 1 to the circular.

The report and the conclusion contained herewith is provided solely for the benefit of the board of directors for the purposes of their consideration of the Acquisition.

Directors’ responsibilities

The directors are responsible for the compilation, contents and preparation of the Adjustment Column of the pro forma statement of financial position. Our responsibility is to express a review conclusion on the value and existence of Acquisition Properties reflected in the Adjustment Column in accordance with the accounting policies adopted by the issuer and the recognition and measurement criteria of IFRS.

Reporting accountants’ responsibility

Our responsibility is to express our limited assurance conclusion regarding the value and existence of the Acquisition Properties at a value determined in accordance with the Company’s accounting policies and the recognition and measurement criteria of IFRS, as reflected in the Adjustment Column of the pro forma statement of financial position.

We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements other than Audit or Reviews of Historical Information – ISAE 3000 and paragraph 13.16(e) of the JSE Listings Requirements. This standard requires us to comply with ethical requirements and to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma statement of financial position beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Scope of review

We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements other than Audit or Reviews of Historical Information – ISAE 3000. This standard requires that we plan and perform the review to obtain moderate assurance on the valuation and existence of the properties acquired by the Company reflected in the Adjustment Column of the pro forma statement of financial position. Our review conclusion is included in this circular in accordance with paragraph 13.16(e) of the JSE Listings Requirements.

A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Conclusion

Based on our examination of the evidence obtained and pursuant to section 13.16(e) of the JSE Listings Requirements, nothing has come to our attention that causes us to believe that:

• the Acquisition Properties acquired by the Company and debt to be raised, as reflected in the Adjustment Column of the pro forma statement of financial position included in Annexure 1 to the circular do not exist; and

• the value at which the Acquisition Properties to be acquired by the Company and debt to be raised, as reflected in the Adjustment Column of the pro forma statement of financial position of the Company as set out in Annexure 1 of the Circular, are not in all material respects, in accordance with the accounting policies of the Company and the recognition and measurement criteria of IFRS.

The valuation of the property assets does not necessarily reflect the actual value the assets would achieve in a future transaction or the actual cash flows that will arise in future. The actual cash flows that will arise in future may differ from the anticipated cash flows used for valuation purposes since anticipated events may not occur as expected and the variation may be material. Accordingly, no assurance is expressed regarding the achievability of the fair value in a future transaction.

Yours faithfully



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ANNEXURE 6

ABRIDGED VALUATION REPORT ON THE ACQUISITION PORTFOLIO


24 March 2016 [13.23 (c)]

Dear Sirs,

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORTS ON BUFFALO MALL, NAIVASHA, KENYA AND WINGS OFFICE DEVELOPMENT, LAGOS, NIGERIA [13.20 (c)] [13.22]

1. INTRODUCTION

This summary valuation report has been prepared in accordance with Section 13.22 for inclusion in the shareholders circular of Delta Africa Property Holdings Limited (“Delta Africa”), as required in terms of the general provisions of Section 13: Property Companies of the Listing Requirements of the JSE Limited (“Section 13”).

Formal written Valuation Reports have been compiled for each property and these reports have been issued to the nominated representatives of Delta Africa and are available for inspection at the registered office of Delta Africa. [13.30]

In accordance with your instruction dated 15 May 2015, we confirm that we have visited and inspected the properties listed in the attached schedule (“the properties”) during June 2015 (section 13.23(a)(iii)) and have received all necessary details required to perform an independent valuation in order to provide you with our opinion of the Market Values of each of the properties as at 31 August 2015 (13.23 (c)).

The valuation of each property has been carried out by the nominated property valuer, Jones Lang LaSalle (“JLL”), and the valuation process has been overseen by Roger Long, Registered Professional Valuer (No. 2649).

Employees of the property valuer having relevant valuation qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements of section 13 for the purposes of these valuations.

The formal Valuation Report for Buffalo Mall submitted includes commentary on the nature of the property, locality, tenancy, risk profile, forward rent projections, earning capability and exposure to future expenses and property risk. The Wings building is in the course of development and we have therefore not gone into the same amount of detail.

The formal Reports have further addressed the estimated income capability and expenditure for each property taking into account contractual income at the date of valuation, annual escalations in contractual income and also expenditure estimates based on current recorded information and considered projections as to future increases in running and operating costs.

The values thus determined for each of the properties indicates our opinion of the Market Value thereof at the date of valuation.

2. BASIS OF VALUATION

The basis of valuation for the properties is Market Value.

Market value (13.23(d) is defined by the Royal Institution of Chartered Surveyors, The South African Institute of Valuers and the International Valuations Standards Committee as:

“The estimated amount for which a property should exchange on the date of Valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing, wherein the parties had acted knowledgeably, prudently and without compulsion.”

3. VALUATION METHODOLOGY [13.23(d)]

We have used the traditional and internationally recognised Discounted Cash Flow method of valuation to reach our opinion of value as outlined in this report.

This approach is generally considered the most applicable valuation technique for income-producing properties, where sufficient market data exists to supply the necessary inputs and parameters for this approach.

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The DCF valuation method takes into account the time value of money between the valuation date and the date when the income stream theoretically reverts to market levels and is described as follows:

The property is valued by discounting the expected future net income for a specific period at an appropriate discount rate (or total rate of return) to give the present value (PV) of the expected net income cash flow. To this figure an applicable final discounted residual or reversionary value is added.

The reversionary value is calculated by the following method:

The net market-related income prevailing at the end of the cash flow projection period is capitalised at the appropriate rate and discounted to the present value by the discount rate.

With regard to the Wings property, we have added the amount spent to valuation date by the developer, including construction cost, professional fees etc, to our opinion of market value of the land.

4. VALUATION ASSUMPTIONS [13.23(f)]

Generally, we are of the opinion that contractual rentals passing are market related for Buffalo Mall. Please refer to our detailed report, Appendix – Tenancy Schedules for a breakdown of our estimate of market rentals per unit. [13.23 (f)(i)(iii)]. We have also provided for a structural vacancy of 1.00%. This vacancy factor is a provision against possible tenant failure, sourcing of new tenants and or tenant relocations during the term of the cashflow. Provision has been made for the letting up of space presently vacant within a sensible and reasonable time frame at an appropriate market rental.

Our estimates of current market rentals are based on our research of the latest available market letting transactions in the areas where the properties are situated. Where such information is either unavailable or limited, we have relied on our knowledge of the market and have also, where appropriate, had regard to rental statistics published by recognized organizations.

The assumptions regarding vacancy allowances and void periods for income lost due to the letting or re-letting of space for a particular node or centre have been made with reference to vacancy statistics published by recognized organizations as well as discussions with property managers and any negotiations that are currently underway with prospective tenants. [13.23 (f)(i)(ii)].

5. INSPECTIONS, AREAS AND DIMENSIONS

Buffalo Mall was inspected during the month of June 2015. The Wings development is under construction. A site inspection was carried out by the valuer during December 2015. No measured surveys have been carried out by us and we have relied on the floor and/or lettable areas provided to us by the nominated representatives of Delta Africa. We have assumed that these areas are correct unless otherwise stated in the valuation report for a specific property.

6. SOURCES OF INFORMATION [13.23(a)(xiii)]

(a) Source of information and verification

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to us by the current owners and their managing agents. Each valuation is based on the information which has been supplied to us or which we have obtained in response to our enquiries. We have relied on this information provided as being correct and complete and there being no undisclosed matters which would affect each valuation.

We have further compared certain expenditures given to us to market norms of similar properties and the historic expenditure levels of the properties themselves. Historical contractual expenditures and municipal services are compared to the past performance of the properties in order to assess potential expenditure going forward.

(b) Full disclosure

These valuations have been prepared on the basis that full disclosures of all information and factors that may affect the valuations have been made to us. Furthermore, we have to the best of our ability researched the market for comparable rental information.

(c) Leases

With regard to Buffalo Mall, we have had sight of a standard lease. In preparing our cash flow we have had regard to the tenancy schedule provided and also to our assessment of current market rentals and escalation rates for the various elements of accommodation.

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A high level summary of the Buffalo Mall standard lease is as follows:

Landlord Buffalo Mall Naivasha Limited

Maintenance of Leased Premises By the tenant

Maintenance of Common AreasBy the Landlord with monies recoverable pro rata from tenants by way of a service charge

Utility Costs incl electricity, water, gas To be settled directly by tenants

With regard to Wings we have not seen a standard lease. For the purpose of the valuation we have assumed that a lease rental plus a service charge is payable by each tenant, with the landlord responsible for structural repairs.

(d) Expenses

In estimating the applicable property expenses we have relied on the budgets which have been provided to us by Delta Africa for the forward 12 months commencing 1 March 2015. Thereafter we have assumed an expense growth rate of 3.0% per annum from 1 April 2016.

(e) Lessee’s credibility

In arriving at our valuations, cognizance has been taken of the lessee’s security and rating. In some cases this has influenced the capitalisation rate by way of a risk consideration.

(f) Mortgage bonds, loans, etc.

The properties have 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 properties have been valued 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 properties.

(g) Calculation of areas

All areas quoted within the detailed valuation reports are 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.

(h) Title Deeds

Copies of the Title Deeds of the properties have been provided to us and we have taken account of the conditions contained therein in the preparation of our valuations.

The valuation of the properties has further been based on information obtained from the local authorities, from a physical inspection as well as detailed research on property sales and lettings within the areas in which the properties are situated.

Where appropriate, we have satisfied ourselves that the information on which we have based our valuations is accurate.

7. MATERIAL CONTRAVENTION OF STATUTORY REQUIREMENTS [13.23(vii)]

We are not aware of any material contravention of any statutory requirement relating to the properties.

8. PROPERTIES HELD FOR DEVELOPMENT [13.26]

Phase 2 Buffalo Mall

(a) We understand that the developers have already obtained planning permission for the extension to Buffalo mall. This extension is known as Phase 2 Buffalo Mall.

(b) It is envisaged by the developers that Buffalo Mall will be extended by up to 14 000 m² of gross lettable area. The ultimate size shall be determined by a combination of the results of the feasibility studies undertaken by the Developer as well as the pre-commitments obtained from tenants. The Developer shall target 65% pre-let of the additional GLA prior to commencement of construction. Based on the success of the above pre-lets, the extension could be phased.

(c) It is anticipated that construction of phase 2 Buffalo Mall will commence in the 2nd quarter of 2016.

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(d) The duration of development will depend on the ultimate size of the extension but expected development time will be between 12 – 24 months.

(e) Estimated development costs will be determined once the ultimate scheme size and design has been determined and agreed by the Developer.

9. BRIEF DESCRIPTION

From visual inspection only, the improvements appear to be well built from quality robust traditional construction materials and finishes and are more fully described in the written Valuation Reports referred to before.

10. UNLET SPACE

Assumptions have been made in our valuation of Buffalo Mall as to the likely letting up tempo of vacant accommodation generally and the estimated loss of income during the letting up periods of the affected properties is reflected in the Discounted Cash Flow Methodology adopted for the properties.

11. VALUATION QUALIFICATIONS [13.23(e)]

We have qualified our valuations as follows:

• We have attempted to analyse and interpret the market by talking to local property practitioners. However neither Kenya nor Lagos have any form of publicly available information with regard to property sales. In the absence of any sort of transparency or freely available information in this market, we have relied on word of mouth, newspaper and internet articles etc.

With regard to Buffalo Mall:

• Ground Lease Peppercorn Rental

We have not taken into account outgoings in the form of rental for the land, although we understand that this could be increased every 10 years. A substantial increase in this rental could have a material effect on our valuation figure.

With regard to Wings which is under construction:

• We have assumed that the building will be completed in accordance with details advised by the client including rentable areas, parking bays, specification etc. Also that all necessary planning consents are in place.

• That development costs as provided to us are correct, including costs of finance.

• That the development lease signed over 50% of the rentable area with proposed tenants Oando PLC will be enacted as planned.

• That the balance of the development will be fully let on completion at today’s market rentals.

• That the development will proceed on time with handover of the completed building for occupation during June 2016.

12. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS [13.23(g)]

To our knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report that have a major benefit or are detrimental to the fundamental value base of the properties. [13.23(g)]

We reserve the right to amend our valuation should any findings alter or bring the validity of the lease/s into question.

To the best of our knowledge there are no options in favour of any parties for any purchase of the property. [13.23(h)]

13. INTRA-GROUP LEASES [13.23(a)(xi)]

Having inspected all the tenant schedules and leases it is noted that there are no intra-group or related party leases.

14. TREATMENT OF VACANCY AT BUFFALO MALL (13.23 (f)(i)

Buffalo Mall is currently 3.18% vacant by area. For the purpose of the valuation we have assumed that the property will be fully let by September 2015. We have applied a structural 1% vacancy in our valuation.

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15. CURRENT STATE OF DEVELOPMENT [13.24]

The following is relevant with regard to the Wings development in Lagos, Nigeria:

(a) We understand from the owner that full approval has been obtained from the Lagos Municipality to construct the Wings development.

(b) The development is scheduled for completion in May 2016 with handover to tenants for beneficial occupation in June 2016.

(c) The development is currently underway. According to the developers the total development cost before VAT will be $167 068 115.

(d) The market value of the land and building (in its unfinished state) on the valuation date is $108 000 000 (one hundred and eight million United States Dollars).

(e) the estimated values, at current prices and on the basis of current market conditions:

(i) after development has been completed: $294 000 000 (two hundred and ninety four million United States Dollars); and

(ii) after completion and letting of the property: $294 000 000 (two hundred and ninety four million United States Dollars).

Wings is currently being developed. The property occupies a prominent position on Victoria Island in Lagos on the water front and close to commercial developments. Immediate surrounding developments include office and residential apartment buildings. On completion, Wings will comprise two separate office towers. Each tower will have 16 storeys to include two Penthouse floors on the upper levels, 10 floors of offices below, three parking levels, and ground floor retail and foyer. One level of basement parking will be provided. The towers will have rentable areas of 13 748m² and 13 329m² respectively (27 077m² in total). Please refer to the report for commentary and valuation notes.

16. EXTERNAL PROPERTY [13.28]

None of the properties are situated inside the Republic of South Africa.

17. ALTERNATIVE USE FOR A PROPERTY [13.27]

We have valued the properties in accordance with their existing use which represents their market value. Thus alternative use values have not been reported for any of the properties.

18. FUTURE RENTALS [13.29]

Save for considered assumptions being made with regard to vacant space and the renewal of leases, we confirm that the current rental income being achieved in the properties does not materially differ from the estimated future rental income. Rentals used in our Discounted Cash Flow valuations are based on the terms and conditions contracted in the leases. On expiry of each lease, we have assumed that they will revert to market-related rentals. The market-related rentals have been determined by comparing similar buildings in comparable areas to the properties valued. Due consideration was given to the extent of the lettable areas, their location within the buildings, and tenant profile in the determination of the reversionary market rentals. The market rentals have also been compared with rentals listed in various published benchmarking indices. Assumptions regarding the take up of vacant space at the assumed market rental follows a similar methodology as the assumptions made at lease renewal or expiry. These assumptions are detailed in our Valuation Reports and cash flows.

19. OTHER COMMENTS

Our valuations exclude any amounts of Value-Added Tax, transfer duty, or securities transfer duty.

20. GENERAL PRINCIPLES OF VALUATIONS AND REPORTS [13.23(a)(xii)]

We list below the general Caveats and principles upon which valuations and reports undertaken by JLL in sub-Saharan Africa are normally prepared and confirm that such principles shall apply in respect of the properties forming the subject of this valuation exercise, unless specifically mentioned otherwise:

The Valuer

These Valuation Reports have been prepared by the Valuation Division of JLL.

Full Disclosure

This valuation has been prepared on the basis that full disclosure of all information and factors which may affect the valuation have been made to ourselves and we cannot accept any liability or responsibility whatsoever for the valuation, unless such full disclosure has been made.

63

Standards

We confirm our Valuation Report has been completed in accordance with both international and local standards, namely:

• The Royal Institution of Chartered Surveyors, RICS Valuation and Appraisal Standards (the Red Book as amended).

• International Accounting Standards (IAS).• International Valuation Standards Committee (IVSC, White Book).• The rules and guidelines laid down by the South African Council for the Property Valuers Profession in accordance

with the Valuers Act 2000.

Mortgage Bonds, Loans or Other Charges

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 or other charges.

Calculation of Areas

Where areas quoted within the Valuation Report have been provided by yourselves, we have assumed that they have been arrived at using the S.A.P.O.A. standard method of measurement.

Plans

All plans included within the Valuation Report are supplied for the purpose of identification only and are not necessarily to scale.

Marriage Value

We have not reflected in our valuation any element of “marriage value” or “special purchaser value” which could possibly be realised by merger of the freehold and leasehold interests or by sale to an owner or occupier of an adjoining property.

Individual Properties

The values reported are for the individual properties. No allowance is made for any premium which may be applicable for an assembled portfolio of properties, nor is a discount allowed for any flooding of the market which might exist if all or a majority of the properties were offered for sale simultaneously.

Independent Valuers Clause

Neither the Valuer, nor Jones Lang LaSalle, has any present or contemplated interest in this or any other properties or any other interests, which would affect the statements or values contained in this valuation report. The valuation enclosed herewith was therefore undertaken on a completely independent basis.

Non-Publication

Neither the whole nor any part of this valuation, nor any reference thereto may be included in any published document, circular or statement, nor published in any way without our prior written approval as to the form or context in which it may appear. We do however, consent to the inclusion of this summary valuation report, in the form and context in which it appears, in the circular to Delta Africa unitholders, issued on or about 30 March 2016.

Third Party

This Valuation Report is provided for the stated purpose and for the sole use of Delta Africa shareholders. It is confidential to these parties and their professional advisors and consultants, and the Valuers accept no responsibility whatsoever to any other person or third party.

Certificate of Compliance

We have assumed that the seller will, at his own expense, provide an appropriate Certificate of Compliance issued by an accredited person certifying that the electrical installation of the premises is reasonably safe.

Title Deed

Each of the two properties is held leasehold. We have assumed that good title can be shown and that the property is not subject to any unusual or especially onerous restrictions, encumbrances or outgoings.

The property boundaries, as indicated to JLL by the instructing client or his appointed agent, or the boundaries as indicated by plans supplied by the client, are assumed to be the legal extent of the property. Any variation of these boundaries by extension or omission, and the resultant inclusion or omission of any improvements as a result of this or these variations, cannot therefore be regarded as the responsibility of JLL.

Town Planning [13.23(a)(vi)]

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the properties have 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 any of the properties.

64

The valuations have further assumed that the improvements at the properties have been erected in accordance with the relevant Building and Town Planning Regulations.

Sources of Information [13.23 (a) (xiii)]

Unless otherwise stated, we have relied on information provided to us by the Client and their consultants for all the information given concerning details of tenure, tenancies, planning consents, planning proposals, contravention of any statutory requirements, outstanding statutory notices and building and site areas etc.

Unless already available, the Client is recommended to seek confirmation in writing from the appropriate parties concerning information not supplied to us on the above matters.

Improvements

Unless advised to the contrary, we have assumed that all fixed and immovable improvements to the subject property will form part of the interest to be valued.

Plant and Machinery

Our valuation takes account of those items of plant and machinery normally associated with the valuation of land and buildings, such as standard air-conditioning plant, boilers, heating, sprinklers, ventilation systems and the like. Our valuation excludes information technology and process plant, machinery and fixtures and fittings that would normally be taken to be the property of the occupier.

Tax

No allowance is made in our valuation for liability to taxation, which may arise on acquisition or on disposal, whether actual or notional, e.g. VAT and Capital Gains Tax.

All rental and valuation calculations and figures reported are exclusive of VAT.

Transactional Costs

Seller’s and Purchaser’s costs (such as agent’s commission, legal fees, transfer fees etc) will differ from party to party depending on the individual and specific circumstances of the seller or purchaser.

No allowance has therefore been made in our valuation to reflect any seller and purchaser’s costs of sale or realisation of the property asset.

Structural Condition

The property has been valued in its existing state. In the event of its ownership or use changing in such a manner that the local authority will require the upgrading of the premises to comply with fire protection and other regulations, it may be necessary to reduce the valuation by the amount covering the cost of such compliance.

We have not been instructed to carry out a structural survey of the subject property.

For the purpose of this Valuation Report we have not inspected those parts of the property, which are covered, unexposed or inaccessible and such parts have been assumed to be in good repair and condition. We cannot express an opinion about or advise upon the condition of uninspected parts and this report should not be taken as making any implied representation or statement about such parts.

We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material has been used in the construction of the property, or has since been incorporated, and we are therefore unable to report that the property is free from risk in this respect.

For the purpose of this valuation we have assumed that should such investigation disclose the presence of any such material to any significant extent then appropriate removal and remediation will be carried out by the client prior to disposal of the interest.

Contamination [13.23 (a) (xii)]

In the absence of instructions to the contrary we have assumed that no contaminative or potentially contaminative uses have ever been carried out in or on the subject property.

We have not carried out any investigation into past or present uses, either on the property or any immediately neighbouring land, to establish whether there is any contamination or potential for contamination to the subject property from these uses or sites, and have therefore assumed that none exists.

However, should it be established subsequently that contamination exists on the subject property or on the immediately neighbouring land, or that the property has been or is being put to a contaminative use, this might reduce the value now reported.

Soil Condition

We have not carried out any soil or substratum tests on the property and we have assumed that the property is suitable for the purpose for which it would be put without having to provide excessive reinforcement to any structure built thereon.

65

Outgoings

It is assumed, except where otherwise stated, that the property is subject to the normal landlord’s outgoings and that there are no onerous restrictions or unusual covenants of which we have no knowledge. In preparing our valuation we have formed our opinion of outgoings.

Statutory Enquiries

We have assumed for the purpose of this exercise and unless we are specifically advised to the contrary, that the subject property complies with all relevant, applicable and prevailing statute, laws, regulations and bylaws, and that its use is not unlawful.

21. VALUERS FOR THIS VALUATION

The valuation of each of the properties has been carried out by the nominated property valuer, Jones Lang LaSalle (Pty) Ltd. (“JLL”) and the valuation process has been overseen by Roger Long, Registered Professional Valuer No 2649/5.

Employees of the property valuer having relevant qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements for the purposes of the valuations.

22. AGGREGATE MARKET VALUE OF THE SCHEDULED PROPERTIES [13.23(a)(i)] [13.23(a)(xii)] [13.23(c)]

We are of the opinion that the aggregate Market Value of the income producing property and the development under construction, as detailed in Annexure A, as at 31 August 2015 is $121 400 000 (one hundred and twenty one million four hundred thousand United States Dollars), excluding VAT. This amount is made up as follows:

Buffalo Mall Phase 1 Existing Shopping Centre $10 400 000

Buffalo Mall Phase 2 Vacant Development Land $3 000 000

Wings in the course of construction $108 000 000. This value will increase to about $294 000 000 upon completion in September 2016.

We confirm that to the best of our knowledge and belief there have been no material changes between the date of the valuation and the last practicable date in any circumstances relating to the properties, which would affect the valuation thereof. (Section 13.23a(xii))

We confirm that we have no pecuniary or other related interest that would conflict with a proper valuation of the properties contained in the Delta Africa Property Holdings Limited portfolio, other than normal professional fees.

With 30 years’ experience in property valuation, the undersigned is qualified to express a professional and independent opinion on the value of the properties. We have valued the properties with no restrictions.

Yours faithfully

for and on behalf of Jones Lang LaSalle (Pty) Ltd

Roger Long [13.23 (b)]Head of ValuationsChartered Valuation Surveyor (59664)Professional Valuer (2649/5)(Registered without restriction in terms of the Property Valuers Profession Act, No. 47 of 2000)

Office 303, 3rd Floor, The FirsCnr Cradock and Biermann AveRosebank, 2196

66

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68

ANNEXURE 8

APPROVED ACQUISITIONS

As indicated in paragraph 11 of the Circular, in terms of the Framework Agreement, Delta has agreed that it will not, between the signature date of the Framework Agreement and the Naivasha Closing Date, agree to dispose of, acquire or develop any property or to acquire or dispose of any shares in any property-owning company (other than the VDE Tete Acquisition, the Rockcastle Acquisition, the Barclays Acquisition, the Bollore Acquisition and the acquisition on the indicative terms set out in the table below, (collectively, “Approved Acquisition”), to which Pivotal specifically consents) without the consent of Pivotal, which consent will not be unreasonably withheld or delayed.

Location Sector

% owned/

acquired

Full Valuation(USD)

Group Value(USD)

GLA (m2)

Anchor tenant(s)

Anchor lease

expiry/WALE

Average escalation

Forecast NOI

(USD)

Lusaka Mall

Retail 50% 79.7 million 39.9 million 25 876 Shoprite, Game

Dec 2020/5.9 years

USD CPI p.a.

3 million

Note:

1. Values in the above table are subject to change as some of the assets are priced in local currency and then converted into to a US Dollar acquisition price.

69

ANNEXURE 9




ISIN: MU0473N00010(LEC/P/09/2016)

(“Delta” or “the Company”)

LISTING PARTICULARS (TERMED AS REVISED LISTING PARTICULARS UNDER THE JSE LISTINGS REQUIREMENTS)

Relating to:

• the Acquisition by the Company of the Acquisition Assets from Pivotal and Pivotal Global for the Total Consideration, to be funded through the Acquisition Issue and the Pivotal Subscription, constituting a category 1 transaction for the Company in terms of the JSE Listings Requirements. The Acquisition constitutes an undertaking in the ordinary course of business of Delta and therefore does not fall under the scope of Chapter 13 of the SEM Rules;

• the issue of the Termination Consideration Shares by the Company to Freedom, in relation to the termination of the existing Asset Management Agreement;

• the conclusion of the Promoters Agreement between Delta and the Promoters, pursuant to which the Promoters will source investment and development opportunities for Delta;

• restructuring the Board of Delta; and• changing Delta’s name to “Mara Delta Property Holdings Limited”.

These Listing Particulars have been prepared on the assumption that the resolutions proposed in the Notice of General Meeting, forming part of the Circular, to which these Listing Particulars are attached, will be passed at the General Meeting of Shareholders to be held on 6 May 2016, and that the Pivotal Transaction will be implemented.

These Listing Particulars should be read together with the Circular.

These Listing Particulars are not an invitation to the public to subscribe for securities, but are issued in compliance with the SEM Rules and the JSE Listings Requirements, for the purpose of providing information to the public and Shareholders regarding the Company.

These Listing Particulars include particulars given in compliance with the SEM Rules governing the Official Market for the purpose of applying for an issue of additional 165 831 354 Shares by way of consideration issue and placing at an issue price to which shall not be less than the net asset value per Share and for giving information with regard to the Company.

Subject to the Mauritian Companies Act, the Mauritian Securities Act 2005, the SEM Rules and the JSE Listings Requirements and subject, to the extent applicable, to the requisite Shareholder approval being obtained at the General Meeting and the Pivotal Transaction becoming unconditional, the Company intends issuing up to a maximum total of 165 831 354 additional Shares, as follows:

(i) up to 29 600 596 Shares by way of a placing for Approved Acquisitions and Cat 2 Acquisitions, at a price not less than the net asset value per Share of Delta (vendor consideration placements);

(ii) up to 729 870 Shares by way of issue for cash, at a price not less than the net asset value per Share of Delta;

(iii) a maximum of up to 1 762 584 Naivasha Consideration Shares, at a price of USD1.70 per Share, to Pivotal Global in terms of the Acquisition Issue on the Naivasha Closing Date, which is anticipated to occur during May 2016 by way of consideration issue (it being anticipated that 1 602 353 Naivasha Consideration Shares are to be issued in this regard);

(iv) a maximum of up to 35 696 987 Pivotal Subscription Shares, at a price of USD1.70 per Share, to Pivotal Global in terms of the Pivotal Subscription on the Pivotal Subscription Date (it being anticipated that 32 451 806 Pivotal Subscription Shares are to be issued in this regard), such issue to constitute a consideration issue in terms of the SEM Rules and a specific issue of shares for cash in terms of the JSE Listings Requirements;

(v) 3 000 000 Termination Consideration Shares, at a price of USD1.70 per Share, to Freedom on the Naivasha Closing Date by way of placing, in terms of the Termination Issue, subject to paragraph 7 of the Circular, and

70

(vi) up to 95 041 317 Shares, at a target price not less than the net asset value per Share of Delta, in order to execute on the Future Acquisitions in the next 12 months by way of various placements to invited investors or issues to vendors,

(it being anticipated that a total of 162 425 942 additional Shares will be issued), whereupon the Company will have a maximum total of up to 261 178 111 Shares in issue and a maximum stated capital of USD426 389 103. Should the anticipated number of 162 425 942 additional Shares be issued, the Company will have an anticipated total of 257 772 699 Shares in issue and an anticipated stated capital of USD420 927 503.55.

Further information on the exact dates of issue and listing of Shares will be communicated in due course.

Each of the experts whose names appear in the “Corporate Information” section, have given and have not, prior to formal approval of these Listing Particulars by the JSE, withdrawn their written consents to the inclusion of their names, and acting in the capacities stated and, where applicable, to their reports being included in these Listing Particulars.

The distribution of these Listing Particulars and the offer, placing, sale or delivery of the Delta shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of these Listing Particulars are advised to consult their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. These Listing Particulars may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised.

The contents of these Listing Particulars should not be treated as advice relating to legal, taxation, investment or any other matters. Any persons who may come into possession of these Listing Particulars should inform themselves as to (i) the legal requirements within their own respective country for the purchase, holding, transfer or other disposal of shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of shares which they may encounter; (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of shares. Prospective investors must rely on their own representatives, including their own legal advisors and accountants, as to legal, tax, investment or any other related matters concerning the company and an investment therein. These Listing Particulars should be read in their entirety.

These Listing Particulars have been vetted by the Listing Executive Committee of the SEM (“LEC”), in conformity with the Listing Rules on 4 April 2016. Neither the LEC, nor the SEM, nor the Financial Services Commission (“FSC”) assumes any responsibility for the contents of these Listing Particulars. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in these Listing Particulars and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

Permission has been granted by the LEC on 4 April 2016 for the listing of up to to a maximum of 165 831 354 additional shares of Delta on the Official Market of the SEM.

A copy of these Listing Particulars has been filed with the FSC. A full version of these Listing Particulars will be published on the SEM website. An abridged version of these Listing Particulars will be published on the SEM website and on SENS on 4 April 2016 and in the press on 5 April 2016.

The authorised Share capital of the Company consists of 7 500 000 000 no par value ordinary Shares. As at the date of these Listing Particulars, the issued Share capital of the Company consists of 95 346 757 no par value ordinary Shares. All Shares rank pari passu with each other. The Company has no treasury shares in issue.

The additional Delta Shares referred to in paragraphs (i) – (vi) above will rank pari passu with the Company’s existing ordinary Shares and, without derogating from the generality of the aforesaid, will rank together with the existing ordinary Shares of the Company for distributions.

Shareholders are advised that their Shares will only be traded on the SEM and the JSE in dematerialised form. As at the Last Practicable Date, there are no certificated Delta Shareholders. However, should any Shareholders subsequently materialise their Shares, such Shares would need to be dematerialised in order to be traded on the JSE and the SEM. Such Shareholders will need to make necessary arrangements with their CDSP or broker, in terms of the mandate with their CSDP or Broker.

The Directors, whose names are given in the “Corporate Information” section, collectively and individually accept full responsibility for the accuracy of the information furnished relating to the Delta Group and certify that, to the best of their knowledge and belief, there are no facts which 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 these Listing Particulars contain all information required by law and the JSE Listings Requirements.

71


Independent Reporting Accountants of Delta SEM sponsor to Delta

SEM authorised representative and Company Secretary Attorneys

JSE sponsor and corporate advisor to Pivotal

Independent Property Valuer of Acquisition Portfolio and

Current PortfolioIndependent Property Valuer

of Current PortfolioIndependent Property Valuer

of Current Portfolio

Registered by continuation in the Republic of Mauritius on 11 March 2015

Date of issue: 4 April 2016Copies of the Circular and these Listing Particulars, are available in English only and may, from 4 April 2016 until 6 May 2016 (both days inclusive), be obtained from the registered office of the Company, and from the Sponsor at the addresses set out in the “Corporate Information” section. A copy of the Circular, including these Listing Particulars, will also be available on the Company’s website (www.deltainternationalproperty.com).

72

CORPORATE INFORMATION

The definitions commencing on page 75 of these Listing Particulars apply, mutatis mutandis, to this Corporate Information section.

Company Secretary and registered officeIntercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbène , 72201Mauritius

Date of incorporation: 16 May 2012Country of incorporation: Bermuda

JSE sponsor and corporate advisor to DeltaPSG Capital Proprietary Limited(Registration number 2006/015817/07)1st Floor, Ou Kollege Building35 Kerk StreetStellenbosch, 7600(PO Box 7403, Stellenbosch, 7599)

and at

1st Floor, Building 8Inanda Greens Business Park54 Wierda Road WestWierda ValleySandton, 2196(PO Box 650957, Benmore, 2010)

Current DirectorsSandile Hopeson Nomvete (Chairman)*Bronwyn Anne Corbett (Chief Executive Officer)Leon Paul van de Moortele (Chief Financial Officer)Peter Todd (Lead independent Director)*+

Maheshwar Doorgakant*+

Ian Donald Macleod*+

Chandra Kumar Gujadhur*+

Gregory Pearson

*Non-executive+Independent

South African Transfer SecretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor70 Marshall Street Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)

SEM sponsorCapital Markets Brokers LimitedSuite 1004 ,Ground FloorAlexander House35 CybercityEbène Mauritius

AttorneysCliffe Dekker Hofmeyr Incorporated(Registration number 2008/018923/21)11 Buitengracht StreetCape Town, 8001(PO Box 695, Cape Town, 8000)

Registrar and transfer agent in MauritiusIntercontinental Secretarial Services LimitedLevel 3, Alexander House35 Cybercity,Ebène , 72201Mauritius

Independent Reporting AccountantsBDO South Africa Limited(Registration number 1995/002310/21) 22 Wellington RoadParktownJohannesburg, 2193(Private Bag X60500, Houghton, 2041)

Asset ManagerFreedom Asset Management Limited(Registration number 123724 C1/GBL)4th Floor, Raffles Towers19 CybercityEbène Mauritius

Independent Auditors and AccountantsBDO & Co Limited10, Frere Felix de Valois StreetPort LouisMauritius

JSE sponsor to PivotalJava Capital Trustees and Sponsors Proprietary Limited (Registration number 2006/005780/07)6A Sandown Valley CrescentSandownSandton, 2196(PO Box 2087, Parklands, 2121)

BankersStandard Bank (Mauritius) LimitedLevel 9, Tower A1 CyberCity EbèneMauritius

Afrasia Bank Limited10 Dr Ferrière StreetPort LouisMauritius

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JSE corporate advisor to PivotalJava Capital Proprietary Limited(Registration number 2012/089864/07)6A Sandown Valley CrescentSandownSandton, 2196(PO Box 2087, Parklands, 2121)

Independent Property Valuer of Acquisition Portfolio and Current PortfolioJones Lang LaSalle Proprietary Limited(Registration number 1995/000505/07)Office 3033rd Floor, The FirsCnr Cradock & Bierman AvenueRosebank, 2196

Independent Property Valuers of Current PortfolioQuadrant Properties Proprietary Limited(Registration number 1995/003097/07)16 North RoadDunkeld WestSandton, 2196(PO Box 1984, Parklands, 2121)

and

Broll Indian Ocean Limited(Registration number C12113666)Suite 2IJSecond FloorRaffles TowerEbène Mauritius

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TABLE OF CONTENTS

Page

CORPORATE INFORMATION 72

DEFINITIONS AND INTERPRETATIONS 75

LISTING PARTICULARS 83

1. Background 83

2. Overview of Delta 84

3. Property Portfolio 86

4. Strategy and prospects 88

5. Board and corporate governance 89

6. Capital structure 94

7. Financial information 97

8. Adequacy of working capital 103

9. Acquisitions 104

10. Acquisition Portfolio 108

11. Naivasha Acquisition 111

12. Wings Acquisition 113

13. Disposals 117

14. Additional information 117

15. Advisers’ consents 118

16. Expenses 118

17. Litigation statement 118

18. Documents available for inspection 118

Annexure LP1 Consolidated pro forma financial information of Delta (presented in accordance with the SEM Rules) 120

Annexure LP2 Forecast financial information for the Property Portfolio 125

Annexure LP3 Independent Reporting Accountants’ report on the forecast financial information in respect of the Property Portfolio 128

Annexure LP4 Abridged valuation report on the Property Portfolio 131

Annexure LP5 Corporate governance statement 161

Annexure LP6 Share trading history 173

Annexure LP7 Extracts from the Constitution of Delta 174

Annexure LP8 Director profiles 183

Annexure LP9 Other directorships 186

Annexure LP10 Structure of the Delta Group 197

Annexure LP11 Details of Major Subsidiaries of Delta 198

Annexure LP12 Other Current Acquisitions 200

Annexure LP13 Details of vendors 201

Annexure LP14 Director shareholdings upon implementation of the Pivotal Transaction 207

Annexure LP15 Details regarding principal properties occupied 208

Annexure LP16 Accountants’ report 209

Annexure LP17 Future Acquisitions 233

Annexure LP18 Approved Acquisitions 234

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DEFINITIONS AND INTERPRETATIONS

In these Listing Particulars, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa, words denoting one gender include the others, words and expressions denoting natural persons include juristic persons and associations of persons and the following words and expressions bear the meanings assigned to them below:

“30 Day VWAP” when used in relation to:

– the Termination Issue, means the amount of R16.88 per Delta Share, being the VWAP at which Delta Shares traded on the JSE for the 30 trading days prior to 17 November 2015 (the date on which the Freedom Termination Agreement was concluded); or

– the Pivotal Subscription, means the amount of R19.53 per Delta Share, being the VWAP at which Delta Shares traded on the JSE for the 30 trading days prior to 17 March 2016 (the date on which the Wings Agreement was concluded);

“Abvest Africa” Abvest Africa Limited (company number 124209 C1/GBL), a limited liability private company duly incorporated in Mauritius;

“Acquisition” the transaction entered into between the Company, Pivotal and Pivotal Global, as regulated by the Acquisition Agreements, in terms of which the Company will, subject to the fulfilment (or, where applicable, waiver) of the Conditions Precedent:

– purchase from Pivotal Global the Naivasha Asset for the Naivasha Purchase Consideration, with effect from the Naivasha Closing Date; and

– acquire, by way of the Delta Subscription and the Wings Share Purchase, the Wings Asset;

“Acquisition Agreements” collectively, the following agreements:

– the Naivasha Sale Agreement; and – the Wings Agreement;

“Acquisition Assets” collectively:

– the Naivasha Asset; and – the Wings Asset;

“Acquisition Issue” the issue of the Naivasha Consideration Shares to Pivotal Global in settlement of the Naivasha Purchase Consideration;

“Acquisition Portfolio” collectively:

– the Naivasha Property; and – the Wings Property,

as detailed in Annexure 7 to the Circular;

“ADH” Abland Diversified Holdings Limited (company number C125110), a private limited liability company incorporated in Mauritius on 2 September 2014, which company is a wholly-owned subsidiary of Pivotal Global and has as its sole asset a 45.5% shareholding in BM Naivasha;

“Ameiya” Ameiya Holdings Limited (registration number 1621632), a limited liability private company duly incorporated in the British Virgin Islands, forming part of the Mara Group, a Pan-African investment holding company with interests in banking, real estate and technology;

“Approved Acquisitions” the properties listed in Annexure LP18 to these Listing Particulars;

“Asset Management Agreement” the agreement entitled “Amended and Restated Investment Management Agreement”, concluded on or about 17 September 2014, between the Asset Manager and the Company, setting out the terms and conditions upon which the Asset Manager provides the Company with investment, asset management and other services, a copy of which is available for inspection, as indicated in paragraph 18 of these Listing Particulars;

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“Asset Manager” or “Freedom” Freedom Asset Management Limited (registration number 123724), a company registered by continuation in Mauritius as a public company limited by shares, which manages the assets of the Company in terms of the Asset Management Agreement and which is a related party to Delta for purposes of the JSE Listings Requirements;

“Barclays Acquisition” the acquisition by Delta from Jade Towers Limited of Barclays House in Ebène, Mauritius for a purchase price of MUR470 million (approximately USD13 500 000) plus value-added tax, on the terms detailed in Delta’s announcements released on SENS and on the SEM website on 9 November 2015 and 17 February 2016, with an effective date of 1 December 2015 and with transfer having been registered on 22 February 2016, which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“Board” or “Directors” the board of directors of Delta;

“BM Naivasha” Buffalo Mall Naivasha Limited (company number CPR/2010/29879), a private limited liability company incorporated in the Republic of Kenya, of which Pivotal Global is an effective 45.5% shareholder through ADH, and which is undertaking a retail, commercial and entertainment centre development in respect of the Naivasha Property;

“Bollore Acquisition” the acquisition, for a total purchase consideration of USD8 499 888, by Delta of an indirect 100% shareholding in Gateway Properties Limitada, which, in turn, is due to acquire the Plexus Warehousing Complex, situated in Pemba City, Mozambique, with the terms of this acquisition by Delta being detailed in the Company’s announcement released on SENS and on the SEM website on 16 February 2016, such acquisition constituting a category 2 transaction in terms of the JSE Listings Requirements. The deemed effective date of the acquisition is 1 December 2015, while it is anticipated that transfer of ownership will occur before 31 March 2016;

“Broll” Broll Indian Ocean Limited (registration number C12113666), the particulars of which appear in the Corporate Information section;

“business day” any day other than a Saturday, Sunday or public holiday in Mauritius or South Africa;

“Cat 2 Acquisitions” collectively, the Barclays Acquisition, the Bollore Acquisition, the Rockcastle Acquisition, the VDE Tete Acquisition and the Zimpeto Acquisition, each of which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“Circular” the document distributed to Shareholders, dated 4 April 2016, containing the circular to Shareholders and annexures hereto, the Notice of General Meeting and forms of proxy and incorporating the Listing Particulars;

“Company Secretary” Intercontinental Fund Services Limited, Delta’s company secretary, the particulars of which appear in the Corporate Information section;

“Conditions Precedent” collectively:

– the Naivasha Condition Precedent; and – the Wings Conditions Precedent;

“Consideration Shares” those Delta Shares that are to be issued to Pivotal or any wholly-owned subsidiary of Pivotal pursuant to the Acquisition Agreements;

“Constitution” the Constitution of the Company in terms of the Mauritian Companies Act, being equivalent to a memorandum of incorporation in South Africa;

“CSDP” a central securities depository participant registered in terms of the Financial Markets Act, with whom a beneficial holder of Shares holds a dematerialised Share account;

“Current Portfolio” the entire current property portfolio of the Delta Group as at the Last Practicable Date, including the Cat 2 Acquisitions, but excluding, for the avoidance of doubt, the Acquisition Portfolio;

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“Delta” or “the Company” Delta Africa Property Holdings Limited (previously Delta International Property Holdings Limited), registration number 128881 C1/GBL, a public company incorporated in Bermuda and registered by continuation in Mauritius as a public company limited by shares, which has a primary listing on SEM and a second primary listing on the main board of the JSE;

“Delta Group” or “the Group” the Company and its subsidiaries;

“Delta NAVPS” the Company’s agreed net asset value of USD1.70 per Share;

“Delta Subscription” the subscription by Delta on the Delta Subscription Date for the Delta Subscription Shares, in consideration for the Delta Subscription Consideration, as contemplated in paragraph 12 of these Listing Particulars;

“Delta Subscription Consideration” means the amount determined in accordance with paragraph 12.4 of these Listing Particulars, it being anticipated that the Delta Subscription Consideration will amount to approximately USD73 236 000 (being approximately R1 152 734 640, based on the R/USD exchange rate of 15.74 on the Last Practicable Date;

“Delta Subscription Date” the later of:

– the first day of the month immediately following the month in which the last of the Wings Conditions Precedent is fulfilled;

– 1 September 2016; and – the first day of the month immediately following the month in which the

practical completion date for the Wings Development occurs,it being anticipated that the Delta Subscription Date will occur on 1 September 2016;

“Delta Subscription Shares” such number of new shares to be issued by SB Wings to Delta, as is determined by dividing the Delta Subscription Consideration by an amount equal to the Wings Share Purchase Consideration;

“EAPI” East African Property Investments Limited (previously known as Carlisle Property Holdings Limited) (company number 124348 C1/GBL), a limited liability private company duly incorporated in Mauritius and holding a category 1 Global Business Licence;

“Existing Wings Shares” 100 ordinary shares of USD1 each in the issued share capital of SB Wings, constituting 100% of all the issued ordinary shares of SB Wings as at the signature date of the Wings Agreement;

“Financial Markets Act” the Financial Markets Act, No 19 of 2012 of South Africa;

“Framework Agreement” the agreement entitled “Framework and Subscription Agreement” between the Company and Pivotal, originally concluded on or about 17 November 2015, as amended on or about 26 February 2016 and 7 March 2016 by addendums thereto, relating, inter alia, to the Acquisition and the matters dealt with in paragraphs 8 and 9 of the Circular, a copy of which agreement is available for inspection, as indicated in paragraph 18 of these Listing Particulars;

“Freedom Termination Agreement” the agreement entitled “Termination of Asset Management Agreement”, originally concluded on or about 17 November 2015, between the Company and the Asset Manager, as amended on or about 26 February 2016 by an addendum thereto, setting out the terms upon which the Asset Management Agreement is to be terminated, a copy of which is available for inspection, as indicated in paragraph 18 of these Listing Particulars;

“Future Acquisitions” bears the meaning assigned to it in paragraph 9.3 of these Listing Particulars;

“General Meeting” the general meeting of Delta Shareholders to be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time) (08:00 South African time) on Friday, 6 May 2016, at which General Meeting Delta Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to the Circular;

“GLA” the gross lettable area, being the total area of a property that can be rented to a tenant;

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“Independent Property Valuers” JLL, Quadrant and Broll;

“Independent Reporting Accountants” means BDO South Africa Incorporated (registration number 1995/002310/21), a private company incorporated in South Africa, the particulars of which appear in the Corporate Information section;

“JLL” Jones Lang LaSalle Proprietary Limited (registration number 1995/000505/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section;

“JSE” the exchange, licensed under the Financial Markets Act, operated by the JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws of South Africa;

“JSE Listings Requirements” the Listings Requirements of the JSE, as amended from time to time;

“King III” or “King III Code” the King Report on Governance for South Africa, 2009;

“Last Practicable Date” the last practicable date before finalisation of the Circular, being Tuesday, 1 March 2016;

“Major Subsidiary” a major subsidiary of Delta, as defined in the JSE Listings Requirements, meaning a subsidiary that represents 25% or more of the total assets or revenue of the consolidated Group, comprising, as at the date of these Listing Particulars, Delta International Mauritius Limited, Freedom Property Fund SARL, S&C Imobiliaria Limitada and Commotor Limitada;

“Mauritian Companies Act” the Mauritian Companies Act, No. 15 of 2001;

“Mauritius” the Republic of Mauritius;

“Naivasha Acquisition” the purchase, on the terms set out in the Naivasha Sale Agreement, by the Company from Pivotal Global of the Naivasha Asset for the Naivasha Purchase Consideration, such purchase forming part of the Acquisition, as set out in paragraph 11 of these Listing Particulars;

“Naivasha Asset” Pivotal Global’s entire 100% shareholding in ADH, which has as its sole asset a 45.5% shareholding in BM Naivasha, a Kenyan company which is undertaking a retail, commercial and entertainment centre development in Naivasha, Kenya, as well as all amounts owing by ADH to Pivotal Global;

“Naivasha Closing Date” the first day of the month immediately following the month in which the Naivasha Condition Precedent is fulfilled;

“Naivasha Condition Precedent” the outstanding condition precedent to the Naivasha Acquisition under the Naivasha Sale Agreement, as set out in paragraph 4 of the Circular and replicated in paragraph 11.1 of these Listing Particulars;

“Naivasha Consideration Shares” the Shares to be issued by the Company to Pivotal Global on the Naivasha Closing Date, by way of an acquisition issue, in consideration for the Naivasha Asset, with the number of such Shares being calculated as set out in paragraph 11.2.4.2 of the Circular, subject to a maximum of 1 762 584 Naivasha Consideration Shares being issued, it being anticipated that 1 602 353 Naivasha Consideration Shares will be issued in this regard;

“Naivasha Designated Time” 23:59 (South African time) on the last day before the Naivasha Closing Date;

“Naivasha Effective Date” 1 March 2016 and more particularly the commencement of business on that Date;

“Naivasha Property” the immovable property situated in Kenya and held by BM Naivasha (in which the Company will, following the implementation of the Naivasha Acquisition, hold a 45.5% shareholding), the details of which property appear in paragraph 9.2 of these Listing Particulars;

“Naivasha Purchase Consideration” the consideration for the Naivasha Asset, calculated and determined as set out in paragraph 11.2 of these Listing Particulars, which is to be settled, inter alia, through the issue of the Naivasha Consideration Shares by the Company to Pivotal Global, it being anticipated that the Naivasha Purchase Consideration will amount to approximately USD4 089 000 (being approximately R64 360 860, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

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“Naivasha Sale Agreement” the agreement entitled “Share Sale Agreement” between the Company, Pivotal, Pivotal Global and ADH, originally concluded on or about 17 November 2015, as amended on or about 26 February 2016 by an addendum thereto, setting out the terms upon which Pivotal Global is to sell the Naivasha Asset to the Company under the Naivasha Acquisition, a copy of which agreement is available for inspection, as indicated in paragraph 18 of these Listing Particulars;

“NAV” net asset value;

“New Directors” the new Directors who will be nominated for appointment at the General Meeting, as listed in the table in paragraph 8 of the Circular;

“Notice of General Meeting” the notice of the General Meeting forming part of the Circular;

“Oando Wings” Oando Wings Development Limited (registration number RC 961861), a company incorporated in accordance with the laws of the Federal Republic of Nigeria, of which SB Wings is a 37.1% shareholder, and which is undertaking a large office development of its Wings Property in Lagos, Nigeria;

“Other Current Acquisitions” acquisitions currently being undertaken by Delta, that, as at the Last Practicable Date, have not yet been implemented (excluding, for the avoidance of doubt, the Acquisition of the Acquisition Portfolio), details of which are provided in Annexure LP12;

“Phase 2” the intended second phase of the development of the Naivasha Property;

“Pivotal” The Pivotal Fund Limited (registration number 2005/030215/06), a public company incorporated under the laws of South Africa and listed on the main board of the JSE. As at the date of the Circular, Pivotal, via Pivotal Global, holds 10 827 721 Delta Shares and is related to Delta (at the date of the conclusion of the Framework Agreement and Acquisition Agreements, Pivotal was not yet related to Delta);

“Pivotal Global” Pivotal Global Proprietary Limited (registration number 2015/291941/07), a private company incorporated under the laws of South Africa, being a wholly-owned subsidiary of Pivotal. As at the date of the Circular, Pivotal Global holds 10 827 721 Delta Shares and is related to Delta (at the date of the conclusion of the Framework Agreement and Acquisition Agreements, Pivotal Global was not yet related to Delta);

“Pivotal Subscription” the subscription by Pivotal Global, on the Pivotal Subscription Date, for the Pivotal Subscription Shares in Delta, on the terms set out in paragraph 12.2 of these Listing Particulars;

“Pivotal Subscription Consideration” an amount equal to the amount of the Delta Subscription Consideration (as reduced as a result of the application of paragraph (ii) in the definition of Pivotal Subscription Shares, as set out below), plus the Wings Share Purchase Consideration;

“Pivotal Subscription Date” the 3rd business day immediately preceding the Delta Subscription Date;

“Pivotal Subscription Shares” such number of Delta Shares acquired by Pivotal Global pursuant to the Pivotal Subscription, to be issued off the Mauritian register of Delta:

(i) as is determined by dividing the Pivotal Subscription Consideration by the agreed Delta NAVPS of USD1.70 per Delta Share (with any fraction of a Share being rounded up or down, as the case may be, to the nearest whole number); and

(ii) which number will, however, be limited to such number of Delta Shares as, together with all other Delta Shares held by Pivotal and its subsidiaries, will not result in Pivotal and its subsidiaries holding more than 29.9% of all the issued shares of Delta on the Pivotal Subscription Date or as would result in Pivotal having to extend a mandatory offer to shareholders of Delta in terms of the Securities (Takeover) Rules 2010 of Mauritius,

provided that Pivotal’s obligation to subscribe for Delta Shares will be reduced to the extent that the performance of such obligation would cause the threshold in paragraph (ii) above to be breached and/or any mandatory offer to be triggered and provided further that no more than 35 696 987 Pivotal Subscription Shares will be issued by Delta under the Pivotal Subscription, it being anticipated that approximately 32 451 806 Delta Shares will be issued to Pivotal Global under the Pivotal Subscription;

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“Pivotal Transaction” collectively, the transactions and matters contemplated in the Circular, being the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement and the Termination Issue, the changes to the Board to reflect the New Directors and the conclusion of the Promoters Agreement, as well as the change of the Company’s name to Mara Delta Property Holdings Limited;

“Pre-Subscription Dividend” the dividend to be declared, prior to the Delta Subscription Date,by SB Wings in favour of Pivotal (as the sole shareholder of SB Wings at that time), equal to an amount not exceeding the SB Wings Retained Earnings;

“Promoters” Abvest Africa, EAPI and Ameia;

"Promoters Agreement" the agreement entitled “Promoters Agreement”, originally concluded on or about 2 December 2015, between the Promoters and the Company, as amended on or about 26 February 2016 by an addendum thereto, pursuant to which, inter alia, the Promoters will source investment and development opportunities for the Company, a copy of which is available for inspection, as indicated in paragraph 18 of these Listing Particulars, and the salient terms of which are detailed in paragraph 10 of the Circular;

“Property Portfolio” the Current Portfolio, together with the Acquisition Portfolio;

“PSG Capital” PSG Capital Proprietary Limited (registration number 2006/015817/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section;

“Quadrant” Quadrant Properties Proprietary Limited (registration number 1995/003097/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section;

“Rand” or “R” South African Rand, the official currency of South Africa;

“REIT” real estate investment trust;

“Related Transaction Agreements” collectively:

– the Promoters Agreement; and – the Freedom Termination Agreement;

“Rockcastle Acquisition” the acquisition by Delta from Rockcastle Global Real Estate Company Limited of:

– an effective 50% interest in Kafubu Mall in Ndola, Zambia for a purchase consideration of USD4 075 831; and

– an effective 50% interest in Mukuba Mall in Kitwe, Zambia for a purchase consideration of USD17 530 465,

on the terms detailed in Delta’s announcement released on SENS and on the SEM website on 20 October 2015, which was implemented on 11 December 2015, and which constitutes a category 2 transaction in terms of the JSE Listings Requirements;

“SB Wings” SB Wings Development Limited (registration number 127096 C1/GBL), a private company limited by shares incorporated in accordance with the company laws of Mauritius on 16 December 2014, holding a GBL1 licence, which company is a wholly-owned subsidiary of Pivotal and has as its sole asset a 37.1% shareholding in Oando Wings;

“SB Wings Repurchase” the repurchase by SB Wings of 99 of the Wings Existing Shares from Pivotal for a consideration equal to USD50 541 545;

“SB Wings Retained Earnings” the retained earnings of SB Wings on the date of declaration of the Pre-Subscription Dividend, being an amount equal to:

– the value of SB Wings on such date, determined mutatis mutandis on the same basis as the Delta Subscription Consideration is determined in terms of paragraph 12.4 of these Listing Particulars, but without taking into account the Wings Share Purchase Consideration; less

– an amount equal to the share capital and/or share premium of SB Wings, being an amount of USD51 052 066;

“SEM” the exchange operated by the Stock Exchange of Mauritius Limited, a public company incorporated under the Stock Exchange Act, 1988;

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“SEM Rules” the SEM Listing Rules, as amended from time to time;

“SENS” the Stock Exchange News Service of the JSE;

“Share” or “Delta Share” an ordinary share of no par value in the share capital of the Company;

“Shareholder” or “Delta Shareholder” the holder of a Share;

“South Africa” the Republic of South Africa;

“South African Transfer Secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company incorporated under the laws of South Africa, the particulars of which appear in the Corporate Information section;

“Spot Rate” on any applicable day, the Rand/USD offer rate, as it appears at approximately 11:00 (South African time) on the applicable page of the Reuters screen;

“Termination Consideration” the amount of USD5 100 000, to be settled by the Company issuing the Termination Consideration Shares to Freedom;

“Termination Consideration Shares” 3 000 000 Shares to be issued by the Company to Freedom in terms of the Termination Issue in settlement of the Termination Consideration, such Shares to be issued at the issue price specified in paragraph 7.2.7 of the Circular;

“Termination Issue” has the meaning assigned to it in paragraph 7.2.7 of the Circular;

“TNAV” tangible net asset vale;

“Total Consideration” the aggregate consideration due by the Company under the Acquisition Agreements for the Acquisition Assets, being the sum of the Naivasha Purchase Consideration and the Total Wings Consideration, anticipated to amount to an aggregate USD77 325 000 (being approximately R1 217 095 500, based on the R/USD exchange rate of 15.74 on the Last Practicable Date);

“Total Wings Consideration” the aggregate consideration for the Wings Asset, comprising the Delta Subscription Consideration and the Wings Share Purchase Consideration, it being anticipated that the Total Wings Consideration will amount to approximately USD73 236 000 (being approximately R1 152 734 640, based on the R/USD exchange rate of 15.74 on the Last Practicable Date;

“USD” or “US Dollar” or “$” United States Dollar, the official currency of the United States of America;

“VDE Tete Acquisition the acquisition, for a total net consideration of USD17 353 684, by Delta of the entire issued share capital of Transformers Holdings Mauritius Limited, which will result in Delta holding 100% of Delta Tete Limitada, which, in turn, will on implementation of the VDE Tete Acquisition, own the Condominium Vale dos Embondeiros, situated in Tete, Mozambique, on the terms detailed in Delta’s announcement released on SENS and on the SEM website on 17 February 2016, and which constitutes a category 2 transaction in terms of the JSE Listings Requirements. The effective date of acquisition is 1 December 2015, while the transfer of ownership is anticipated to occur before 31 March 2016;

“VWAP” volume weighted average price;

“Wings Acquisition” the acquisition, by way of the Delta Subscription and the Wings Share Purchase, of the Wings Asset by Delta, on the terms set out in the Wings Agreement, as set out in paragraph 12 of these Listing Particulars;

“Wings Agreement” the agreement entitled “Amended and Restated Subscription and Share Sale Agreement”, concluded on 17 March, between the Company, Pivotal, Pivotal Global and SB Wings, setting out the terms upon which Delta is to acquire the Wings Asset, involving the Delta Subscription and the Pivotal Subscription, a copy of which agreement is available for inspection, as indicated in paragraph 18 of these Listing Particulars;

“Wings Asset” 100% shareholding in SB Wings, which has as its sole asset a 37.1% shareholding in Oando Wings, a Nigerian company which is undertaking the Wings Development in Lagos, Nigeria, to be acquired by Delta by way of the Delta Subscription and the Wings Share Purchase;

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“Wings Conditions Precedent” the outstanding conditions precedent to the Wings Acquisition under the Wings Agreement, as set out in paragraph 5 of the Circular and replicated in paragraph 12.1 of these Listing Particulars;

“Wings Development” the property development currently being undertaken by Oando Wings on the land owned by it, to be known as “Oando Wigs”;

“Wings Effective Time” 23:59 (South African time) on the last day before the Delta Subscription Date;

“Wings Existing Shares” 100 ordinary shares in SB Wings, constituting 100% of the issued ordinary shares of SB Wings as at the signature date of the Wings Agreement;

“Wings Facility Agreement” the loan facility agreement dated 8 February 2013 for a facility of USD100 000 000, concluded between Oando Wings, Stanbic IBTC Bank plc, FirstRand Bank Limited (acting through its Rand Merchant Bank Division) and Stanbic IBTC Trustees Limited;

“Wings Property” the immovable property owned by Oando Wings (in which the Company will, following the implementation of the Wings Acquisition, hold an indirect 37.1% shareholding), the details of which property appear in Annexure 7 to the Circular;

“Wings Sale Share” the remaining Wings Existing Share held by Pivotal after the repurchase of 99 Wings Existing Shares in terms of the SB Wings Repurchase;

“Wings Share Purchase” the sale by Pivotal to Delta of the Wings Sale Share for the Wings Share Purchase Consideration, as contemplated in paragraph 12.5 of these Listing Particulars;

“Wings Share Purchase Consideration” the aggregate purchase consideration for the Wings Sale Share, being an amount equal to 1% of:

– the Delta Subscription Consideration (determined before taking into account the Wings Share Purchase Consideration); less

– the amount of the Pre-Subscription Dividend;

“Zimpeto Acquisition” the acquisition by Delta from CR Holdings Limitada of Zimpeto Square Mall, situated in Maputo, Mozambique for USD10.2 million, constituting a category 2 transaction in terms of the JSE Listings Requirements.

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LISTING PARTICULARS (TERMED AS REVISED LISTING PARTICULARS UNDER THE JSE LISTINGS REQUIREMENTS)

The below table is a summary of the number of shares for which SEM approval for issue and listing of shares is being sought:

Application(maximum number of shares) Purpose Details

29 600 596 To reduce existing liabilities and/or to fund Approved Acquisitions and Cat 2 Acquisitions(1)

The Approved Acquisitions and Cat 2 Acquisitions, being VDE Tete Acquisition, Rockcastle Acquisition, Barclays Acquisition, Bollore Acquisition, Zimpeto Acquisition, Lusaka Mall

729 870 For cash issue

1 762 584 Naivasha Acquisition Shares to be issued by the Company to Pivotal Global in consideration for the Naivasha Asset

35 696 987 Pivotal Subscription The Company is to fund the Wings Assets through the Pivotal Subscription, which ultimately holds a Nigerian company undertaking the Wings Development in Lagos, Nigeria.

3 000 000 Termination Issue In respect of the termination of the Asset Management Agreement with Freedom

95 041 317 Future Acquisitions To fund acquisitions in the next 12 months as per Annexure LP17

Note:

1. For purposes of the JSE Listings Requirements, these Shares are to be issued in terms of acquisition issues and/or vendor consideration placements and, as such, do not require Shareholder approval under the JSE Listings Requirements.

1. BACKGROUND

1.1 Delta is a pan-African income fund focusing on African real estate assets underpinned by US Dollar-denominated long-term leases with high quality tenants delivering strong sustainable income.

1.2 The Company was incorporated on 16 May 2012 in Bermuda and was transferred via continuation to Mauritius on 11 March 2015.

1.3 Delta debuted on the SEM and migrated to the main board of the JSE on 30 March 2015 and 10 July 2015 respectively, and now holds dual primary listings on both exchanges.

1.4 Details relating to the incorporation of Delta’s Major Subsidiaries, including their issued capital, main business and the date upon which they became subsidiaries of Delta, are set out in Annexure LP11 to these Listing Particulars.

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1.5 The main purpose of these Listing Particulars is to provide Shareholders, both existing and potential, with the relevant information regarding Delta and its assets (with particular emphasis on its Property Portfolio), its liabilities and its Directors and management, as well as information on the strategy and vision of Delta.

1.6 The Listing Particulars have also been prepared in respect of the issue and listing of shares on the SEM.

2. OVERVIEW OF DELTA

2.1 Business of Delta

2.1.1 Delta invests in African real estate assets underpinned by US Dollar denominated long-term leases with high quality tenants, with a view to generating strong sustainable income.

2.1.2 Given the high economic growth experienced in a number of countries in Africa and the resultant rapid expansion and investment in infrastructure to support this growth, Delta was founded to offer investors direct participation in property markets on the continent (excluding South Africa), effectively earning dollar-based income at emerging market yields. The African continent is increasingly regarded as the world’s next growth opportunity, as relative political stability across the continent supports foreign direct investment and the progressive formalisation of economies. The increasing number of economies on the continent that are embracing REIT legislation and the Group’s unique positioning as a market leader in this regard will allow its stakeholders to maximise their investment returns.

2.1.3 Delta’s Current Portfolio includes properties in Mauritius, Morocco, Mozambique and Zambia and is detailed in paragraph 9.1 of to these Listing Particulars. Following implementation of the Acquisition, the Company’s Property Portfolio will expand to include an interest in the Acquisition Portfolio properties in Nigeria and Kenya.

2.2 Company Structure

The structure of the Delta Group following the implementation of the Pivotal Transaction is shown in Annexure LP10 to these Listing Particulars.

2.3 Investment Strategy

2.3.1 Delta’s experienced executives have in-depth practical experience of the property sector in Delta’s target jurisdictions and have established, solid relationships with key stakeholders including large, reputable developers, international blue chip tenants, key regulators and administrators, which the Company intends to leverage fully in future.

2.3.2 Delta’s immediate focus will be to capitalise on its knowledge base by expanding within Delta’s current jurisdictions. The existing footprint and brand awareness in the operating jurisdictions have provided Delta with a large pipeline of assets, allowing it to cherry pick the highest yielding assets that fall within the Company’s investment criteria.

2.3.3 Delta intends, over time, to diversify its portfolio by sector and region by tapping into the lucrative corporate accommodation market in Mozambique, retail assets in Zambia, and offices in Mauritius underpinned by US Dollar-based leases with strong counterparty tenants.

2.3.4 The inclusion of Pivotal as a strategic shareholder and the Promotors Agreement will provide the Company with a significant pipeline of assets into the future. Delta will introduce developments into the fund on a measured approach, with initial exposure to developments limited to between 10% to 20% of Delta’s gross asset value. Any new development will first need to meet the stringent investment criteria as stipulated by the Investment Committee (i.e. US Dollar underpinned leases with strong counterparty tenants) without diluting the dividend yield of the Company.

2.3.5 Delta’s long-term strategy for new jurisdictions will focus on economies on the continent that have already embraced REIT legislation.

2.4 Asset management

2.4.1 Freedom has in the past provided various investment, asset management and other services to the Company in terms of the Asset Management Agreement, as detailed in paragraph 7 of the Circular.

2.4.2 As indicated in the Circular, subject to Shareholder approval of the Termination Issue, the Asset Management Agreement will, as part of the Pivotal Transaction, be terminated with effect from the Naivasha Closing Date against the issue of the Termination Consideration Shares by the Company to Freedom.

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2.4.3 Pursuant to the termination of the Asset Management Agreement, only certain areas property management functions will be outsourced to in-country experts (see paragraph 2.5 below), and no other part of the business of the Delta Group is managed, or proposed to be managed, by any third party under contract or arrangement.

2.5 Property management

2.5.1 Delta makes use of the services of experienced property managers in the various operational areas. Where Delta has sufficient presence and experience on the ground (e.g. Mauritius), property management is performed internally.

2.5.2 The details of the property managers are as follows:

2.5.2.1 Mozambique

Broll Mozambique LimitadaAv. Mateus Sansao Mutemba 202.MaputoMozambique

Currently manages the following properties:• Anadarko Building• Hollard/KPMG building• Vodacom Building• Zimpeto Square

The contract has a minimum period of three years, of which 18 months remain.

The property management fee is determined as 2.5% of cash rentals received.

Directors of Broll: Malcolm Horne, Gordon Bell and Rui Monteiro

Shareholders of Broll: Broll Property Group (Mauritius) Limited (70%) and Turconsult Limitada (30%)

2.5.2.2 Morocco

Aswaq Management and Services (“AMS”)PO Box 54154Abu DhabiUAE

AMS has recently been appointed as the property managers for the Anfa Place Shopping Centre. The contract will continue for a period of five years. The contract caters for a fee of 3.5% of collections. A 7% commission is payable on all new leases signed by AMS.

Directors of AMS: Jean-Herve Bouyer, Yasmine Bekkari & Selma Belkhayat

Shareholders of AMS: Sheikh Suroor Bin Mohammed Al Nahyan, Sheikh Mohammed Bin Suroor Al Nahyan, Nasser Al Nowais & Birger Strom

2.5.2.3 Zambia

Heriot Properties (Pty) LtdSuite 9A, 1st FloorMelrose BoulevardMelrose Arch

Currently manages the following properties:

• Makuba Mall• Kafubu Mall

The contract period is indefinite, but subject to cancellation by providing a three calendar months’ notice period.

The property management fee is determined as 3% of cash rentals received.

Directors of Heriot Properties: Steven Herring (sole director)

Shareholders of Heriot Properties: The Gusi Trust (100%)

2.5.3 The abovementioned property management agreements are available for inspection, as set out in paragraph 18 below.

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3. PROPERTY PORTFOLIO

3.1 Following the implementation of the Acquisition, the Company will have effective interests in a Property Portfolio consisting of 12 properties with an effective owned rentable area of 119 495 m2 and will be valued at approximately USD431 761 631. Further details of the Property Portfolio are set out in paragraph 9.1 (Current Portfolio) and paragraph 10 (Acquisition Portfolio) below:

3.2 The abridged valuation report on the Acquisition Portfolio is set out in Annexure 6 of the Circular, while the abridged valuation report on the Property Portfolio (including the Current Portfolio, but excluding the Acquisition Portfolio) appears in Annexure LP4 to these Listing Particulars. The detailed valuation reports for the Acquisition Portfolio and the Property Portfolio are available for inspection, as set out in paragraph 18 below.

3.3 Analysis of the Property Portfolio

3.3.1 An analysis of the Property Portfolio, including the Acquisition Portfolio, as at 31 January 2016, in respect of sectoral, geographic and tenant profiles, is provided below.


Retail 49.2% 27.6%Commercial 34.6% 59.8%Corporate accommodation 10.9% 10.0%Light Industrial 5.3% 2.7%

100.0% 100.0%


Morocco 25.8% 19.6%Mozambique 39.7% 43.5%Kenya 2.5% 1.3%Zambia 16.9% 3.6%Nigeria 8.6% 28.7%Mauritius 6.4% 3.4%

100.0% 100.0%


A 71.8% 176B 23.9% 154C 4.3% 82

100.0% 412

For this table the following key is applicable:

A. Large national tenants, large listed tenants, government and major franchisees.B. National tenants, listed tenants, franchisees, medium to large professional firms.C. Other.

3.3.2 Vacancy profile

Sector Vacancy based on GLA

Retail 4.7%Commercial –Corporate accommodation –Light Industrial –

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Lease expiry profile

Expiry profile – year to 30 June

Total GLA

%

Total GR*

% Retail CommercialCorporate

Accommodation Light Industrial

GLA%

GR*%

GLA%

GR*%

GLA%

GR*%

GLA%

GR*%

Vacant 2.3 0.2 4.7 0.7 0.0 0.0 0.0 0.0 0.0 0.0

Monthly 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

2016 0.5 0.4 0.6 0.6 0.6 0.4 0.0 0.0 0.0 0.0

2017 1.2 0.9 2.2 3.1 0.0 0.0 0.0 0.0 0.0 0.0

2018 3.4 3.8 0.0 0.0 9.7 6.3 0.0 0.0 0.0 0.0

2019 17.7 27.5 6.7 4.9 38.9 41.5 9.3 13.1 0.0 0.0

2020 13.6 6.2 15.7 7.2 4.1 3.5 0.0 0.0 84.0 80.0

Beyond 61.3 61.0 70.1 83.5 46.7 48.3 90.7 86.9 16.0 20.0

* GR: Gross Rentals.

3.3.3 Rental escalations and rental per square metre

The annualised weighted average rental escalation at 31 January 2016, based on existing leases, is as follows:

Sector – Escalations Percentage

Retail 7.7Commercial 4.1Corporate accommodation –Light Industrial 3.0

Total Property Portfolio 4.9

3.3.4 The forward average property yield for the 12 months ending 30 June 2016 is 8.5%.

3.3.5 The table below reflects the weighted average gross rental per m2 per month, excluding vacant GLA, per sector:

Sector

Weighted average Gross Rental per m2 per month, excluding vacant GLA

(USD)

Retail 13.89Commercial 40.89Corporate accommodation 21.71Light Industrial 11.77

Total Property Portfolio 24.20

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4. STRATEGY AND PROSPECTS

4.1 Since starting operations in July 2014, Delta has focused on creating a strong foundation from which to grow its African portfolio.

4.2 The migration from the Bermudan Stock Exchange to the Stock Exchange of Mauritius and the migration from the AltX Board of the JSE to the Main Board of the JSE, have provided the platform for the Company to access capital from various sources, which together with the current strong shareholder base (including the Public Investment Corporation, Delta Property Fund, Stanlib and now Pivotal) will provide the ability to fund the significant growth aspirations of the Company.

4.3 Delta’s existing network of developers, property owners and tenants will continue to provide the Company with significant pipeline across the African continent, with the focus to continue to capitalise on the experience and knowledge gained in Mozambique and Morocco while seeking out strategic partners with strong local knowledge and presence in order to expand across the continent in a measured approach while limiting the costs and risks of entering new jurisdictions in Africa.

4.4 The addition of Pivotal as a strategic shareholder, along with the Promotors Agreement will further bolster the opportunities to acquire existing income producing assets as well as the significant pipeline of development assets, currently in excess of USD500 million.

4.5 Delta will continue to be focused on acquiring completed income producing assets that meet the stringent investment criteria of being US Dollar underpinned leases from strong counterparty tenants, however, the Company will now embark on a measured approach to developments. Delta intends to perform a limited number of developments, with the target not to exceed between 10% and 20% of the gross asset value of the Company until the asset base exceeds USD1 billion. This measured approach to developments should allow the Company to continue to produce the targeted dividend yield of between 6% and 7% in to the future.

4.6 Delta will focus on the following countries:

4.6.1 Tier 1 countries

4.6.1.1 Morocco

4.6.1.2 Mozambique

4.6.1.3 Zambia

4.6.1.4 Mauritius

4.6.1.5 Kenya

4.6.1.6 Tanzania

4.6.1.7 Botswana

4.6.2 Tier 2 countries

4.6.2.1 Nigeria

4.6.2.2 Ghana

4.6.2.3 Uganda

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5. BOARD AND CORPORATE GOVERNANCE

5.1 Directors of the Company

5.1.1 As indicated in paragraph 8 of the Circular, the Framework Agreement envisages that the implementation of the Pivotal Transaction will be accompanied by certain changes to the Board. Upon the Pivotal Transaction becoming unconditional and being implemented, the Board will comprise the following Directors:

Full name Age Capacity Business address Nationality

Sandile Hopeson Nomvete 42 Non-executive chairman

Silver Stream Office Park10 Muswell Road South BryanstonSouth Africa

South African

Bronwyn Anne Corbett 34 Chief executive officer

3rd Floor, La Croisette Mall Grand Baie, Mauritius

South African

Leon Paul van de Moortele 40 Chief financial officer

3rd Floor, La Croisette Mall Grand Baie, Mauritius

South African

Ashish Thakkar 33 Non-executive Director

3202, Emaar BoulevardPlaza Tower 1Burj Khalifa, CommunityDubaiU.A.E.

British

Jacqueline Roxanne van Niekerk

32 Non-executive Director

Fairway Office Park52 Grosvenor RoadBryanstonSouth Africa

South African

David Stanley Savage 51 Non-executive Director

Fairway Office Park52 Grosvenor RoadBryanstonSouth Africa

South African

Peter Todd 56 Lead independent non-executive Director

3rd Floor, La Croisette MallGrand Baie, Mauritius

British

Ian Donald Macleod 62 Independent non-executive Director

30 Baker StreetRosebankSouth Africa

South African

Maheshwar Doorgakant 38 Non-executive Director

4th Floor, Raffles TowerEbeneMauritius

Mauritian

Chandra Gujadhur 68 Non-executive Director

4th Floor, Raffles TowerEbeneMauritius

Mauritian

Ian Chambers 50 Non-executive Director

2nd Floor, Nautica Commercial CentreLa MivoieRiviere NoireMauritius

South African

5.1.2 The following changes occurred to the Board over the past 12 months:

5.1.2.1 BA Corbett was appointed as chief executive officer with effect from 6 August 2015;

5.1.2.2 GL Schnetler resigned as a Director and Delta Chief Executive Officer on 14 April 2015;

5.1.2.3 LP van de Moortele and ID Macleod were appointed to the Board on 1 July 2015;

5.1.2.4 GS Booyens did not make himself available for re-election at the Annual General Meeting held on 12 November 2015;

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5.1.2.5 G Pearson resigned from the Board with effect from the Naivasha Closing Date; and

5.1.2.6 subject to Shareholder approval being obtained at the General Meeting, A Thakkar, JR van Niekerk, DS Savage and I Chambers will be appointed as Directors with effect from the Naivasha Closing Date.

5.2 Directors of Major Subsidiaries

The directors of Delta’s Major Subsidiaries are listed below:

5.2.1 Delta International Mauritius Limited

Full name Age Capacity Business Address Nationality

Leon van de Moortele 40 Executive director 3rd Floor, La Croisette Mall, Grand Baie Mauritius

South African

Peter Todd 56 Independent non-executive director

3rd Floor, La Croisette Mall, Grand Baie Mauritius

British

Gregory Pearson 37 Executive director 3rd Floor, La Croisette Mall, Grand Baie Mauritius

South African

Kesaven Moothoosamy 32 Non-executive director

Level 5, Alexander House35 CybercityEbeneMauritius

Mauritian

5.2.2 Freedom Property Fund SARL


Paul Simpson 62 Executive director Silver Stream Office Park10 Muswell Road South BryanstonSouth Africa

South African

Ojong Nso 35 Executive director Silver Stream Office Park10 Muswell Road South BryanstonSouth Africa

South African

5.2.3 S&C Immobillaria Limitada


Gregory Pearson 37 Executive director Silver Stream Office Park10 Muswell Road South BryanstonSouth Africa

South African

5.2.4 Commotor Limitada


Gregory Pearson 37 Executive director Silver Stream Office Park10 Muswell Road South BryanstonSouth Africa

South African

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5.2.5 A list of other directorships held by the Directors of Delta and by the directors of the Major Subsidiaries is set out in Annexure LP9. None of the Directors of Delta and none of the directors of the Major Subsidiaries are partners with unlimited liability.

5.2.6 Profiles of the Directors, detailing their experience, appear in Annexure LP8.

5.3 Chief Financial Officer

The Chief Financial Officer of the Company is Mr LP van de Moortele. The audit and risk committee has considered and satisfied itself of the appropriateness of the expertise and experience of Mr van de Moortele.

5.4 Directors’ service contracts

5.4.1 Upon the Naivasha Closing Date, all employment agreements with executive Directors will be transferred from Freedom to Delta. No material changes will be made to the terms and conditions of the contracts upon transfer, save for those changes required due to the relocation of Directors to Mauritius.

5.4.2 Summary of the existing material terms of the executive Directors are as follows:

• Three-month notice period.• No loss of office compensation save for the costs required by the laws of the relevant country of

residence.• No restraint of trade in place.

5.4.3 Kesaven Moothoosamy is a Senior Officer of Intercontinental Fund Services Limited, which is the company secretary of the Company.

5.5 Qualification, appointment, voting power, retirement, remuneration and borrowing powers of Directors

5.5.1 The relevant provisions of the Constitution relating to qualification, appointment, voting powers, retirement, remuneration and borrowing powers of Directors are set out in Annexure LP7 to these Listing Particulars.

5.5.2 None of the Directors of Delta and none of the directors of its Major Subsidiaries have:

5.5.2.1 been declared bankrupt, insolvent or have entered into any individual voluntary compromise arrangements;

5.5.2.2 entered into any business rescue, receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with creditors generally or any class of creditors of any company where such Directors are or were Directors with an executive function during the preceding 12 months;

5.5.2.3 entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such Directors are or were partners during the preceding 12 months;

5.5.2.4 entered into any receiverships of any asset(s) or of a partnership where such Directors are or were partners during the preceding 12 months;

5.5.2.5 been publicly criticised by a statutory or regulatory authority, including recognised professional bodies or disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

5.5.2.6 been involved in any offence of dishonesty, fraud or embezzlement;

5.5.2.7 been removed from an office of trust on the grounds of misconduct and involving dishonesty;

5.5.2.8 been the subject of a court order declaring such person delinquent or placing him under probation in terms of section 162 of the Companies Act and/or section 47 of the Close Corporations Act, No 69 of 1984, as amended, or disqualifying him to act as director in terms of section 219 of the Companies Act, No 61 of 1973, as amended.

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5.6 Directors’ emoluments and incentives

Details of the Directors’ emoluments for the most recent financial year ended 30 June 2015, are as follows:

PAID FOR THE YEAR ENDED 30 JUNE 2015

Directors’ emolumentsFees paid to executive directors USD

Louis Schnetler –Basic Salary –Performance bonus –Pension fees –Other benefits –

Gregory Pearson –Basic Salary –Performance bonus –Pension fees –Other benefits –

Greg Booyens –Basic Salary –Performance bonus –Pension fees –Other benefits –

Peter Todd –Basic Salary –Performance bonus –Pension fees –Other benefits –

Paul Simpson –Basic Salary –Performance bonus –Pension fees –Other benefits –

Leon van de Moortele –Basic Salary –Performance bonus –Pension fees –Other benefits –

Total executive directors’ emoluments –

Fees executive directors’ emoluments’ by categoryBasic Salary –Performance bonus –Pension fees –Other benefits –

Total executive directors’ emoluments –

Director fees paid to non-executive directors

Directors of holding companySandile Nomvete –Bronwyn Corbett –Peter Todd 31 441Maheshwar Doorgakant 5 250Chandra Kumar Gujadhur 5 250Ian Macleod –James Keyes 21 663David Brown 21 663Serge Richard –Tiffany Purves –

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85 267

Directors of subsidiariesFranck Mialon 1 750Mahmad Hayder Amiran 400Subiraj Gujadhur 400Mahmad Tahleb Rujub 400Keerti Ramnarain 400

3 350

Total non-executive directors’ emoluments 88 617

Total directors’ emoluments 88 617

Notes:

1. The executive Directors received no emoluments from Delta or Freedom during the financial year ended 30 June 2015, as they were only employed by Freedom after the financial year-end.

2. None of the prospective new directors to be nominated for appointment to the Board at the General Meeting (being A Thakkar, J van Niekerk, D Savage and I Chambers) received any emoluments during the financial year ended 30 June 2015 from Delta or its subsidiaries (or any of their associates) or from entities that provide management or advisory services to Delta, its subsidiaries or associates.

5.6.1 There are currently no share option plans or share incentive schemes offered to Directors and key management by the Company.

5.6.2 The Asset Manager has provided directors, management and staff with share allocations of Delta Africa shares held by the Asset Manager in Delta Africa, as part of a long term incentive scheme. The Asset Manager’s scheme will remain in place post the implementation of the internalisation of the Asset Manager. The headline terms of the Asset Manager’s scheme are as follows:

5.6.2.1 Actual shares held by the Asset Manager are allocated to staff based on seniority and key talents that are required by the Asset Manager;

5.6.2.2 Shares vest over a period of three to five years from the date of internalisation (based on start date with the Asset Manager);

5.6.2.3 Shares are effectively geared to 65% of their value (the current debt raised to purchase the original management shares shall remain in place); and

5.6.2.4 All proceeds from distributions associated with the shares are utilised to service interest and to reduce the loan balance.

5.6.3 Following the termination of the Asset Management Agreement, Freedom intends to allot a portion of the Termination Consideration Shares to the following persons, who are also directors of Delta or its Major Subsidiaries:

DirectorShares to be

allotted Allotment priceVesting period

(years)

Leon van de Moortele 420 064 USD1.70 4

Greg Pearson 420 064 USD1.70 3

Paul Simpson 210 032 USD1.70 3

Ojong Nso 40 850 USD1.70 3

5.6.4 Delta has not paid any other fees or incurred any fees that are payable to a third party in lieu of Directors’ fees.

5.6.5 Save for any salary adjustment and expatriate allowances for the required relocation of directors and staff, there will be no variation in the remuneration receivable by any of the Directors as a consequence of the Pivotal Transaction.

5.6.6 Delta has not paid any amounts (whether in cash or in securities), nor given any benefits to any Directors or to any company in which Directors are beneficially interested, or to any partnership, syndicate or other association of which the Directors are members, or to any director as an inducement to become a director or otherwise, or for services rendered by Directors, or otherwise for services rendered by Directors or by the associate company or associate entity in connection with the promotion or formation of the company in the three years preceding the date of these Listing Particulars.

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5.7 Directors’ interests

5.7.1 The direct and indirect beneficial interests of the Directors and their associates (including a Director who has resigned during the last 18 months) in the Share capital of the Company as at the Last Practicable Date, are set out in paragraph 15 of the Circular.

5.7.2 The anticipated direct and indirect beneficial interests of the Directors and their associates (including a Director who has resigned during the last 18 months) and of the New Directors in the Share capital of the Company, upon implementation of the Pivotal Transaction, are set out in Annexure LP14 hereto.

5.7.3 Save for being a Shareholder of Delta or of Freedom, no Director of Delta and no director of any of its subsidiaries, (including a director who has resigned during the last 18 months) has or had any material beneficial interest, directly or indirectly, in any transactions that were effected by Delta:

5.7.3.1 during the current or immediately preceding financial year; or

5.7.3.2 in any previous financial year which remains in any respect outstanding or unperformed.

5.7.4 Save as set out in the Circular in respect of the Promoters Agreement, no Promoter and, save for being a Shareholder of Delta, no Director has had any material beneficial interest, either direct or indirect, in any property acquired or to be acquired or disposed of by Delta. Delta is not aware of any such person having any duty to another person that conflicts or may conflict with a duty owed to Delta.

5.8 Directors’ responsibility statement

The Directors, whose names are given in the “Corporate Information” section, collectively and individually accept full responsibility for the accuracy of the information furnished relating to the Delta Group 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 these Listing Particulars contains all information required by law and the Listings Requirements.

5.9 King III Code and corporate governance

5.9.1 Delta is committed to the promotion of good corporate governance and to following the principles of fairness, accountability, responsibility and transparency as advocated in the King III Code.

5.9.2 Shareholders are referred to Annexure LP5, which concerns the application of the King III Code and other corporate governance principles.

6. CAPITAL STRUCTURE

6.1 The authorised and issued share capital of the Company, as at the date of the Circular and these Listing Particulars, prior to the Acquisition Issue, Pivotal Subscription and Termination Issue, is set out below:

Number of Shares USD m

Authorised share capitalOrdinary Shares of no par value 7 500 000 000 –

Issued share capitalStated capital – ordinary Shares of no par value 95 346 757 160.4 Treasury Shares – –

6.2 Following the implementation of the Acquisition Issue, Pivotal Subscription and Termination Issue, the authorised and issued share capital of the Company are expected to be as follows:

Number of Shares USD m

Authorised share capitalOrdinary Shares of no par value 7 500 000 000 –

Issued share capitalStated capital – ordinary Shares of no par value (1) ( 2) (3) 149 169 633 252.6Treasury Shares – –

Notes:



(3) Assuming that 19 768 717 Shares are issued by the Company, following the date of these Listing Particulars, by way of placing for the acquisition of assets, for purposes of the Approved Acquisitions and the Cat 2 Acquisitions.

(4) The above table excludes any Shares that may be issued in respect of the Future Acquisitions.

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6.3 The Share capital of the Company has undergone the following alterations in the three years prior to the date of these Listing Particulars:

6.3.1 The previous ownership structure of Osiris Properties International Limited listed its structure on the Bermudan Stock Exchange on 19 July 2012 as well as the Alternative Exchange of the JSE on 20 August 2012 with 664 180 shares and authorised share capital of 7 500 000 000 ordinary shares of USD0.0001659 each.

6.3.2 Upon the migration to the Company to Mauritius, the Company was continued with authorised share capital of 7 500 000 000 of no par value shares and stated capital of 44 656 446 no par value shares.

6.3.3 On 1 April 2015, the Company issued a Supplement to Listing Particulars relating to the admission of an additional 29 000 000 Delta Shares on the Official Market of the SEM. Out of the 29 000 000 Delta Shares, 26 354 444 Delta Shares were listed on 22 April 2015 and 2 645 556 were subsequently listed on 30 June 2015.

6.3.4 On 10 December 2015, the Company issued a Supplement to Listing Particulars relating to the admission of an additional 45 094 803 Delta Shares on the Official Market of the SEM. Out of the 45 094 803 Delta Shares, 6 124 370 Delta Shares were listed on 24 December 2015.

6.3.5 On 8 March 2016, the Company issued a Supplement to Listing Particulars relating to the admission of up to an additional 36 966 241 Delta Shares on the Official Market of the SEM. Out of the 36 966 241 Delta Shares, 8 823 529 Delta Shares were listed on 18 March 2016 and 4 738 220 Delta Shares were issued on 22 March 2016.

6.4 No consolidation or subdivision of Shares has occurred, and no share repurchases have been undertaken, since incorporation of the Company.

6.5 Following the implementation of the Acquisition Issue, Pivotal Subscription and Termination Issue, more than 20% of the Delta Shares in issue will continue to be held by public shareholders (as defined in the JSE Listings Requirements).

6.6 In addition, extracts of the relevant provisions in the Constitution regarding the voting rights of securities, rights to dividends and rights on liquidation or distribution of capital assets, as well as regarding the consents necessary for the variation of rights attaching to securities, appear in Annexure LP7 hereto.

6.7 No securities in the Company have any preferential conversion and/or exchange rights, rights to the profits of the Company or any redemption rights.

6.8 The Company has no treasury shares in issue.

6.9 Placings

The Company intends issuing and listing additional Delta Shares by way of placing for the acquisition of assets by Delta Africa:

6.9.1 a maximum of up to 1 762 584 Naivasha Consideration Shares to Pivotal Global in terms of the Acquisition Issue on the Naivasha Closing Date by way of consideration issue (it being anticipated that 1 602 353 Naivasha Consideration Shares are to be issued in this regard);

6.9.2 a maximum of up to 35 696 987 Pivotal Subscription Shares to Pivotal Global in terms of the Pivotal Subscription on the Pivotal Subscription Date (it being anticipated that 32 451 806 Pivotal Subscription Shares are to be issued in this regard), such issue to constitute a consideration issue in terms of the SEM Rules and a specific issue of shares for cash in terms of the JSE Listings Requirements.

6.10 Other Listings

Delta Shares are listed on the Official market of the SEM in Mauritius and on the main board of the JSE in South Africa. Delta has dual primary listings on both these exchanges.

6.11 Major and controlling Shareholders

6.11.1 Shareholders who, as at the date of these Listing Particulars, beneficially held, directly or indirectly, an interest of 5% or more of the Delta Shares in issue, are reflected in the table below, which also reflects the Shareholders who, after the Acquisition Issue, Pivotal Subscription and Termination Issue will beneficially hold, directly or indirectly, an interest of 5% or more of the Delta Shares in issue:

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Name of Shareholder

Number of Shares held

(prior to Acquisition

Issue, Pivotal Subscription,

Termination Issue)

% of Shares

in issue (prior to

Acquisition Issue, Pivotal Subscription,

Termination Issue)

Number of Shares held (post

Acquisition Issue, Pivotal Subscription,

Termination Issue) (1) ( 2) (3)

% of Shares

in issue (post

AcquisitionIssue, Pivotal Subscription,

Termination Issue)

Public Investment Corporation 28 447 874 29.84 38 291 845 25.67Bowwood and Main No 117 (Pty) Ltd(4) 5 746 061 6.03 8 746 061 5.86Stanlib Asset Management 6 639 793 6.96 6 639 793 4.45Delta Property Fund Limited 23 867 313 25.03 23 867 313 16.00Anchor Capital 6 103 447 6.40 6 103 447 4.09Pivotal 10 827 721 11.36 42 877 688 28.74

81 632 209 11.36 126 526 147 84.81

Notes:

1. Assuming that 1 602 353 Naivasha Consideration Shares are issued in terms of the Acquisition Issue and that 32 451 806 Pivotal Subscription Shares are issued in terms of the Pivotal Subscription.

2. 3 000 000 Termination Consideration Shares are to be issued in terms of the Termination Issue.

3. Assuming that 19 768 717 Shares are issued by the Company, after the date of this Circular, by way of vendor consideration placements, for purposes of the Approved Acquisitions and the Cat 2 Acquisitions and that the PIC takes up a portion of the shares to maintain their desired 25.67% shareholding.

4. Bowwood and Main No 117 (Pty) Ltd has as its shareholders, Boyzana Trust (50% shareholder) and Corbett Family Trust (50%)

5. The above table excludes any Shares that may be issued in respect of the Future Acquisitions.

6.11.2 Shareholders who, as at the date of these Listing Particulars, beneficially held, directly or indirectly, an interest of 5% or more of the Delta Shares in issue, are reflected in the table in paragraph 17 of the Circular, which table also reflects the Shareholders who, after the Acquisition Issue, Pivotal Subscription and Termination Issue will beneficially hold, directly or indirectly, an interest of 5% or more of the Delta Shares in issue.

6.11.3 As at the date of these Listing Particulars, the Company does not have a controlling shareholder, as defined in the JSE Listings Requirements. The Company has two controlling shareholders as defined in the SEM Listing Rules as set out in the Circular, being the Public Investment Corporation and Delta Property Fund Limited.

6.11.4 The Company started operations in its current structures in mid 2014. At this point, Delta Property Fund Limited (“DPF”) as the Company’s seed investor, subscribed for a large portion of the initial capital raise. Although DPF held 52.4% of the issued share capital, it did not exercise control via the composition of the Board or via its actions. As per DPF’s original intention, it has since diluted its shareholding to 29.34%, such dilution is expected to continue until such a time that it holds 25% of the Company.

6.12 Shareholder spread

Delta has a subscribed capital, including reserves of more than R50 million and has more than 25 000 000 Shares in issue, of which more than 20% are held by public shareholders, as required under the JSE Listings Requirements.

97

6.13 Share issues and repurchases

6.13.1 The table below provides a summary of all issues or offers of Shares by Delta and/or its Major Subsidiaries, and by any subsidiary where such issues or offers were material to Delta during the three years prior to the date of these Listing Particulars:

Date of issueNumber of

shares issuedIssue price

USD Reason for issue

Value of assetsacquired

USD m

11-Jul-14 9 962 500

200.0 Acquisitionof assets and costs associated

with the transfer of assets

147.223-Jul-14 33 291 876

01-Oct-14 428 791

29-Dec-14 309 100

23-Apr-15 26 354 444 140.2 63.9

30-Jun-15 2 645 556 140.2 10.2

24-Dec-15 6 124 370 170.0 40.6

15-Feb-16 2 004 192 170.0 13.5

18-Mar-16 8 823 529 170.0 Repayment of debt in respect of above assets

acquired on 24 December

2015 and 22 February 2016 (asset

value USD54.1 million)

–

22-Mar-16 4 738 220 170.0 –

6.13.2 All shares issued listed in the table above relate to shares issued to selected investors as part of a private placements and vendor consideration placements. The aforementioned shares were issued at the issue prices set out in the table above.

6.13.3 No share repurchase transactions have been conducted by the Company.

6.14 Options and preferential rights in respect of Shares

Save where otherwise disclosed in the Circular or these Listing Particulars, there is no contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any Shares.

6.15 Other matters

6.15.1 Salient provisions in the Constitution relating to the rights attaching to Shares, appear in Annexure LP7 hereto.

6.15.2 The issue or disposal of the authorised but unissued securities of Delta is controlled by the Directors, provided that, subject to the SEM Listing Rules, the JSE Listings Requirements and the Mauritian Companies Act, the Board may only issue unissued Shares where shares of that particular class are listed and/or grant options if such Shares have first been offered to existing Shareholders in proportion to their shareholding (unless such Shares are issued for the acquisition of assets by the Company). Notwithstanding the aforegoing, Shareholders may authorise the Directors to issue unissued securities, and/or grant options to subscribe for unissued securities, provided that the corporate action(s) to which any such issue or grant of options relates, has/have to the extent required been approved by the JSE and the SEM. After the first allotment of Shares by the Directors any further Shares proposed to be issued wholly for cash consideration, shall first be offered to Shareholders in proportion to their shareholdings, unless Shareholders by special resolution and the Board by resolution otherwise direct.

98

7. FINANCIAL INFORMATION

7.1 Dividend policy

7.1.1 In the ordinary course of business, distributions shall be made biannually to Shareholders, after each reporting period, i.e. the interim reporting period of 31 December and the year-end reporting date of 30 June. Special distributions may be made by the Board from time to time.

7.1.2 The dividend declared will be limited to the maximum amount of distributable reserves within the Company and shall be determined by the Board in compliance with the solvency and liquidity requirements set out in the Mauritian Companies Act.

7.1.3 All dividends unclaimed for five years after having been declared, may be forfeited by resolution of the Directors for the benefit of the Company. Delta shall hold monies other than dividends due to Shareholders in trust indefinitely until lawfully claimed by such Shareholder.

7.1.4 There are no arrangements in terms of which future dividends or interest distributions are waived or agreed to be waived.

7.1.5 Delta declared its maiden interim dividend of USD6.64 cents per Share on 4 February 2015 (paid on 2 March 2015), followed by the declaration of its final dividend of USD4.65 cents per Share on 6 August 2015 (paid on 31 August 2015). On 18 February 2016, Delta declared an interim dividend of USD6.17 cents per Share, which was paid on 14 March 2016. Delta’s historical consolidated earnings per Share is set out below:

Year ended 30 June 2015

10 months ended 30 June 2014

Basic and diluted profit/(loss) per share (USD cents) 0.39 (7.13)Headline diluted loss earnings per share (USD cents) (16.73) (2.10)

Note: Delta commended trading under its current structure in July 2014.

7.2 Forecast financial information and pro forma financial effects

7.2.1 Forecast financial information

7.2.1.1 The forecast financial information in relation to the Acquisition Portfolio is presented in Annexure 3 to the Circular, while the Independent Reporting Accountant’s report thereon is included at Annexure 4 to the Circular.

7.2.1.2 The forecast financial information relating to the entire Property Portfolio, comprising both the Current Portfolio and the Acquisition Portfolio, is presented in Annexure LP2 to these Listing Particulars, while the Independent Reporting Accountant’s report thereon is included at Annexure LP3 hereto.

7.2.2 Pro forma financial effects on Delta

7.2.2.1 Pro forma financial effects, presented in accordance with the SEM Rules, based on the audited annual financial statements of the Company for the financial year ended 30 June 2015

The consolidated pro forma financial effects of the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement, the Termination Issue and the Cat 2 Transactions, based on the audited annual financial statements of the Company for the financial year ended 30 June 2015, are provided in Annexure LP1 to these Listing Particulars. These pro forma financial effects have been prepared and are presented in terms of the SEM Rules and should not be relied upon from a JSE Listings Requirements perspective;

7.2.2.2 Pro forma financial effects presented in accordance with the JSE Listings Requirements, based on the unaudited financial statements of Delta for the six-month period ended 31 December 2015

The consolidated pro forma financial effects of the Acquisition, the Acquisition Issue, the Pivotal Subscription, the termination of the Asset Management Agreement, the Termination Issue and the Cat 2 Transactions, based on the unaudited financial statements of Delta for the six-month period ended 31 December 2015, are provided in paragraph 13.2 of the Circular and should be read in conjunction with the consolidated pro forma statement of financial position and consolidated pro forma statement of comprehensive income, as set out in Annexure 1 to the Circular, together with the assumptions upon which the financial effects are based. The Independent Reporting Accountants’ report on such consolidated pro forma financial information appears at Annexure 2 to the Circular.

99

7.2.3 Material changes

7.2.3.1 There have been no material changes in the financial or trading position of Delta and its subsidiaries since the end of its last financial year ended 30 June 2015. There has been no material change in the financial or trading position of SB Wings, Oanda Wings, ADH or BM Naivasha since the end of their last financial year ended 31 December 2015.

7.2.3.2 Other than those items mentioned in these Listing Particulars, no material change in the nature of the business has occurred in the last five years.

7.2.3.3 There have not been any changes in the trading objects of Delta and its subsidiaries during the five years preceding these Listing Particulars.

7.2.4 Material commitments, lease payments and contingent liabilities

7.2.4.1 As at the Last Practicable Date, Delta had no material commitments, lease payments or contingent liabilities.

100

7.2.

5 L

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Fin

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In

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Fin

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.

103

7.2.5.1 Please refer to the loan schedule above for the nature of how each loan arose.

7.2.5.2 The borrowing powers of the Delta Group have not been exceeded during the three years preceding the Last Practicable Date.

7.2.5.3 No loan capital is currently outstanding.

7.2.5.4 The Company has no debentures authorised or in issue (including any debentures issued by way of conversion or replacement of debentures previously issued).

7.2.6 Intercompany financial and other transactions

7.2.6.1 All intercompany balances within the Delta Group, before elimination on consolidation, are disclosed in Annexure LP11.

7.2.6.2 Save for the inter-company balances referred to in paragraph 7.2.6.1 above, there are no material intercompany financial and other transactions.

7.2.7 Loans receivable

7.2.7.1 As at the Last Practicable Date, no material loans have been made by the Company or by any of its subsidiaries.

7.2.7.2 The Group has not made any loans to, or furnished any security for the benefit of, any Director or manager of the Company (or of any associate of any such Director or manager).

8. ADEQUACY OF WORKING CAPITAL

The Directors are of the opinion that the working capital available to the Delta Group is sufficient for the Delta Group’s present working capital requirements and will, post-implementation of the Pivotal Transaction, be adequate for at least 12 months from the date of issue of the Circular to which these Listing Particulars are annexed.

104

9.

AC

QU

ISIT

ION

S

9.1

Cu

rren

t P

ort

folio

The

belo

w ta

ble

incl

udes

det

ails

of a

ll im

mov

able

pro

pert

ies

and/

or s

ecur

ities

and

/or b

usin

ess

unde

rtak

ings

that

hav

e be

en a

cqui

red

by th

e D

elta

Gro

up a

nd th

at fo

rm

part

of t

he C

urre

nt P

ortfo

lio:

Pro

per

ty n

ame

and

ph

ysic

al a

dd

ress

Sec

tor

and

des

crip

tio

n

Nat

ure

of

titl

e a

cqu

ired

and

ren

tab

lear

ea (

m2 )

Wei

gh

ted

av

erag

e re

nta

l p

er m

2

(US

D)

Co

st o

f a

cqu

isit

ion

(US

D) (

1)

Mar

ket

valu

e at

trib

ute

d

by

the

Val

uer

(2)

(US

D)

Dat

e ac

qu

ired

An

adar

ko B

uild

ing

Sal a

nd C

alde

ira A

dvog

ados

, 2n

d Fl

oor,

3412

Jul

ius

Nye

rere

A

venu

e, M

aput

o, M

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108

9.2.1 Details of the vendors in respect of acquisitions of immovable properties and/or material assets/securities/business undertakings over the past three years by Delta and its subsidiaries, as well as by SB Wings, Oanda Wings, ADH and BM Naivasha, are provided in Annexure LP13, which also contains information regarding, inter alia, and to the extent applicable, the warranties received under those acquisitions, book debts, restraints of trade, the liability for accrued taxation.

9.2.2 No promoter or Director of the Company had any beneficial interest, direct or indirect, in any of the acquisitions detailed in Annexure LP13 and no promoter or Director was a member of a partnership, syndicate or other association of persons that had such an interest.

9.3 Future Acquisitions

The key objective of Delta is to invest in African income-generating real estate assets (excluding assets situated in South Africa). The Company follows a rigorous selection process when identifying potential acquisitions and their geographical location. In line with the Company’s strategy of investing in such real estate assets, Delta intends placing, issuing and listing up to 95 041 317 additional Shares by way of a consideration issue for the acquisition of assets at a target price of not less than the net asset value per Share of Delta at the time such issue and listing. Details of the acquisitions currently under negotiation/due diligence process are as set out in Annexure LP17 hereto.

10. ACQUISITION PORTFOLIO

10.1 The Acquisition

10.1.1 Subject to the requisite Shareholder approval being obtained and the Conditions Precedent being fulfilled (or waived, where applicable), the Company intends to acquire the Acquisition Assets, as set out in these Listing Particulars.

10.1.2 In this regard, the Company has entered into:

10.1.2.1 the Naivasha Sale Agreement, in terms of which it will, subject to the fulfilment of the Naivasha Condition Precedent, purchase the Naivasha Asset from Pivotal Global for the Naivasha Purchase Consideration, on the terms set out in that agreement; and

10.1.2.2 the Wings Agreement, in terms of which the Company will, subject to the fulfilment of the Wings Conditions Precedent, subscribe for the Delta Subscription Shares in SB Wings in consideration for the Delta Subscription Consideration and purchase the Wings Sale Share from Pivotal for the Wings Share Purchase Consideration, on the terms set out in that agreement.

10.1.3 The Naivasha Acquisition and Wings Acquisition are not interconditional.

10.1.4 Particulars regarding the Acquisition Portfolio appear in Annexure 7 to the Circular.

10.1.5 Following the implementation of the Acquisition, the Company will have effective interests in a Property Portfolio consisting of 12 properties with an effective owned rentable area of 119 495 m2 and will be valued at approximately USD431 761 631.

10.2 Description of Acquisition Portfolio

10.2.1 The Naivasha Property is held by BM Naivasha, in which the Company will be acquiring a 45.5% shareholding by way of the Naivasha Acquisition. The object of BM Naivasha is to construct and develop a retail, commercial and entertainment centre on the Naivasha Property. The development is being undertaken in two phases, with Phase 1 complete and Phase 2 (which could be undertaken in a single phase or multiple phases) being expected to commence within approximately 24 months from the signature date of the Naivasha Sale Agreement.

10.2.2 The Wings Property is held by Oando Wings (in which the Company will be acquiring a 37.1% shareholding by way of the Wings Acquisition), which is undertaking a large office development of the Wings Property in Lagos, Nigeria, which is expected to be completed during August 2016 (Wings Development).

109

10.3 Analysis of the Acquisition Portfolio

10.3.1 The Acquisition Portfolio comprises retail and office properties, the particulars of which appear below:

Property Sector

Anticipated purchase consideration(USD)

GLA(m2)

AnticipatedPurchase

consideration per GLA(USD/m2)

Average Forward

Purchase Yield

Vacancy %

by GLA

Naivasha Property Retail 4 089 000 6,617 618 5% 3.5

Wings Property Office 73 236 000 27 112 2 633 6.4% 0

10.3.2 An analysis of the Acquisition Portfolio, as at 30 November 2015, in respect of sectoral, geographic, tenant, vacancy and lease expiry profiles is provided below. Please also refer to the detailed information on the Acquisition Portfolio appearing in Annexure 7 of the Circular.


Retail 22% 4%Office 78% 96%

100% 100%


Kenya 22% 4%Nigeria 78% 96%

100% 100%


A 40% 3B 55% 10C 5% 22

100% 35

The following key applies to the above table:A. Large national tenants, large listed tenants, government and major franchisees.

B. National tenants, listed tenants, franchisees, medium to large professional firms.

C. Other.

10.3.3 Lease expiry profile

Expiry profile – year to 30 JuneGLA

(Retail)GLA

(Office)Gross rentals

(Retail)Gross rentals

(Office)

Vacant 3.5% 7.8% 0% 0%2016 0% 0% 0% 0%2017 3.1% 5% 0% 0%2018 0.7% 0% 0% 0%2019 0% 0% 49.4% 48.7%2020 0% 0% 0% 0%Beyond 92.7% 87.2% 50.6% 51.3%

10.3.4 Rental escalations and rental per square metre

10.3.4.1 The annualised weighted average rental escalation at 30 November 2015, based on existing leases, is 2.14% per annum for the Naivasha Property and 3.49% per annum for the first two years and 4% per annum thereafter in respect of the Wings Property.

10.3.4.2 The anticipated forward average acquisition yield:

i. of the Naivasha Acquisition for the 12 months commencing from the Naivasha Effective Date of 1 March 2016 is 5%; and

ii. of the Wings Acquisition for the 12 months commencing from the anticipated Delta Subscription Date of 1 September 2016 is 6.4%.

110

10.3.4.3 The weighted average gross rental per m2 per month for the Acquisition Portfolio from the Naivasha Effective Date of 1 March 2016 and the anticipated Delta Subscription Date of 1 September 2016 is USD73.39 per m2.

10.3.4.4 The abridged valuation report on the Acquisition Portfolio is set out in Annexure 6 to the Circular. The detailed valuation report is available for inspection, as set out in paragraph 18 of these Listing Particulars.

10.4 Rationale for the Acquisition

10.4.1 In line with Delta’s strategy to expand its geographical footprint on the African continent, Delta has been seeking strategic partnerships with businesses that have existing structures and detailed knowledge of operating in new target jurisdictions. In August 2015, Delta and Pivotal, representing a consortium of investors, commenced discussions regarding the injection of a significant amount of capital into Delta and to include the consortium’s portfolio of assets (which includes a 45.5% share in the Buffalo Mall in Naivasha, Kenya and a 37.1% share in the Oando Wings office complex in Lagos, Nigeria) into Delta.

10.4.2 In addition to Pivotal, the consortium comprises well-known developer Abland (Proprietary) Limited, through its African subsidiary, Abvest Africa, and Mara Group, a prominent diversified African investment and holding group with large investments in the banking sector and a significant land ownership on the African continent.

10.4.3 The Acquisition is seen as extremely positive for Delta for the following reasons:

10.4.3.1 provides significant in-country expertise in Kenya and Nigeria;

10.4.3.2 increases Delta’s geographical footprint with assets in Kenya and Nigeria; and

10.4.3.3 provides Delta with a “first right of refusal” for all assets developed by Abvest Africa, which provides access to a pipeline of assets in excess of USD500 million within three years.

10.4.4 Acquisition of Naivasha Asset

10.4.4.1 The net yield to Shareholders is below the targeted 7% for this investment as the Naivasha Purchase Consideration includes a portion of land with development rights. Due to the relatively small amounts involved with the investment and the potential for significant upside on Phase 2 of the mall (with development yields between 12% and 14%), Delta believes that this provides sufficient upside to Delta in the future. The planned Phase 2 development will add a maximum additional 14 000 m2 of GLA.

10.4.4.2 Strategically, this investment provides a future seed asset for the planned formation of a Kenyan REIT, which is vital for the Group’s future growth aspirations within Kenya.

10.4.5 Acquisition of Wings Asset

This investment provides the Group with the opportunity to enter into Africa’s largest economy, Nigeria. The asset is a landmark building on Victoria Island, Lagos, which was jointly developed by RMB Westport and Pivotal. The asset acquisition will assist the Group in providing a solid foundation for future acquisitions within Nigeria.

10.5 Effective dates

10.5.1 Should the Naivasha Condition Precedent be duly fulfilled (or waived, where applicable), the Naivasha Acquisition will be implemented on the Naivasha Closing Date and be effective from the Naivasha Effective Date of 1 March 2016.

10.5.2 Should the Wings Conditions Precedent be duly fulfilled (or waived, where applicable), the Wings Acquisition will be implemented on, and be effective from, the Delta Subscription Date, which is anticipated to occur on or about 1 September 2016.

10.6 Authority to implement the Acquisition

10.6.1 As the Acquisition constitutes a category 1 transaction in terms of the JSE Listings Requirements, the Acquisition requires the approval of Shareholders by way of an ordinary resolution.

10.6.2 The Company will seek the approval of the Acquisition by Shareholders at the General Meeting.

10.6.3 The Acquisition constitutes an undertaking in the ordinary course of business of Delta and therefore does not fall under the scope of Chapter 13 of the SEM Rules.

111

11. NAIVASHA ACQUISITION

11.1 Naivasha Condition Precedent

11.1.1 The Naivasha Sale Agreement is subject to the fulfilment of the remaining outstanding condition precedent (“Naivasha Condition Precedent”) that the Framework Agreement becomes unconditional according to its terms, save for any condition therein requiring the Naivasha Sale Agreement to become unconditional.

11.1.2 The Naivasha Condition Precedent may be waived by written agreement between the parties to the Naivasha Sale Agreement.

11.1.3 If the Naivasha Condition Precedent has not been fulfilled by the date for fulfilment thereof (or such later date or dates as may be agreed in writing between Delta, Pivotal Global and ADH) then any party to the Naivasha Sale Agreement shall be entitled to give notice in writing to the other parties to that agreement that unless the Naivasha Condition Precedent is fulfilled within 14 days of the date of issue of the notice (or such additional period or periods as the parties to that agreement may agree in writing) (“Naivasha CP Notice Period”), the period for fulfilment of the Naivasha Condition Precedent will expire upon expiry of the Naivasha CP Notice Period.

11.1.4 In the event that the Naivasha Condition Precedent is not fulfilled before the expiry of the Naivasha CP Notice Period, the provisions of the Naivasha Sale Agreement (save for certain clauses, which will remain of full force and effect), will never become of any force or effect, meaning that the Naivasha Acquisition will not proceed.

11.1.5 Under the Naivasha Sale Agreement, all risk and ownership in, and all benefit attaching to the Naivasha Asset will, against settlement of the Provisional Naivasha Purchase Consideration, pass to Delta on the Naivasha Closing Date, but with effect from the Naivasha Effective Date. Possession and effective control of the Naivasha Asset will be given to Delta on the Naivasha Closing Date.

11.2 Naivasha Purchase Consideration

11.2.1 The Naivasha Purchase Consideration will amount to the sum of:

11.2.1.1 an amount equal to 45.5% of the net equity value of BM Naivasha; and

11.2.1.2 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities and assets of ADH (excluding its 45.5% interest and related loans to BM Naivasha), as at the Naivasha Designated Time.

11.2.2 The net equity value of BM Naivasha shall be calculated as follows:

11.2.2.1 the agreed:

11.2.2.1.1 gross market value of the completed development on the land leased by BM Naivasha, beingUSD10 400 000; plus

11.2.2.1.2 bulk value of the land leased by BM Naivasha upon which a second phase development is intended to be developed by BM Naivasha (“Phase 2”), being USD3 000 000 (“Phase 2 Bulk Value”);

11.2.2.2 minus the amount of debt funding of BM Naivasha as at at the Naivasha Designated Time (and which does not relate to Phase 2);

11.2.2.3 plus (if the amount is positive) or minus (if the amount is negative) the net working capital of BM Naivasha as at the Naivasha Designated Time;

11.2.2.4 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities (excluding debt funding) and assets of BM Naivasha (including any tax liabilities that have arisen up to the Naivasha Closing Date and the mark-to-market value of any hedges or similar instruments) which are not taken into account in calculating the net working capital.

11.2.3 Pivotal Global shall no later than 10 business days prior to the anticipated Naivasha Closing Date deliver to Delta pro forma balance sheets of BM Naivasha and of ADH as at the Naivasha Designated Time (“Pro Forma Naivasha Closing Date Accounts”), which will, inter alia, include a calculation of the net equity value of BM Naivasha (“Provisional BM Naivasha Net Equity Value”) as at the Naivasha Designated Time and of the Naivasha Purchase Consideration as at the Naivasha Designated Time (“Provisional Naivasha Purchase Consideration”). Should Delta dispute the Pro Forma Naivasha Closing Date Accounts, the dispute will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

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11.2.4 The Provisional Naivasha Purchase Consideration will be settled on the Naivasha Closing Date by:

11.2.4.1 crediting an amount of USD1.365 million, which equates to 45.5% of the Phase 2 Bulk Value to a loan account in favour of Pivotal Global in the books of account of Delta (“Phase 2 Bulk Value Loan”); and

11.2.4.2 the allotment and issue to Pivotal Global of such number of Naivasha Consideration Shares as is determined by dividing the balance of the Provisional Naivasha Purchase Consideration by the agreed Delta NAVPS of USD1.70 per Share. The Naivasha Consideration Shares will, subject to paragraph 11.5.1 below, be issued in dematerialised form on the South African share register of Delta.

11.2.5 Delta will procure the preparation and delivery of the “Naivasha Closing Date Accounts” to the parties as soon as possible after the Naivasha Closing Date but in any event not later than 90 days thereafter, the costs of which will be paid equally by the Delta and Pivotal Global. The Naivasha Closing Date Accounts shall include a calculation and written certification by Delta of, inter alia, the actual net equity value of BM Naivasha and the actual Naivasha Purchase Consideration, as well as the difference (expressed in US Dollars) between the Provisional Naivasha Purchase Consideration and the actual Naivasha Purchase Consideration (“Naivasha Purchase Consideration Adjustment Amount”). Any dispute between Delta and Pivotal Global regarding the Naivasha Closing Date Accounts will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

11.2.6 If the Naivasha Purchase Consideration Adjustment Amount has been determined as being:

11.2.6.1 a positive amount, then, within 3 business days after the amount has been finally determined, Pivotal Global shall pay to Delta an amount equal thereto in US Dollars, in cash;

11.2.6.2 a negative amount, then, within 3 business days after the amount has been finally determined, Delta shall allot and issue to Pivotal Global such number of Shares as is determined by dividing the Naivasha Purchase Consideration Adjustment Amount by the agreed Delta NAVPS of USD1.70 per Share.

11.3 Phase 2 Loans

In terms of the Naivasha Sale Agreement, upon the Phase 2 development being approved, Pivotal Global will advance loan funding to ADH, on behalf of Delta, in connection with the development of Phase 2, it being anticipated that such loan will not amount to more than USD12 000 000 (“Phase 2 Equity Funding Loan”). The Phase 2 Equity Funding Loan and the Phase 2 Bulk Value Loan (collectively, “Phase 2 Loans”) will attract interest at a rate of 5% nominal annual compounded monthly and will be immediately repayable if the construction of Phase 2 has not commenced within 2 years after the Naivasha Closing Date or if practical completion of Phase 2 has not been achieved within 2 years after construction of Phase 2 has commenced.

11.4 Phase 2 Additional Consideration

11.4.1 Pivotal Global shall, at any point decided by it during the period of 12 months after practical completion of phase 2 has been achieved, notify Delta that it requires Phase 2 to be valued as at the date of such notice and for the resulting calculations and payments set out below to be made. If Pivotal Global has not given notice within such 12 month period, the Company shall cause Phase 2 to be valued as at the end of such 12 month period. Such valuation shall be 100% of the gross fair market value of Phase 2 less the Phase 2 Bulk Value being the sum of USD3 000 000 (“Phase 2 Value”) and shall be determined by an independent internationally recognised property valuer.

11.4.2 Once the Phase 2 Value has been determined, Delta shall, within 10 business days thereafter:

11.4.2.1 repay the Phase 2 Loans in cash or, if Pivotal Global so elects (in which event such election and repayment shall be subject to all necessary approvals being obtained from the exchange control authorities of the South African Reserve Bank), in respect of all or part of the Phase 2 Loans, by the allotment and issue to Pivotal Global of Delta Shares on the same basis as provided in paragraph 11.4.3 below; and

11.4.2.2 pay to Pivotal Global (as additional consideration for the Naivasha Asset) an amount calculated as follows (“Phase 2 Additional Consideration”):

11.4.2.2.1 45.5% of the Phase 2 Value; less

11.4.2.2.2 45.5% of the amount of any loan or other financial indebtedness (other than in respect of a hedge or similar arrangement) of BM Naivasha to any bank, financial institution or other debt provider (“Debt Funding”), to the extent that such Debt Funding was exclusively incurred in connection with the development of Phase 2; less

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11.4.2.2.3 an amount equal to the Phase 2 Equity Funding Loan repaid pursuant to paragraph 11.4.2.1.

11.4.3 Delta will pay the Phase 2 Additional Consideration by the allotment and issue to Pivotal Global of such number of Shares as is determined by dividing the Phase 2 Additional Consideration by the then most recently published net asset value per Share (including deferred tax). Delta considers the issuing of Delta Shares pursuant to paragraph 11.4.2.1 above, to form part of the overall Acquisition Issue of Shares to Pivotal Global in respect of the Naivasha Acquisition.

11.4.4 Any dispute regarding the determination of the Phase 2 Additional Consideration shall be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.


11.5.1 Notwithstanding paragraph 11.2.4.2 above, Pivotal Global may elect by written notice to Delta, given not less than 5 business days prior to the Naivasha Closing Date or the date on which any Delta Shares are to be issued to Pivotal Global pursuant to the Naivasha Sale Agreement (including in terms of paragraph 11.2.4.2, paragraph 11.2.6.2 and/or paragraph 11.4.3), to require Delta to issue such Delta Shares off the Mauritian share register of Delta.

11.5.2 Pivotal Global will only be entitled to distributions in respect of a Naivasha Consideration Share to the extent that they are declared in respect of the period commencing on the Naivasha Closing Date. Pivotal Global will within 5 business days of receipt of a distribution for such a share, pay to Delta an amount equal to any distribution received by it to the extent that it was declared in respect of a distribution period which ended before the Naivasha Closing Date, calculated on a pro rata basis where required. For purposes of the above, a “distribution period” means the financial period in respect of which Delta declares the relevant distribution.

11.6 Pivotal Global has provided Delta with limited warranties under the Naivasha Sale Agreement, such warranties being given, inter alia, in relation to the share capital of ADH and of BM Naivasha.

12. WINGS ACQUISITION

12.1 Wings Conditions Precedent

12.1.1 The Wings Agreement is subject to the following outstanding conditions precedent (“Wings Conditions Precedent”):

12.1.1.1 that the existing shareholders of Oando Wings other than SB Wings have, in writing, to the satisfaction of Pivotal and Delta, waived all pre-emptive, grandfather or similar rights which they may have in respect of SB Wings’ 37.1% shareholding in Oando Wings and which may be triggered by the fact that Delta is acquiring control of SB Wings as contemplated in the Wings Agreement, and have provided all such other consents as may be required in connection with the implementation of the Wings Agreement and Pivotal furnishes Delta with proof to the reasonable satisfaction of Delta thereof;

12.1.1.2 that Pivotal furnishes Delta with proof to the reasonable satisfaction of Delta that the funders under the Wings Facility Agreement have consented in writing to the transactions envisaged in the Wings Agreement without requiring any amendment to the Wings Facility Agreement or, if any amendment is required, Delta has confirmed in writing that it is satisfied with such amendment/s (Delta to act reasonably in this regard); and

12.1.1.3 that the Framework Agreement becomes unconditional according to its terms, save for any condition therein requiring the Wings Agreement to become unconditional.

12.1.2 The Wings Conditions Precedent (or any one or more of them) may be waived by written agreement between the parties to the Wings Agreement.

12.1.3 If any Wings Condition Precedent has not been fulfilled by the relevant date for fulfilment thereof (or such later date or dates as may be agreed in writing between the parties to the Wings Agreement) then any party to the Wings Agreement shall be entitled to give notice in writing to the other parties to that agreement that unless the relevant Wings Condition Precedent is fulfilled within 14 days of the date of issue of the notice (or such additional period or periods as the parties to that agreement may agree in writing) (“Wings CP Notice Period”), the period for fulfilment of the relevant Wings Condition Precedent will expire upon expiry of the Wings CP Notice Period.

12.1.4 In the event that a Wings Condition Precedent is not fulfilled before the expiry of the Wings CP Notice Period, the provisions of the Wings Agreement (save for certain clauses, which will remain of full force and effect), will never become of any force or effect, meaning that the Wings Acquisition will not proceed.

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12.1.5 Under the Wings Agreement, ownership, risk in and all benefit attaching to the Delta Subscription Shares will pass to Delta upon allotment and issue of the Delta Consideration Shares, which is due to occur on the Delta Subscription Date, which is anticipated to take place on 1 September 2016.

12.2 Pivotal Subscription

12.2.1 Delta will, by not later than 08:00 on the 5th business day prior to the Pivotal Subscription Date, notify Pivotal Global in writing of the amount of the Delta Subscription Consideration as agreed between them or as determined by an independent chartered accountant.

12.2.2 In terms of the Wings Agreement:

12.2.2.1 Subject to the conditions precedent that the Pre-Subscription Dividend is declared by SB Wings and the SB Wings Repurchase is effected, Pivotal Global undertakes to subscribe for the Pivotal Subscription Shares on the Pivotal Subscription Date, subject to receipt of the written notification referred to in paragraph 12.2.1 above;

12.2.2.2 Pivotal Global will pay the Pivotal Subscription Consideration in US Dollars by electronic funds transfer (free of deduction or set-off) into such banking account in Mauritius as shall have been nominated by Delta;

12.2.2.3 Delta undertakes to issue the Pivotal Subscription Shares to Pivotal Global off the Mauritian register of Delta on the Pivotal Subscription Date against receipt of the Pivotal Subscription Consideration; and

12.2.2.4 Pivotal Global will only be entitled to distributions in respect of the Pivotal Subscription Shares, to the extent that they are declared in respect of the period commencing on the Pivotal Subscription Date. Pivotal Global will, within 5 business days of the receipt of a distribution for such share, pay to Delta an amount equal to any distribution received by it to the extent that it was declared in respect of a distribution period which ended before the Pivotal Subscription Date, calculated on a pro rata basis where required. For the purposes of the above, a “distribution period” means the financial period in respect of which Delta declares the relevant distribution.

12.3 Delta Subscription

12.3.1 Subject to (i) the Pre-Subscription Dividend being declared by SB Wings, (ii) the SB Wings Repurchase being effected and (iii) the Pivotal Subscription being implemented, Delta will subscribe for the Delta Subscription Shares in SB Wings on the Delta Subscription Date for the Delta Subscription Consideration.

12.3.2 SB Wings will allot and issue the Delta Subscription Shares to Delta against settlement of the Delta Subscription Consideration.

12.3.3 Ownership, risk in and all benefit attaching to the Delta Subscription Shares will pass to Delta upon allotment and issue to it of the Delta Subscription Shares.

12.4 Delta Subscription Consideration

12.4.1 The Delta Subscription Consideration will amount to the sum of:

12.4.1.1 an amount equal to 37.1% of the net equity value of Oando Wings; and

12.4.1.2 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities and assets of SB Wings (excluding its 37.1% interest and related loans to Oando Wings), as at the Wings Effective Time (but excluding any amount relating to the Pre-Subscription Dividend and the SB Wings Repurchase); and

12.4.1.3 less an amount equal to the Wings Share Purchase Consideration.

12.4.2 The net equity value of Oando Wings shall be calculated as follows:

12.4.2.1 the agreed gross market value of the Wings Development, being USD297 402 594;

12.4.2.2 minus the amount of debt funding of Oando Wings as at the Wings Effective Time;

12.4.2.3 plus (if the amount is positive) or minus (if the amount is negative) the net working capital of Oando Wings as at the Wings Effective Time; and

12.4.2.4 plus (if the amount is positive) or minus (if the amount is negative) the net amount of any provisions, liabilities (excluding debt funding) and assets of Oando Wings (including any tax liabilities that have arisen up to the Delta Subscription Date and the mark-to-market value of any hedges or similar instruments) which are not taken into account in calculating the net working capital.

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12.4.3 Pivotal shall no later than 08:00 (South African time) on the 15th business day prior to the Pivotal Subscription Date deliver to Delta pro forma balance sheets of Oando Wings and of SB Wings as at the Wings Effective Time (“Pro Forma Wings Effective Date Accounts”), which will, inter alia, include a calculation of the net equity value of Oando Wings (“Estimated Oando Wings Net Equity Value”) as at the Wings Effective Time and of the Delta Subscription Consideration as at the Wings Effective Time. Should Delta dispute the Pro Forma Wings Effective Date Accounts, the dispute will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

12.4.4 Subject to receipt of the Pivotal Subscription Consideration (and notwithstanding the fact that the Pivotal Subscription Consideration may have been reduced pursuant to the application of paragraph (ii) in the definition of Pivotal Subscription Shares, as set out in the Definitions and Interpretation section of these Listing Particulars) the Delta Subscription Consideration (limited to the Pivotal Subscription Consideration) will be paid by Delta to SB Wings in US Dollars on the Delta Subscription Date, with the balance of the funds being paid within 90 days from the subscription date.

12.5 Wings Share Purchase

12.5.1 Immediately following and subject to:

12.5.1.1 settlement of the amounts relating to the Pre-Subscription Dividend and the SB Wings Repurchase; and

12.5.1.2 the issue of the Delta Subscription Shares,

Pivotal shall sell to Delta, which shall purchase, the Wings Sale Share for the Wings Share Purchase Consideration.

12.5.2 Ownership of, risk in and all benefit attaching to the Wings Sale Share will, against payment of the Wings Share Purchase Consideration, pass to Delta at the relevant time, as referred to in paragraph 12.5.1 above.

12.5.3 Possession and effective control of the Wings Sale Share will be given to Delta at the relevant time, as referred to in paragraph 12.5.1 above.

12.6 Wings Effective Date Accounts

12.6.1 Delta will procure the preparation and delivery of the “Wings Effective Date Accounts” to the parties as soon as possible after the Delta Subscription Date but in any event not later than 90 days thereafter, the costs of which will be paid equally by Delta and Pivotal. The Wings Effective Date Accounts shall include a calculation and written certification by Delta of, inter alia, the actual net equity value of Oando Wings and a recalculation of the Delta Subscription Consideration. Any dispute between Delta and Pivotal regarding the Wings Effective Date Accounts will be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

12.6.2 If the recalculated Delta Subscription Consideration, contemplated in paragraph 12.6.1 above, as finally determined is less than the Delta Subscription Consideration actually paid, Pivotal shall be liable to Delta for payment of an amount equal to the shortfall, and such amount shall be paid in cash no later than 20 business days after it has been determined to be payable.

12.7 Income guarantee

12.7.1 For the purposes of this paragraph 12.7:

12.7.1.1 “First Guarantee Period” means the period of 12 months commencing on the Delta Subscription Date;

12.7.1.2 “Guarantee Period” means the First Guarantee Period or the Second Guarantee Period, as applicable;

12.7.1.3 “Guaranteed Premises” means the following premises, which according to the existing development plan are intended to form part of the Wings Development once completed:

12.7.1.3.1 the total of 13 436 square meters of planned office space and restaurant space in respect of which, as at the signature date of the Wings Agreement, no leases with tenants have been entered into; and

12.7.1.3.2 the total of 292 planned parking bays in respect of which, as at the signature date of the Wings Agreement, no leases with tenants have been entered into;

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12.7.1.4 “Projected Amount” means:

12.7.1.4.1 in relation to the office and restaurant space contemplated in paragraph 12.7.1.3.1:

12.7.1.4.1.1 in respect of the First Guarantee Period, total rental income based on a monthly rental per square meter of USD76; and

12.7.1.4.1.2 in respect of the Second Guarantee Period, total rental income based on a monthly rental per square meter of USD76, escalated by 4%; and

12.7.1.4.2 in relation to the parking space contemplated in paragraph 12.7.1.3.2:

12.7.1.4.2.1 in respect of the First Guarantee Period, total rental income based on a monthly rental per parking bay of USD180; and

12.7.1.4.2.2 in respect of the Second Guarantee Period, total rental income based on a monthly rental per parking bay of USD180, escalated by 4%; and

12.7.1.5 “Second Guarantee Period” means the period of 12 months commencing on the first day after the end of the First Guarantee Period.

12.7.2 The Delta Subscription Consideration has been agreed on the assumption that Oando Wings would, as part of the rental income it receives in respect of the Wings Development in respect of each of the Guaranteed Periods, receive the relevant Projected Amounts as rental income in respect of the Guaranteed Premises, and accordingly that:

12.7.2.1 the net income which Oando Wings would be able to distribute to the SB Wings after deduction of the applicable operating expenses, interest and taxes (including withholding taxes), would take into account such assumed rental income; and

12.7.2.2 the annual income distributions which the SB Wings in turn will be able to make to its shareholder, Delta, after deduction of all applicable costs, expenses and taxes (including withholding taxes), would take into account such assumed rental income of Oando Wings.

12.7.3 The parties to the Wings Agreement have accordingly agreed to ensure that, if such assumed rental income in respect of the Guaranteed Premises is not received in full by Oando Wings, Delta is compensated by Pivotal (in the form of a payment which constitutes replacement income) in respect of the resulting reduction in the amount of the income it has received or will receive from SB Wings in the form of distributions in respect of the relevant Guarantee Period (“Income Reduction Amount”).

12.7.4 Delta shall, as soon as practicable after the end of each Guarantee Period, prepare a detailed calculation of the actual amounts of rental income received by Oando Wings in respect of the relevant Guaranteed Premises and the relevant Guarantee Period and, if such amounts are less than the Projected Amounts, it shall also calculate the resulting Income Reduction Amount, and it shall deliver such calculations, supported by detailed workings and all underlying documentation, to Pivotal (“Delta’s Calculations”).

12.7.5 For purposes of the relevant calculations:

12.7.5.1 all amounts shall be denominated in US Dollars; and

12.7.5.2 the various tax rates applicable as at the signature date of the Wings Agreement will be applied.

12.7.6 If Pivotal wishes to dispute any aspect of Delta’s Calculations, it shall deliver written notice of such dispute to Delta by no later than 5 business days after receipt thereof, failing which Delta’s Calculations will be final and binding on the parties. If Pivotal has raised a dispute, the dispute shall be referred to an independent chartered accountant for determination, acting as expert and not as arbitrator.

12.7.7 If it has been determined that there is an Income Reduction Amount, Pivotal will pay to Delta an amount (in US Dollars) equal to the Income Reduction Amount, by no later than 5 business days after the date of the determination.

12.7.8 If valid leases are entered into with tenants in respect of any portion of the Guaranteed Premises and in respect of any portion of any Guarantee Period, the relevant portion of the Guaranteed Premises shall in respect of the relevant portion of the Guarantee Period be released from and not be subject to the income guarantee.

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12.8.1 Pivotal has provided Delta with limited warranties under the Wings Agreement, such warranties being given, inter alia, in relation to the share capital of SB Wings and of Oando Wings.

12.8.2 Any party to the Wings Agreement will be entitled to cancel the agreement by written notice during the 30 day period immediately following 31 August 2017, should practical completion of the Wings Development not have been achieved prior to that date.

13. DISPOSALS

No material immovable properties and/or fixed assets and/or securities and/or business undertakings have been disposed of in the three years preceding these Listing Particulars, or are intended to be disposed of within the first six months after the Last Practicable Date.

14. ADDITIONAL INFORMATION

14.1 Principal immovable property owned and leased

The situation, area and tenure, including, in the case of leasehold property, the rental and unexpired term of the leases, of the principal immovable properties occupied by the Group, are detailed in Annexure LP15.

14.2 Promoters’ and other interests

14.2.1 No cash or securities was paid or benefit given or is proposed to be paid or given within the three preceding years to any promotor, not being a director.

14.2.2 As indicated in the Circular, the Promoters Agreement was concluded on 2 December 2015 between Delta and the Promoters pursuant to which, inter alia, the Promoters will source investment and development opportunities for Delta. Detailed information regarding the Promoters Agreement, including the incentive arrangements thereunder appear in paragraph 10 of the Circular.

14.2.3 Save as detailed in the Promoters Agreement, no Director or promoter has any material beneficial interest, direct or indirect, in the promotion of Delta.

14.3 Underwriting and commission

14.3.1 No commissions were paid, or accrued as payable, by Delta within the three years preceding the date of these Listing Particulars in respect of any underwriting, save for a commitment fee of between 1% and 1.5% which was payable on the capital raised by Delta to AfrAsia CM Stanlib, PIC, Delta Property Fund Limited and Coro Capital.

14.3.2 No commissions, discounts, brokerages or other special terms have been granted by Delta within the three years preceding the date of these Listing Particulars in connection with the issue or sale of any securities, stock or debentures in the capital of Delta.

14.4 Material contracts

14.4.1 Save for the Framework Agreement, Freedom Termination Agreement and Promoters Agreement, the details of which appear in the Circular, neither Delta nor any of its Major Subsidiaries have entered into any material contracts otherwise than in the ordinary course of business:

14.4.1.1 within a period of two years prior to the date of these Listing Particulars; or

14.4.1.2 at any time, where such agreements contain an obligation or settlement that is material to Delta or its subsidiaries at the date of these Listing Particulars.

14.4.2 SB Wings, Oando Wings, ADH and BM Naivasha have not entered into any material contracts otherwise than in the ordinary course of business:

14.4.2.1 within a period of two years prior to the date of these Listing Particulars; or

14.4.2.2 at any time, where such agreements contain an obligation or settlement that is material to such company or its subsidiaries at the date of these Listing Particulars.

14.4.3 The Delta Group is not subject to any royalty agreements.

14.5 Government protection and investment encouragement law

S&C Limitada, in relation to the Anadarko Building in Mozambique, has qualified to be part of the Mozambique foreign direct investment promotion agreement (“CPI”). The CPI approval allows for increased capital allowances on buildings, effectively reducing the taxable income. In addition, the CPI approval provides for certain guarantees of dividend flows and capital repatriation.

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15. ADVISERS’ CONSENTS

The Independent Reporting Accountants and each of the experts whose names appear in the “Corporate Information” section of these Listing Particulars, have given and have not, prior to formal approval of these Listing Particulars by the JSE, withdrawn their written consents to the inclusion of their names, and acting in the capacities stated and, where applicable, to their reports being included in these Listing Particulars.

16. EXPENSES

The estimated costs of preparing and distributing the Circular and the Listing Particulars and all other annexures, holding the General Meeting and implementing the Pivotal Transaction and the Cat 2 Acquisitions, including the fees payable to professional advisors, are approximately USD 4 086 849, excluding Value Added Tax, and include the following:

Expenses USD

Sponsor and corporate advisor – PSG Capital 178 571Corporate advisor – PSG Capital 71 429Independent Reporting Accountants – BDO 39 176SEM authorised representative – Intercontinental Fund Services Limited 10 000Share issue expenses – PSG Capital (1) 1 329 302Debt restructuring fees – RMB / SBSA 857 641Attorneys – Cliffe Dekker Hofmeyr 4 100Independent Property Valuer – JLL 62 000Independent Property Valuer – Quadrant 10 000Legal agreements and advisory – Cliffe Dekker Hofmeyr 50 000Legal opinions – C&A Law 20 000Legal fees on loan documents – BG 55 000SEM fees and JSE fees 74 000Legal / Tax DD in Nigeria – PWC 40 000Legal / Tax DD in Kenya – PWC 25 000New bond registration fees 571 671Notary fee – Nigeria 275 840Printing, publications and announcements 20 000Roadshow, investor meetings and inaugural board meeting 102 000Competition commission 10 000Contingency 285 129

Estimated total 4 086 849

Note:(1) PSG Capital’s estimated fee relates to the capital raised (and to be raised) by Delta in order to pursue the Cat 2 Acquisitions and is not in respect

of the Acquisition.

17. LITIGATION STATEMENT

There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which the Company is aware, which may have or have over the previous 12 months had a material effect on the financial position of the Delta Group, SB Wings, Oanda Wings, ADH or BM Naivasha.

18. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies thereof, will be available for inspection by Shareholders during normal business hours at the Company’s registered office, the office of Delta’s SEM sponsor, Capital Markets Brokers, and the offices of Delta’s JSE sponsor, PSG Capital, the details of which are provided in the Corporate Information section from 4 April 2016 until 6 May 2016 (both days inclusive):

18.1 the constitution of the Company and the corresponding statutory documents of its major subsidiaries and of SB Wings, Oando Wings, ADH and BM Naivasha;

18.2 the Framework Agreement;

18.3 the Acquisition Agreements;

18.4 the Asset Management Agreement;

18.5 the Freedom Termination Agreement;

18.6 the Promoters Agreement;

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18.7 the following reports by the Independent Reporting Accountants:

18.7.1 Independent Reporting Accountants’ report on the pro forma financial information of Delta, prepared in accordance with the JSE Listings Requirements, as reproduced at Annexure 2 of the Circular;

18.7.2 Independent Reporting Accountants’ report on the forecast financial information in respect of the Acquisition Portfolio, as reproduced at Annexure 4 of the Circular;

18.7.3 Independent Reporting Accountants’ report on the value and existence of the assets and liabilities acquired, as reproduced at Annexure 5 of the Circular; and

18.7.4 Independent Reporting Accountants’ report on the forecast financial information in respect of the Property Portfolio, as reproduced at Annexure LP3 to these Listing Particulars;

18.8 accountants’ report, prepared in accordance with the SEM Rules, as reproduced at Annexure LP16 to these Listing Particulars;

18.9 the detailed property valuation report by JLL in respect of the Acquisition Portfolio, as well as the abridged report as reproduced at Annexure 6 of the Circular;

18.10 the detailed property valuation reports by the Valuers in respect of the Property Portfolio, as well as the abridged reports as reproduced at Annexure LP4 to these Listing Particulars;

18.11 the audited annual financial statements of Delta for the last three financial years, being the financial year ended 31 August 2013, the 10 months ended 30 June 2014 and the financial year ended 30 June 2015;

18.12 the employment agreements of:

18.12.1 BA Corbett; and

18.12.2 LP van de Moortele;

18.13 the property management agreements referred to in paragraph 2.5 of these Listing Particulars; and

18.14 a copy of the Circular and these Listing Particulars and all other annexures hereto.

SIGNED AT EBÈNE ON 1 April 2016 ON BEHALF OF ALL THE DIRECTORS OF DELTA AFRICA PROPERTY HOLDINGS LIMITED, AS LISTED BELOW, IN TERMS OF POWERS OF ATTORNEYS SIGNED BY SUCH DIRECTORS

SH Nomvete(Chairman)

SH Nomvete ID MacleodBA Corbett CK GujadhurLP van de Moortele M DoorgakantP Todd G Pearson

120

ANNEXURE LP1

CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF DELTA (PRESENTED IN ACCORDANCE WITH THE SEM RULES)

The pro forma financial effects set out below have been prepared and are presented in terms of the SEM Rules and should not be relied upon from a JSE Listings Requirements perspective.

The pro forma financial effects of Delta are the responsibility of the Directors of Delta. The pro forma financial effects detailed in this Annexure, have been prepared in accordance with the SEM Rules, for illustrative purposes only, to illustrate the effects of the Acquisition and Acquisition Issue, the Pivotal Subscription, the Cat 2 Acquisitions and Termination Issue on Delta’s financial position, and due to its nature, may not fairly present Delta’s financial position, changes in equity, results of operations or cash flows, after implementation.

Pro forma statement of financial position of Delta

The pro forma statement of financial position set out below has been prepared in accordance with the format and accounting policies adopted by Delta in presenting its audited annual financial statements for the year ended 30 June 2015.

121

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123


1. The figures set out “before the Pivotal Transaction and Cat 2 Acquisitions” have been extracted directly, without adjustment from the published audited Group Annual Financial Statements of Delta Africa Property Holdings Limited as at 30 June 2015.

2. Pro forma adjustments made on Cat 2 Acquisitions:

2(a) The acquisition of Kitwe Mukuba Investments Limited (“KIML”), for a total consideration of USD17 530 465 (excl capital costs) which will be fully funded through the issue of new equity shares of approximately 10 810 305 shares at an issue price of USD1.70 per share. KIML owns 50% of the shares of Mukuba Mall Limited, a Zambian company, which is equity accounted for and treated as an investment in associate.

2(b) The acquisition of Ndola Kafubu Investments Limited (“NKMI”), for a total consideration of USD4 075 831 (excl capital costs) which will be fully funded through the issue of new equity shares of approximately 2 397 548 shares at an issue price of USD1.70 per share. NKMI owns 50% of the shares of Kafubu Mall Limited, a Zambian company, which is equity accounted for and treated as an investment in associate.

2(c) The acquisition of Barclays House was treated as an asset acquisition for a total purchase consideration of MUR470 000 000, approximately USD13.5 million which will be funded through the issue of new equity shares of approximately 5 128 513 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD6 million.

2(d) The acquisition of the property known as VDE TETE will be acquired for a total purchase consideration of USD33 085 000, which will be funded through the issue of new equity shares of approximately 10 931 221 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD16 million.

2(e) The acquisition of the Bollore asset in Mozambique will be acquired for a total purchase consideration of USD8 859 948 (including estimated capital costs) which will be funded through the issue of new equity shares of approximately 2 858 793 shares at an issue price of USD1.70 per share, with the balance funded through external debt of USD4 million.

2(f) The acquisition of the Zimpeto Square was acquired for a total purchase consideration of USD10 200 000 plus costs of USD495 000, which has been funded through equity raised in the previous capital raise of USD4 950 682 and debt of USD5 700 000.

3. Pro forma adjustments on Pivotal Subscription:

The Pivotal Subscription will result in the issue of approximately 32 451 806 Delta ordinary Shares to Pivotal Global at an issue price equal to the agreed Delta NAVPS of USD1.70 per Share, in the manner as set out in paragraph 5.2 of the Circular. The funds will be utilised to acquire the shares in SB Wings (see note 4(b) below).

4. Pro forma adjustments on Acquisition Issue:

4(a) The acquisition by Delta Africa of Pivotal’s entire 100% shareholding in ADH, having as its sole asset a 45.5% shareholding in BM Naivasha which is undertaking a retail, commercial and entertainment centre development in Naivasha, Kenya, as well as all amounts owing by ADH to Pivotal, for the purchase consideration of USD4 089 000, which is to be settled through the issue of approximately 1 602 353 new Delta ordinary Shares to Pivotal in the manner set out in paragraph 11.2.4 in these Listing Particulars. The investment in ADH will be financed through the issue of new equity shares amounting to USD2 724 000 at USD1.70 per share and debt financing of USD1 365 000. The pro-forma consolidated position takes into account that the investment in subsidiary (ADH) is eliminated and the investment in associate (BM Naivasha) is equity accounted for in terms of IAS 28 as ADH owns 45.5% the issued share capital of BM Naivasha.

4(b) The acquisition by Delta Africa of a 100% shareholding in SB Wings, having as its sole asset a 37.1% shareholding in Oando Wings which is undertaking a large office development in Lagos, Nigeria, as well as all amounts owing by SB Wings to Pivotal, for the purchase consideration of approximately USD73 236 000. The purchase consideration is to be settled in cash of approximately USD55 168 071 raised via the Pivotal Subscription (see note 3 above) and debt financing of USD18 068 071. The pro forma consolidated position takes into account that the investment in subsidiary (SB Wings) is eliminated and the investment in associate (BM Naivasha) is equity accounted for in terms of IAS 28 as SB Wings owns 37.1% the issued share capital of Oando Wings.

ADH and SB Wings, both wholly owned subsidiaries, are newly incorporated entities with a 31 December 2015 financial year, which have been audited by BDO Mauritius. The investment in associate represents fair value of the underlying property of BM Naivasha and SB Wings respectively for the 45.5% and 37.1% ownership stake as per the signed purchase and sale agreements.

5. The costs of the internalisation of the Manco amounted to USD5 100 000, which was treated as an intangible asset due to the fact future economic benefits to be derived from the asset management fees charged to the property holding companies within the Group in terms of IFRS Accounting Standards, IAS 38. The cost of the Termination Issue will be funded through the issue of 3 000 000 new Delta Africa shares at USD1.70 per share.

6. The net asset value per share and the net tangible asset value per share are calculated based on the actual number of shares in issue on 30 June 2015 and adjusted for the number of shares to be issued in terms of the Pivotal Transactions and the Cat 2 Acquisitions.

124

PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Before the Termination

Issue(1)Termination

Issue(2)

After theTermination

Issue

USD USD USD

Gross rental income 13 918 198 – 13 918 198Straight-line rental income accrual 2 622 295 – 2 622 295

Revenue 16 540 493 – 16 540 493Investment income – – –Advisory and management fees – 2 828 683 2 828 683Property operating expenses (3 477 760) – (3 477 760)

Net property income 13 062 733 2 828 683 15 891 416Other income 384 061 – 384 061Administrative expenses (1 711 295) (2 933 967 (4 645 262)

Profit/(loss) from operations 11 735 499 (105 284) 11 630 215Acquisition fees (3 291 940) – (3 291 940)Acquisition fees – Asset management fees (2 098 563) – (2 098 563)Acquisition fees – Other (1 193 377) – (1 193 377)Set-up costs (829 279) – (829 279)Fair value adjustment 4 560 458 – 4 560 458Disposal in investment in subsidiaries – – –Gain from bargain purchase 3 504 523 – 3 504 523Unrealised foreign currency loss (11 803 314) (34 341) (11 837 655)Realised foreign currency gain 551 853 – 551 853

Profit/(loss) before interest and taxation 4 427 800 (139 624) 4 288 176Interest income 91 477 – 91 477Finance costs (3 640 293) – (3 640 293)

Profit/(loss) for the period before tax 878 984 (139 624) 739 360Current tax expense (78 542) – (78 542)Deferred tax expense (617 062) – (617 062)

Profit/(loss) for the period after tax 183 380 (139 624) 43 756Other comprehensive income –(Loss)/profit on translation of functional currency (838 254) – (838 254)

Total comprehensive (loss)/income (654 874) (139 624) (794 498)Headline earnings reconciliation –Basic earnings 183 380 (139 624) 43 756Less: Fair value adjustments on investment property (net of deferred taxation) (4 560 458) – (4 560 458)Change in fair value of investment property (4 560 458) – (4 560 458)Deferred taxation on investment property revaluation – – –Gain from bargain purchase (3 504 523) – (3 504 523Disposal of subsidiary – – –

Headline earnings/(loss) attributable to shareholders (7 881 601) (139 624) (8 021 225)Basic earnings per share (cents) 0.39 0.09Headline earnings/(loss) per share (cents) (16.73) (17.03)Weighted average number of shares in issue 47 104 830 47 104 830

Notes and assumptions:1. The figures set out “before the Termination Issue” have been extracted directly, without adjustment from the published audited Group Annual Financial

Statements of Delta Africa Property Holdings Limited as at 30 June 2015.2. The impact of the Termination Issue is taken from the reviewed Annual Financial Statements of the Asset Manager as at 30 June 2015. The Asset

Manager will charge the Delta Africa group advisory and asset management fees on a monthly basis and if internalised, the associated operating and consulting fees of USD2 933 967 have been adjusted for in the pro forma Statement of Comprehensive Income. The asset management fees accounted for above consist of 1% acquisition fees for new assets acquired amounting to USD2 098 562.50 and an annual 0.5% asset management fee of USD730 120.50.

3. All adjustments are expected to have a continuing effect.4. No impact on the pro forma Statement of Comprehensive Income is disclosed for the Acquisition, Acquisition Issue and the Cat 2 Acquisitions as they

solely relate to the acquisition of properties for which forecast financial information is provided in the Circular. Accordingly, no disclosure of the impact on the Statement of Comprehensive Income is required in terms of section 13 of the JSE Listings Requirements.

125

ANNEXURE LP2

FORECAST FINANCIAL INFORMATION FOR THE PROPERTY PORTFOLIO

Delta’s profit forecasts for the entire Property Portfolio (including, for the avoidance of doubt, the Acquisition Portfolio) have been prepared for the 12 month periods ending 30 June 2016 and 30 June 2017 (collectively, “Delta forecast periods”). The forecasts have been prepared on the assumption that the effective date of transactions was 1 March 2016 in respect of the Naivasha Acquisition and 1 September 2016 in respect of the Wings Acquisition.

The profit forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the Directors, provided that, in this regard, Delta and the Independent Reporting Accountants have reviewed the reasonableness of representations and information received from Delta. The forecasts must be read in conjunction with the Independent Reporting Accountants’ report thereon, which is attached as Annexure LP3 hereto.

The profit forecasts have been:

• prepared in accordance with Delta’s accounting policies and in compliance with IFRS; and• a limited review was conducted by the Independent Reporting Accountants whose report is contained in Annexure LP3.

Period ending 30 June 2016USD

Period ending 30 June 2017USD

Gross rental income 24 970 022 28 651 240Straight-line rental income accrual 1 860 838 1 117 424

Revenue 26 830 860 29 768 664Property operating expenses (4 279 717) (4 919 450)Income from associates 564 688 11 603 786Net property income 23 115 831 36 453 000Other income 600 000 –Administrative expenses (2 622 003) (3 743 497)Operating profit 21 093 828 32 709 503Acquisition fees – other (302 500) (2 597 000)Manco Acquisition (918 050) –Set-up costs – –Fair value adjustment on investment property 8 116 733 8 980 664Realised foreign currency gain – –Unrealised foreign currency loss (637 670) (1 587 803)Profit/(Loss) before interest and taxation 27 352 341 37 505 364Interest income – –Interest expense (9 959 577) (9 119 754)Interest intercompany – –Profit/(Loss) for the period before tax 17 392 764 28 385 610Current tax expense (1 074 296) (1 996 137)Deferred tax expense (542 797) (279 774)Profit/(Loss) for the period after tax 15 775 671 26 106 699Reconciliation of basic earnings, headline earnings and distributable earningsBasic earnings 15 775 671 26 109 699Less: Fair value adjustments on investment property (net of deferred tax) (8 116 733) (8 980 664)Gain from bargain purchase – –Disposal of subsidiary – –Headline earnings attributable to shareholders 7 658 938 17 129 035

Number of shares in issue at year-end 114 904 960 149 169 634Weighted average number of shares * 90 154 081 143 349 333

Earnings per shareBasic and diluted profit/(loss) per share (cents) 17.50 18.21Headline earnings per share (cents) 8.50 11.95

DistributionTotal distribution to shareholders 11 324 689 17 855 747Dividend per share (cents) 11.63 11.97Weighted average dividend per share (cents) 12.56 12.46

126

Main assumptions and comments on the forecast financial information

Assumptions considered to be significant are disclosed below, however, the assumptions disclosed are not intended to be an exhaustive list.

Assumptions that are under the control of the Directors

• The forecast information is based on information derived from the vendors, the independent valuer, the historical financial information and the Directors’ knowledge of and experience in the property industry.

• The number of shares in issue at year end is based on the anticipated number of shares to be issued.• Contracted revenue, which comprises rental income and expense recoveries from existing tenants, is based on

existing lease agreements for the duration of such agreements and revenue guaranteed by vendors by way of vacancy guaranties where applicable.

• Rental income in respect of current vacant space, reported under forecast gross rental income, has been excluded from the forecast information except where a vacancy guarantee has been provided by the vendor or a lease has been signed but not yet come into effect.

• Leases expiring during the respective forecast periods have been forecast on a lease-by-lease basis. In circumstances where the tenants occupy the premises on a month-to-month basis, it has been assumed that where such tenants have indicated that they are satisfied with the premises, they will continue to occupy the premises at the same rates and escalations. In circumstances where the existing lease agreements will expire during the periods under review and the current tenants have indicated that they are satisfied with the premises, it has been assumed that such tenants will continue to occupy the premises at the same rates and escalations as per the existing lease agreement, unless they have specifically indicated otherwise.

• Forecast uncontracted rental income included in the forecast information amounts to 1.2% for the year ending 30 June 2016 and 1.6% for the year ending 30 June 2017 of the total forecast rental income for the respective forecast periods.

• Total operating expenditure has been forecast on a line-by-line basis for each property based on management’s review of the historical financial information, discussion with the property manager and the director’s knowledge of and experience in the property industry.

• Straight-line rental adjustments are performed on an individual lease basis, are based on current lease agreements and exclude any assumptions of renewals or new leases during the respective forecast periods.

• The properties underlying the forecast comprise:

(1) Existing portfolio:

(a) Anadarko Building, Maputo, Mozambique

(b) Anfa Place Shopping Complex, Casablanca, Morocco

(c) Hollard Building, Maputo, Mozambique

(d) Vodacom Building, Maputo, Mozambique

(2) Other Category 2 acquisitions concluded:

(a) Zimpeto Square, Maputo, Mozambique

(b) Kafubu Mall, Ndola, Zambia

(c) Makuba Mall, Kitwe, Zambia

(d) Barclays House Buildings, Ebene,

(e) Vale Accommodation Compound, Tete, Mozambique

(f) Bollore Warehouse, Pemba, Mozambique

(3) Pivotal Acquisition

(a) Buffalo Mall, Navaisha, Kenya

(b) Oando Wings, Lagos, Nigeria

For additional information on the assets acquisition price, date of acquisition please see below:

The Makuba Mall and Kafubu Mall’s SPV’s are accounted for as investments as associates. On initial recognition and consolidation of these associates underlying investment property is restated to the value attributed by the independent valuer. The purchase price is assumed to equate to the value attributed by the independent valuer and no goodwill is recorded.

The acquisition of the remaining properties comprises the acquisitions of investment properties only, and do not include the associated rental and property management businesses. These acquisitions are therefore not considered to be the

127

acquisition of a business and are therefore accounted for in terms of IAS 40: Investment Property. Investment property is initially recognised at the acquisition consideration attributable to the underlying investment (including acquisition costs of USD58.1 million in aggregate). As it is the Company’s accounting policy to carry investment property at fair value the investment property is subsequently re-measured at fair value through profit and loss.

Fair value adjustments to investment properties, calculated as the difference between the valuations provided by the independent valuers and the aggregate purchase consideration including capitalised acquisition costs, have been provided for in respect of the year ending 30 June 2016. The Company has adopted the fair value model to account for investment properties and after initial recognition, a gain or loss arising from a change in fair value is recognised in profit or loss for the period in which it arises. The fair value adjustments are assumed to be made in the period in which the acquisition becomes effective. The aggregate purchase consideration for the combined portfolio of USD230.9 million is settled as follows:

• USD46.4 million of the aggregate purchase consideration will be settled with cash generated by the capital raise as a vendor consideration placement;

• USD73.1 million of the aggregate purchase consideration will be settled with a specific issue and vendor consideration placements to Pivotal Global;

• USD6.1 million of the aggregate purchase consideration will be settled through the issue of shares to the vendors of the VALE Accommodation Compound, Buffalo Mall Naivasha;

• USD103.9 million is settled in cash, funded by a combination of interest-bearing borrowings; • USD1.4 million of the aggregate purchase consideration, payable in respect of the Buffalo Mall Naivasha remains as

a Vendor Loan;• Material items of expenditure include electricity, water, cleaning, security, marketing, insurance and staff costs for the

years ending 30 June 2016 and 30 June 2017;• Forecast overhead expenses and property management fees are not comparable with historic expenditure due to the

change in the asset and property management. Other material expenditure items are not expected to change by more than 15% between historical and forecast expenditure; and

• These forecast statements of comprehensive income have been compiled utilising the accounting policies of Delta.

Assumptions that are NOT under the control of the Directors

• No unforeseen market and economic factors that will affect the tenant’s ability to meet their commitments in terms of existing lease agreements have been included.

• The properties comprising the property portfolio are transferred on or before 1 March 2016 and 1 September 2016 (for the Oando Wings Complex).

• The capital raise is completed successfully by issuing 24.6 million shares at USD1.70 per share raising gross proceeds of USD41.8 million which will be utilised to settle capital raising, listing and acquisition costs and to partly settle interest bearing borrowings originating from the acquisitions. The capital raise is assumed to be completed on or before 31 March 2016.

• Interest payable on the debt funding will be at an average rate of 5.82%.• Should a REIT structure be introduced, Delta will not incur any adverse tax effects.

The forecast statements of comprehensive income have been prepared using the accounting policies of Delta.

128

ANNEXURE LP3

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE FORECAST FINANCIAL INFORMATION IN RESPECT OF THE PROPERTY PORTFOLIO

The DirectorsDelta Africa Property Holdings LimitedLevel 5 Alexander House35 CybercityEbene72201

24 March 2016

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANT’S LIMITED ASSURANCE REPORT ON THE UNAUDITED FORECAST STATEMENTS OF COMPREHENSIVE INCOME FOR THE LISTING PARTICULARS

1. INTRODUCTION

Delta Africa Property Holdings Limited (“Delta” or the “Company”) has concluded an acquisition agreement with the Pivotal Fund Limited (“Pivotal”) to acquire additional assets (the “Acquisition Assets”) on or around 17 November 2015 (the “Acquisition”). In terms of the Johannesburg Stock Exchange (“JSE”) Listings Requirements (the “JSE Listings Requirements”) Delta are required to issue the Listing Particulars of the Company which will only be effective if the Acquisition is approved by the Delta shareholders and is implemented.

We have examined the unaudited forecast statements of 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”) of the entire Delta property portfolio for the 12 months ending 30 June 2016 and the 12 months ending 30 June 2017, as set out in Annexure LP2 to the Listing Particulars to be dated on or about 30 March 2016.

2. DIRECTORS’ RESPONSIBILITY

The Directors 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 JSE Listings Requirements, includes:

• determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the Forecast Information;

• whether the Forecast Information have been properly compiled on the basis stated; and• whether the Forecast Information is presented on a basis consistent with the accounting policies of Delta.

3. 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 Delta shareholders. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information, ISAE 3400 and the SAICA Circular entitled the Reporting Accountants’ Responsibilities in terms of Section 13 of the Listings Requirements of the JSE. 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;• 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 Delta

for the period concerned.

129

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.

4. INFORMATION AND SOURCES OF INFORMATION

In arriving at our conclusion, we have relied upon forecast financial information prepared by the management of Delta and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:

• the historical financial information in respect of the properties;• management prepared forecasts for the financial years ending 30 June 2016 and 30 June 2017;• lease agreements for a sample of the leases for the properties as set out below;• the acquisition agreements;• Indicative funding terms with the providers of the senior debt as represented by management;• discussions with the Directors regarding the Forecast Information;• discussions with Directors regarding the prevailing market and economic conditions;• discussions with the Directors regarding reasonableness of the forecast renewals of expiring leases; and • valuation reports in respect of the properties, prepared by Jones Lang LaSalle Proprietary Limited, Quadrant

Properties Proprietary Limited and Broll Indian Ocean Limited (the “External Property Valuers”).

5. PROCEDURES

In arriving at our conclusion we performed the following procedures in terms of section 13 of the JSE Listings Requirements:

Rental income

• Selections were made from the forecast contracted rental income streams per the profit forecast for the properties and agreed to the underlying lease agreements. The total coverage obtained was as follows: – 74% and 73% of the forecast contracted rental income for the year ending 30 June 2016 and 30 June 2017

respectively.• Analytical procedures were performed to assess the reasonableness of management’s assumptions over both

the period of vacancy between tenants and the escalation rate applied in terms of sections 13.14(d) and (e) of the JSE Listings Requirements.

• The straight-lining adjustment required by IFRS, of rental income generated by operating leases, was recalculated and agreed to the forecast model on a sample basis.

• Turnover rentals were discussed with the property managers and analytical procedures were performed to assess the reasonableness thereof.

• Existing lease agreements that will expire during the period under review were discussed individually with the property managers. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that the existing tenant will renew the lease agreement and the resultant uncontracted rental income has been included in the forecast.

Property

For a sample of properties forecast expenses were compared to the historical expenses and budgeted expenses (vendor budgets). Explanations were obtained for any significant differences.

Forecast recoveries as contained in the profit forecast model were selected for the property portfolio and agreed to the underlying lease agreements where applicable and discussed with the property managers. Recoveries were compared against the correlating expense forecast and explanations were obtained for any significant variances in the correlation compared to prior period audited figures and market available data.

Portfolio expenses

The forecast interest receivable, head office costs, property management fees and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated. Certain expenses were also compared to industry benchmarks in order to assess their reasonableness.

Material expenses were compared to supporting documentation in the form of quotations and management and third party prepared calculations.

130

Material expenditure items

The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by paragraph 13.14(g) of the Listings Requirements, were disclosed.

Application of accounting policies

We ascertained that the accounting policies were applied consistently in the preparation of the Forecast Information.

Model review

In order to ensure that the forecast model for the property income and expenses was mathematically accurate we performed a high level review to determine the consistency and mathematical accuracy of the model.

Vacancy profile and lease expiry profiles

The forecast vacancy profile and the lease expiry profile included in the Circular was recalculated to ensure the accuracy of the information presented in terms of sections 13.18(d) and (e) of the JSE Listings Requirements.

For a sample of the individual leases for each of the properties, we agreed the dates of expiry of such leases as reflected in the individual properties worksheets to the signed lease agreements and found them to be in agreement.

We compared the forecast vacancy profile included in paragraph 6.4 of the Circular to the forecast vacancy profile per our calculations and found them to be in agreement.

We compared the forecast lease expiry profile included in paragraph 6.5 of the Circular to the forecast lease expiry profile per our calculations and found them to be in agreement.

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 with the Directors. While our work has involved an analysis of the historical financial information, budgeted financial information and other information provided to us, our engagement does not constitute, nor does it include, 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 with respect to the accuracy or completeness of any information provided to us, in respect of the Forecast Information included in the Circular.

Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that:

• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the Forecast Information;

• the Forecast Information has not been properly compiled on the basis stated;• the Forecast Information has not been properly presented and all material assumptions are not adequately

disclosed; and• the Forecast Information is not presented on a basis consistent with the accounting policies of Delta.

Actual results are likely to be different from the Forecast Information 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 directors and existing shareholders of Delta for the purpose of their consideration of the Acquisition. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Yours faithfully

BDO IncorporatedChartered Accountants (SA)Registered Auditors

Per Nick LazanakisChartered Accountant (SA)Registered Auditor and Reporting Accountant Specialist

22 Wellington RoadParktown, 2193

131

ANNEXURE LP4

ABRIDGED VALUATION REPORT ON THE PROPERTY PORTFOLIO

Note: The summary valuation report on the Acquisition Portfolio properties appears in Annexure 6 to the Circular. The summary valuation reports set out below in this Annexure LP4 relate to the remaining properties in the Property Portfolio (being the Current Portfolio).

Delta Africa Property Holdings LimitedLevel 5, Alexander House35 Cybercity,Ebene, 72201Mauritius

24 March 2016 [13.23(c)]

Dear Sirs,

Independent Property Valuer’s Summary Valuation Report on Vodacom Building, Hollard/KPMG Building, Anadarko Building and Zimpeto Square (all situated in Maputo Mozambique) and Anfa Place Shopping Centre (situated in Morocco) [13.20(a)] [13.22]

1. INTRODUCTION

This summary valuation report has been prepared in accordance with section 13.22 for inclusion in the shareholders circular of Delta International Mauritius Limited (“Delta”), as required in terms of the general provisions of section 13: Property Companies of the Listings Requirements of the JSE Limited (“Section 13”).


In accordance with your instruction dated 13 January 2016, we confirm that we have visited and inspected the properties listed in the attached schedule (“the properties”) during January 2016 and September 2015 (respectfully as stated below) (Section 13.23(a)(iii)) and have received all necessary details required to perform an independent valuation in order to provide you with our opinion of the Market Values of each of the properties (situated in Mozambique) as at 31 December 2015 and the property situated in Morocco as at 30 September 2015 (section 13.23(c)).

The valuation of each property has been carried out by the nominated property valuer, Jones Lang LaSalle (Pty) Ltd. (“JLL”) and the valuation process has been overseen by Roger Long, Registered Professional Valuer (No. 2649).

Employees of JLL having relevant valuation qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements of section 13 for the purposes of these valuations.

The formal Valuation Reports submitted include commentary on the nature of the property, locality, tenancy, risk profile, forward rent projections, earning capability and exposure to future expenses and property risk.





Market value (section 13.23(d) is defined by the Royal Institution of Chartered Surveyors, The South African Institute of Valuers and the International Valuations Standards Committee as:


132







The net market related income prevailing at the end of the cash flow projection period is capitalised at the appropriate rate and discounted to the present value by the discount rate.

4. VALUATION ASSUMPTIONS [13.23(f)]

Please refer to our detailed report, Appendix – Tenancy Schedules for a breakdown of our estimate of market rentals per unit. [13.23 (f) (i) (iii)].

Our estimates of current market rentals are based on our research of the latest available market letting transactions in the areas where the properties are situated. Where such information is either unavailable or limited, we have relied on our knowledge of the market and have also, where appropriate, had regard to rental statistics published by recognised organisations.

The assumptions regarding vacancy allowances and void periods for income lost due to the letting or re-letting of space for a particular node or centre have been made with reference to vacancy statistics published by recognised organisations as well as discussions with property managers and any negotiations that are currently underway with prospective tenants. [13.23(f)(i)(ii)].


Properties in Mozambique were inspected in January 2016 and the Property in Morocco in September 2015. No measured surveys have been carried out by us and we have relied on the floor and/or lettable areas provided to us by the nominated representatives of Delta. We have assumed that these areas are correct unless otherwise stated in the valuation report for a specific property.

6. SOURCES OF INFORMATION [13.23(a)(xiii)]

(a) Source of information and verification

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to us by the current owners and their managing agents. Each valuation is based on the information which has been supplied to us or which we have obtained in response to our enquiries. We have relied on this information provided as being correct and complete and there being no undisclosed matters which would affect each valuation.


(b) Full disclosure

These valuations have been prepared on the basis that full disclosures of all information and factors that may affect the valuations have been made to us. Furthermore, we have to the best of our ability researched the market for comparable rental information.

(c) Leases

In preparing our cash flow we have had regard to the tenancy schedules provided and also to our assessment of current market rentals and escalation rates for the various elements of accommodation.

We have read all of the main leases of each property. In preparing our cash flow we have had regard to the tenancy schedules provided and also to our assessment of current market rentals and escalation rates for the various elements of accommodation. 13.23(ix)

133

A high level summary of each lease is set out below:

Anadarko (Standard Lease)

Landlord S&C Imobiliaria Limitade

Main tenant Anadarko

Anadarko rentable area 4 535m² ie 53% of the total area

Anadarko lease expiries 2025 and 2028

Tenant’s obligations Interior maintenance

Landlord’s obligations Payment of rates and taxes, insurance, security, common area cleaning, landscape maintenance, back-up generator maintenance, lift maintenance, external and structural maintenance.

Utility Costs incl. electricity, water, gas. To be settled directly by tenants

Hollard/KPMG

Landlord Commotor Limitada

Main tenants Hollard and KPMG

Hollard rentable area 587m² ie 12% of the total area

Hollard lease expiry 2023

KPMG rentable area 1 653 ie 33% of the total area

KPMG lease expiry 2018



Utility costs incl. electricity, water, gas. To be settled directly by tenants

Vodacom

Landlord Sociedade De Construcoes Catembe Limitada

Main tenant VM (SA) trading as Vodacom

Anadarko rentable area 10 121m² ie 100% of the total area

Anadarko lease expiries 2021



Utility costs incl. electricity, water, gas. To be settled directly by tenants

134

Zimpeto Square

Landlord CR Holdings Limitada

Main tenant Extra supermarket

Extra supermarket rentable area 1 780m² ie 37% of the total area

Extra supermarket lease expiries 2024

Edgars and Jet total rentable area 1 170 ie 25% of the total area

Edgars and Jet lease expiry 2021


Landlord’s obligations Payment of rates and taxes, insurance, security, external and structural maintenance.

Utility costs incl electricity, water, gas To be settled directly by tenants

Anfa Place Shopping Centre – Two main tenants

Lessee LABEL VIE

Brand Label Vie

Surface/Location 3 805.37 sqm / Store n°035

Use Supermarket

Duration Three years as from the date of delivery of the premises

Commencement date 6 June 2012

Rent The Rent amounts to 2.5% (excluding taxes and charges) of the annual gross revenue (excluding taxes) – minimum guaranteed rent is fixed at MAD2 530 000 (excluding

taxes), except for:from 7 May 2013 to 6 February 2014: minimum guaranteed rent amounting to MAD1 760 000 (excluding taxes) for this period; andfrom 7 February 2014 to 6 February 2015: minimum guaranteed rent amounting to MAD2 090 000 (excluding taxes) for this period

– fixed part of the rent paid on a quarterly basis – variable part of the rent paid annually

Guarantee Deposit: MAD632 500

Supervision expenses MAD210 000. Retained and acquired by the Lessor

Opening marketing fees MAD210 000. Retained and acquired by the Lessor

Entertainment costs/ management Billed to the lessee at a rate equal to 25% of the rented surface

Taxes Borne by the lessee (including property tax, city services tax or any future tax)

135

Lessee MEGAV STORES MOROCCO

Brand Virgin

Surface / Location 1,500 m2/ Store n°0.9 and 0.10

Use Music media, CDs, books, movies, Hi-Fi and accessories, cultural goods and services, food services, cultural activities related to the brand

Duration Nine years. Option for the lessee to end the lease at the end of each three-year period respecting a notice of at least 6 months.

Rent – Amounting to MAD2 430 000 (excluding taxes and charges) – By exception, minimum guaranteed rent equal to MAD990 000

for the first year and MAD1 530 000 for the second year – Rent due on a quarterly basis as from 4 months after the

commencement date

Guarantee Deposit: MAD607 500

Supervision expenses MAD202 500. Retained and acquired by the Lessor

Opening marketing fees MAD202 500. Retained and acquired by the Lessor

Entertainment costs/ management NA

Taxes Borne by the lessee (including property tax, city services tax or any future tax)

(d) Expenses

In estimating the applicable property expenses we have relied on the budgets which have been provided to us by Delta for the forward 12 months.

(e) Lessee’s credibility

In arriving at our valuations, cognisance has been taken of the lessee’s security and rating. In some cases this has influenced the capitalisation rate by way of a risk consideration.






(h) Title Deeds

We have been provided with copies of all title deeds and found the freehold/leasehold interests do not contain any onerous conditions affecting value. (Section 13.23(a)(xiii)(4)

The valuation of the properties has been based on information obtained from the local authorities, from a physical inspection as well as detailed research on property sales and lettings within the areas in which the properties are situated.




136


Not applicable.



10. UNLET SPACE

The Mozambique properties are all fully let or assumed fully let as at date of valuation, whereas the Morocco property has small vacancies in the shopping centre with further vacancies recorded in the high street units.



• We have attempted to analyse and interpret the market by talking to local property practitioners. However, Mozambique/Morocco does not have any form of publicly available information with regard to property sales. In the absence of any sort of transparency or freely available information in this market, we have relied on word of mouth, newspaper and internet articles etc.







14. TREATMENT OF VACANCY (13.23(f)(i)

For the purpose of the valuation we have assumed that if there is any vacant accommodation this will be let in a reasonable timeframe.


This clause does not apply.


All four of the properties are situated outside the Republic of South Africa.




Save for considered assumptions being made with regard to vacant space and the renewal of leases, we confirm that the current rental income being achieved in the properties does not materially differ from the estimated future rental income. Rentals used in our Discounted Cash Flow valuations are based on the terms and conditions contracted in the leases. On expiry of each lease, we have assumed that they will revert to market-related rentals. The market-related rentals have been determined by comparing similar buildings in comparable areas to the properties valued. Due consideration was given to the extent of the lettable areas, their location within the buildings, and tenant profile in the determination of the reversionary market rentals. The market rentals have also been compared with rentals listed in various published benchmarking indices. Assumptions regarding the take up of vacant space at the assumed market rental follows a similar methodology as the assumptions made at lease renewal or expiry. These assumptions are detailed in our Valuation Reports and cash flows.

137

19. OTHER COMMENTS



We list below the general Caveats and principles upon which valuations and reports undertaken by JLL in sub-Saharan Africa are normally prepared and confirm that such principles shall apply in respect of the properties forming the subject of this valuation exercise, unless specifically mentioned otherwise:

Full Disclosure


Standards



• International Accounting Standards (IAS).• International Valuation Standards Committee (IVSC, White Book).• The rules and guidelines laid down by the South African Council for the Property Valuers Profession in accordance

with the Valuers Act 2000.




Where areas quoted within the Valuation Report have been provided by yourselves, we have assumed that they have been arrived at using the country appropriate standard method of measurement.

Plans


Marriage Value





Neither the Valuer, nor Jones Lang LaSalle, has any present or contemplated interest in this or any other properties or any other interests, which would affect the statements or values contained in this valuation report. The valuation enclosed herewith was therefore undertaken on a completely independent basis.

Non-Publication

Neither the whole nor any part of this valuation, nor any reference thereto may be included in any published document, circular or statement, nor published in any way without our prior written approval as to the form or context in which it may appear. We do, however, consent to the inclusion of this summary valuation report, in the form and context in which they appears, in the circular to Delta Africa unitholders, issued on or about 30 March 2016.

138

Third Party

This Valuation Report is provided for the stated purpose and for the sole use of Delta shareholders. It is confidential to these parties and their professional advisors and consultants, and the Valuers accept no responsibility whatsoever to any other person or third party.



Title Deed

We have assumed that good title can be shown and that the properties are not subject to any unusual or especially onerous restrictions, encumbrances or outgoings.



The valuations have assumed that the improvements at the properties have been erected in accordance with the relevant Building and Town Planning Regulations.

Sources of Information [13.23(a)(xiii)]



Improvements

Unless advised to the contrary, we have assumed that all fixed and immovable improvements to the subject properties will form part of the interest to be valued.

Plant and Machinery


Tax



Transactional Costs




The properties have been valued in their existing states. In the event of their ownership or use changing in such a manner that the local authority will require the upgrading of the premises to comply with fire protection and other regulations, it may be necessary to reduce the valuation by the amount covering the cost of such compliance.



139



Contamination [13.23(a)(xii)]




Soil Condition


Outgoings


Statutory Enquiries


21. VALUERS FOR THIS JSE SECTION 13 LISTING PROJECT

The valuation of each of the properties has been carried out by the nominated property valuer, Jones Lang LaSalle (Pty) Ltd. (“JLL”). The valuation process has been overseen by Roger Long of JLL, Registered Professional Valuer No 2649/5.

Employees of JLL having relevant qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements for the purposes of the valuations.

22. AGGREGATE MARKET VALUE OF THE SCHEDULED PROPERTIES [13.23(a)(i)] [13.23(a)(xii)] [13.23(c)]

We are of the opinion that the aggregate Market Value of the income producing properties in Mozambique, as detailed in Annexure A, as at 31 December 2015 are as follows:

Vodacom Office Building, Mozambique US$45 700 000Anadarko Office Building, Mozambique US$41 600 000Hollard/KPMG Office Building, Mozambique US$18 600 000Zimpeto Square Shopping Centre, Mozambique US$11 050 000

Total: US$116 950 000 (One Hundred and Sixteen Million, Nine Hundred and Fifty Thousand United States Dollars),excluding VAT

We are of the opinion that the aggregate Market Value of the income producing property in Morocco, as detailed in Annexure A, as at 30 September 2015 is as follows:

Anfa Place Shopping Centre, Morocco MAD 987 500 000 (Nine Eighty Seven Million, Five Hundred Thousand Moroccan Dirham), excluding Taxes

We confirm that to the best of our knowledge and belief there have been no material changes between the date of the valuation and the last practicable date in any circumstances relating to the properties, which would affect the valuation thereof. (Section 13.23a(xii)).

140



Yours faithfully


Roger Long [13.23(b)]Head of ValuationsChartered Valuation Surveyor (59664)Professional Valuer (2649/5)

(Registered without restriction in terms of the Property Valuers Profession Act No. 47 of 2000)Office 303, 3rd Floor, The FirsCnr Cradock and Biermann AveRosebank, 2196

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The DirectorsDelta Africa Property Holdings LimitedLevel 5, Alexander House35 CybercityEbene72201

24 March 2016

Dear Sirs

RE: INDEPENDENT PROPERTY VALUERS’ SUMMARY VALUATION REPORT IN RESPECT OF KAFUBU MALL AND MUKUBA MALL (ZAMBIA) BELONGING TO DELTA AFRICA PROPERTY HOLDINGS LIMITED (“DELTA”) AS DETAILED IN THE SUMMARY SCHEDULE ATTACHED AND FOR WHICH THERE ARE DETAILED INDIVIDUAL VALUATION REPORTS HELD BY DELTA.

In accordance with your instruction of 19 0ctober 2015, I confirm that I have visited and inspected 2 of the properties listed in the attached schedule (“the properties”) during September and October 2015 (Section 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 properties’ market values as at 31 October 2015 (Section 13.23 (c)).

1. INTRODUCTION

The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the properties. These properties each have a detailed valuation report which has been given to the management of Delta. The detailed reports include commentary on the current economy, nature of the properties, locality, tenancy, risk profile, forward rent and earning capability and exposure to future expenses and property risk.

All these aspects have been considered in the individual valuation reports of the properties. The detailed reports have further addressed the tenancy income capability and expenditure for each property and tenant. Historic expenditure profiles as well as future expenditure increases have also been considered. The value indicates the fair market value for each property which is detailed in the attached report and for which there is a summarised schedule attached. All essential aspects of information of the properties have been summarised in the attached schedule.


The valuation is based on market value.

Market value is “The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” (IVS 7th edition).

Furthermore the principals of fair value measurement have been applied in the determination of value which is defined as “The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” (IFRS 13)

Note that the values and calculation methodology have been sensitivity tested by way of quantitative analysis by analysing the capitalisation rates, discount rates, rental growth potential, expenditure increase, risk consideration and other inputs in various discounted cash flow models.

3. VALUE CALCULATION

The calculation of the market value of these properties has been based on discounted cash flows.This is an accurate value calculation basis which considers future streams of annuity income for larger commercial properties that are traded in the South African and international market. This is due to there being strong supporting evidence of market rental rates, escalations, appropriate expenses and therefore accurate net revenue potential determination. This method also relies on capitalisation rates which are frequently reported in the market. This rate may also be determined by simple analysis of sales in the market (Section 13.23 (d)).

Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate.

The discounted cash flow value has then been calculated for each property with reference to fair value reporting in order to ensure that the reported value is consistent with the current market.

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The considerations for the valuations are as follows:

3.1 calculating the forward cash flow of all contractual and other income derived from the properties;

3.2 calculating the forward contractual and other expenditure as well as provisions for various expenses in order to provide for void or future capital expenditure to which the property may be exposed;

3.3 the current area vacancy as a percentage of the properties is approximately 0.16% this applies only to Kafubu Mall i.e. Mukuba has no vacancy. In order to apply a conservative approach, I have applied approximately 0.25% void to Kafubu and 0.45% void to Mukuba Mall of the gross income as a provision for rental that may not be collected as a consequence of vacancy, tenant failure or tenant refitting during the course of the coming year. This has penalised the property in perpetuity. Management should be able to improve substantially on this aspect in future indicating good internal growth potential from the properties, if managed properly. The current vacancy is less than the market average (weighted at approximately 6.3% but unknown statistics methodology) for this nature of property. The void provision used in the valuation is adequate. (Section13.23 (f) (i))

3.4 I have further deducted a capital amount of ZMK 427 842.80 in respect of repairs and maintenance and other capital costs. This is deducted from the post DCF calculation figure;

3.5 there is no loss of rental due to renovations or refurbishments currently. There is some small external maintenance work on sections of the buildings and some minor internal tenant installation fitting that is currently in progress. There is no loss of rental as a result of these activities.(Section 13.23 (f) (ii));

3.6 Generally the rentals are market related. There are no leases with rentals that are higher or lower than market. This has been determined by comparing similar buildings in comparable areas to the properties valued, in terms of rental per square metre. The rental rate has also been checked against various published indices including the South African Property Owners Association (SAPOA) index. There are no properties that are over-rented, or that cannot be re-rented at the same or higher rental rate should such property become vacant. There is therefore minimal potential for rental flow reversion. There is however, a positive upside potential for real growth in rental, given the low base off which the average rentals flow. This is in case the economy remains in a slow recovery pattern as currently being experienced and that there are no major economic fluctuations which may upset the economy. Current growth rate of approximately 1.5% for 2016 for South Africa and approximately 5% for Zambia. Note that various of the leases are USD currency indexed in order that local currency depreciation does not fully impact on revenue projection. (Section 13.23 (f) (iii));

3.7 Calculating the discounted cash flow for five years in advance at a market related discount rate

3.8 the valuation has considered published market statistics regarding rental rates and expenditure for the different types of properties. It has also considered numerous other portfolios of similar properties in order to benchmark and determine if any properties are over rented or have excessive expenditure; and

4. SPARE LAND

Kafubu Mall has some large driveway and parking area but effectively no spare land. Mukuba Mall does have some spare development capacity alongside its parking areas comprising 5 small residential facilities to the east of the property on the main road. Value has only been attributed to a small portion of this bulk.

No planning permission has been applied for in respect of the spare bulk as this exists and there are no plans to develop any of this area. (Section 13.26)


KAFUBU MALL (NDOLA ZAMBIA) – This is recently constructed and trading for approximately one year. An A grade community retail centre.Footprint is a basic long rectangle L-shape positioned on two street frontages. The main centre is a rectangle being the main retailers alongside smaller shops opposite a rectangular strip of shops with a walkway between the two buildings on the L-angle. The general height is approximately 6 metres at roof apex and 4.5 metres average surround height. There is one level of retail building on the footprint. Management offices are located on a lower level. The shop front interfaces with the parking and is mainly covered by walkway of approximately 3 metres wide as well as a 8 metre wide covered walkway on the L-angle. Above the walkway there is roof sheeting to form a walkway weather canopy. Some signage has been placed on the canopies.

MUKUBA MALL – KITWE – This is an A grade dominant small regional retail centre. Recently constructed and trading for approximately a year. Footprint is a basic long rectangle shape positioned on two street frontages.General large mall with main frontage entrance and 2 other entrances on either side of the main entrance leading onto large spine walkway. The main centre is a rectangle being the main retailers alongside smaller shops opposite a rectangular strip of shops with a walkway between the two buildings. The general height is approximately 7 metres at roof apex and 4.5 metres average surround height. There is one level of retail building on the footprint. (Section13.23 (a) (iv))

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6. VALUATION QUALIFICATIONS

Qualifications are usually detailed as a consequence of:

Leases under negotiation that have not yet been formalised; leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant; potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby the lease may be disputed or rendered invalid.

I have, to the best of my knowledge, considered all of these aspects in the valuation of all the properties.There are no properties that are prejudiced in value by the influence of the above factors.

I am however not responsible for the competent daily management of these properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile, or legal dispute which may result in any cash flow hiatus. (Section 13.23 (e)).

OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

To my knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report that have a major benefit or are detrimental to the fundamental value base of the properties.(Section 13.23 (g)).

To the best of my knowledge, there are no options in favour of any parties for any purchase arrangement on any of the properties. (Section 13.23 (h)).

7. INTRA-GROUP OR RELATED PARTY LEASES (SECTION 13.23(a)(xi))


8. CURRENT STATE OF DEVELOPMENT

Both properties are new as they are recently constructed and completed within the last year.(Section 13.24, 13.25 and 13.26).

9. EXTERNAL PROPERTY

Both properties are situated outside the Republic of South Africa (Section 13.28).

10. RENTALS USED IN VALUATIONS

Note that all these properties are generally rented out. The current annual rental and future annual rentals have been calculated in a separate discounted cash flow schedule. It is noted that there are no material rental reversions apparent and that the rentals for all the properties increase on average by approximately 8.5% compounding per annum. No valuation has been done to consider the effect of currency fluctuation on the value of the properties.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY (SECTIONS 13.30 AND 13.31)

A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of Delta.

12. ALTERNATIVE USE FOR A PROPERTY (13.27)

The properties have all been valued in accordance with their existing use which represents their best use and market value. No alternative uses for the properties have been considered in determination of their value.

13. OTHER COMMENTS

Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.

14. CAVEATS

14.1 Source of information and verification (Section 13.23 (a) (xiii))

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to me by the current owners and their managing agents.

I have received copies of all of the leases of the existing properties where such leases are the major tenant or tenants comprising anything higher than 5% occupancy of the property. The leases have been read to check against management detail records, in order to ensure that management has correctly captured tenant information as per the contractual agreements. This has been done to test management information accuracy against the underlying lease agreements.

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I have further compared certain expenditures given to me, to the market norms of similar properties. This has also been compared to historic expenditure levels of the properties themselves. Historical contractual expenditures and municipal utility services were compared to the past performance of the properties in order to assess potential expenditure going forward. The municipal values on the properties are generally market related and reasonable with little potential to increase dramatically.

14.2 Full disclosure

This valuation has been prepared on the basis that full disclosure of all revenue and expenditure information and factors that may affect the valuation have been made to myself.

I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 14.3 below.

14.3 Leases (Section 13.23 (a) (ix))

Our valuation has been based on a review of actual tenants’ leases (which includes material terms such as repair obligations, escalations, break options etc.) and other pertinent details which have been supplied to us by the managing agents and by Delta. These have been detailed in the tenant schedules attached to each individual valuation report.

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.

14.4 Lessee’s credibility

In arriving at our valuation, cognizance has been taken of the lessee’s security and rating. In some cases this has influenced the capitalisation rate by way of a risk consideration.

14.5 Mortgage bonds, loans, etc.

The properties have 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 properties.

14.6 Calculation of areas

All areas quoted within the detailed valuation reports are 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 and lease information.

Updated plans were not available for all the properties in respect of internal configuration. The properties generally appear to have the stated square meterage as per lease, which could only be more accurately determined if remeasured by a professional.

14.7 Structural condition

The properties have been valued in their existing state. I have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services.

14.8 Contamination

The valuation assumes that a formal environmental assessment is not required and further that none of the properties are environmentally impaired or contaminated, unless otherwise stated in our report.

14.9 Town planning (Section 13.23 (a) (vi) and (vii))

Full town planning details and title deeds have been noted in the detailed valuation reports including conditions and restrictions and the properties have 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 any of the properties.

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 for these properties.

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There is no contravention of any statutory regulation, or town planning local authority regulation or contravention of title deed relating to any of the properties which infringement could decrease the value of the properties as stated as at current date of local authority legislation.

Note that the properties are both leasehold claim. Kafubu Mall has 71 years of lease duration still to run and Mukuba Mall has 84 years of lease duration. (Section 13.23(a)(vii))

15. MARKET VALUE

I am of the opinion that the aggregate market value of the properties as at 31 October 2015 is ZMK 967 500 000.00 (excluding VAT). A summary of the individual valuations and details of each of the properties is attached.

To the best of our knowledge and belief there have been no material changes in circumstances between the date of the valuation and the date of the valuation report which would affect the valuation.

I have more than 30 years’ experience in the valuation of all nature of property and I am qualified to express an opinion on the fair market value of the properties.

I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully,

Peter ParfittQuadrant Properties (Pty) Ltd

Dunkeld Court16 North Road, corner Jan Smuts AvenueDunkeld West, 2196Professional Associated ValuerDip. Val. MIV(SA)Registered Professional Property Valuer (No. 2712/2)(Registered without restriction in terms of the Property Valuers Act, No. 47 of 2000)

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Delta Africa Property Holdings Ltd

The DirectorsLevel 5, Alexander House35 Cybercity,Ebene 72201,Mauritius

24 March 2016 [13.23(c)]

Dear Sirs,

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORTS ON TETE RESIDENTIAL AND PEMBA WAREHOUSES, MOZAMBIQUE [13.20 (a)] [13.22]

1. INTRODUCTION

This summary valuation report has been prepared in accordance with Section 13.22 for inclusion in the shareholders circular of Delta Africa Property Holdings Ltd (“Delta Africa”), as required in terms of the general provisions of Section 13: Property Companies of the Listing Requirements of the JSE Limited (“Section 13”).


In accordance with your instruction dated the 18th November 2015, we confirm that we have visited and inspected the properties listed in the attached schedule (“the properties”) during November 2015 (Section 13.23 (a) (iii)) and have received all necessary details required to perform an independent valuation in order to provide you with our opinion of the Market Values of each of the properties as at 31 December 2015 (Section 13.23 (c)).

The valuation of each property has been carried out by the nominated property valuer, Jones Lang LaSalle (“JLL”), in association with Mozambique valuers REC Property Consultants Lda (“REC”), and the valuation process has been overseen by Roger Long, Registered Professional Valuer (No. 2649).

Employees of REC having relevant valuation qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements of Section 13 for the purposes of these valuations.

The formal Valuation Reports submitted include commentary on the nature of the property, locality, tenancy, risk profile, forward rent projections, earning capability and exposure to future expenses and property risk.





Market value (Section 13.23 (d) is defined by the Royal Institution of Chartered Surveyors, The South African Institute of Valuers and the International Valuations Standards Committee as:






150



The net market related income prevailing at the end of the cash flow projection period is capitalised at the appropriate rate and discounted to the present value by the discount rate.

4. VALUATION ASSUMPTIONS–[13.23(f)]

Generally, we are of the opinion that contractual rentals passing are market related for both properties. Please refer to our detailed report, Appendix – Tenancy Schedules for a breakdown of our estimate of market rentals per unit. [13.23 (f) (i) (iii)].

Our estimates of current market rentals are based on our research of the latest available market letting transactions in the areas where the properties are situated. Where such information is either unavailable or limited, we have relied on our knowledge of the market and have also, where appropriate, had regard to rental statistics published by recognized organizations.

The assumptions regarding vacancy allowances and void periods for income lost due to the letting or re-letting of space for a particular node or centre have been made with reference to vacancy statistics published by recognized organizations as well as discussions with property managers and any negotiations that are currently underway with prospective tenants. [13.23 (f) (i) (ii)].


Both properties were inspected during the month of November 2015. No measured surveys have been carried out by us and we have relied on the floor and/or lettable areas provided to us by the nominated representatives of Delta Africa. We have assumed that these areas are correct unless otherwise stated in the valuation report for a specific property.

6. SOURCES OF INFORMATION–[13.23(a)(xiii)]

(a) Source of information and verificationInformation on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to us by the current owners and their managing agents. Each valuation is based on the information which has been supplied to us or which we have obtained in response to our enquiries. We have relied on this information provided as being correct and complete and there being no undisclosed matters which would affect each valuation.


(b) Full disclosureThese valuations have been prepared on the basis that full disclosures of all information and factors that may affect the valuations have been made to us. Furthermore, we have to the best of our ability researched the market for comparable rental information.

(c) LeasesSub section 13.23(ix) provides that the summary of the valuation report to be included in the prospectus or circular must include a “high level summary of the actual tenant’s leases or sub leases”.

With regard to the Pemba Warehouses, we have been provided with copies of all current leases. With regard to the Residential property in Tete we have seen a sample of the leases. In preparing our cash flow we have had regard to the tenancy schedules provided and also to our assessment of current market rentals and escalation rates for the various elements of accommodation.

(d) ExpensesIn estimating the applicable property expenses we have relied on the budgets which have been provided to us by Delta Africa for the forward 12 months.

(e) Lessee’s credibilityIn arriving at our valuations, cognizance has been taken of the lessee’s security and rating. In some cases this has influenced the capitalisation rate by way of a risk consideration.

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(h) Title Deeds

We have been provided with a copy of the title deeds for both properties. (Section 13.23(a)(xiii))4)

The valuation of the properties has been based on information obtained from the local authorities, from a physical inspection as well as detailed research on property sales and lettings within the areas in which the properties are situated.





14ha of vacant land is held for development at the Tete residential compound. The value of this land has been calculated using the residual land value method, whereby the estimated development costs and developer’s margin (totalling $26,018,000) have been deducted from the expected selling prices of the residential units to be developed ($27,279,000). The resultant residual land value is $1,260,000.



10. UNLET SPACE

One warehouse in Pemba is vacant. At 1,106m² it represents 17.5% of that property. For the purpose of the valuation we have assumed that it will be fully let on the valuation date.



• We have attempted to analyse and interpret the market by talking to local property practitioners. However Mozambique does not have any form of publicly available information with regard to property sales. In the absence of any sort of transparency or freely available information in this market, we have relied on word of mouth, newspaper and internet articles etc.







152

14. TREATMENT OF VACANCY (13.23(f)(i)

For the purpose of the valuation we have assumed that the vacant warehouse at Pemba will be fully let on the valuation date.


The owners plan to develop the balance of the land as further residential apartments and villas. We understand that an additional 14ha of vacant land is available for development, and we also understand that full planning permission exists from the local authorities for this additional development.

We have not been advised of the timescale for this additional development.


Neither property is situated inside the Republic of South Africa.




Save for considered assumptions being made with regard to vacant space and the renewal of leases, we confirm that the current rental income being achieved in the properties does not materially differ from the estimated future rental income. Rentals used in our Discounted Cash Flow valuations are based on the terms and conditions contracted in the leases. On expiry of each lease, we have assumed that they will revert to market related rentals. The market related rentals have been determined by comparing similar buildings in comparable areas to the properties valued. Due consideration was given to the extent of the lettable areas, their location within the buildings, and tenant profile in the determination of the reversionary market rentals. The market rentals have also been compared with rentals listed in various published benchmarking indices. Assumptions regarding the take up of vacant space at the assumed market rental follows a similar methodology as the assumptions made at lease renewal or expiry. These assumptions are detailed in our Valuation Reports and cashflows.

19. OTHER COMMENTS



We list below the general Caveats and principles upon which valuations and reports undertaken by JLL in Sub Saharan Africa are normally prepared and confirm that such principles shall apply in respect of the properties forming the subject of this valuation exercise, unless specifically mentioned otherwise:

The Valuer

These Valuation Reports have been prepared by REC in conjunction with the Valuation Division of JLL.

Full Disclosure


Standards



• International Accounting Standards (IAS).

• International Valuation Standards Committee (IVSC, White Book)

• The rules and guidelines laid down by the South African Council for the Property Valuers Profession in accordance with the Valuers Act 2000.



153


Where areas quoted within the Valuation Report have been provided by yourselves, we have assumed that they have been arrived at using the S.A.P.O.A. standard method of measurement.

Plans


Marriage Value





Neither the Valuer, REC, nor Jones Lang LaSalle, has any present or contemplated interest in this or any other properties or any other interests, which would affect the statements or values contained in this valuation report. The valuation enclosed herewith was therefore undertaken on a completely independent basis.

Non-Publication

Neither the whole nor any part of this valuation, nor any reference thereto may be included in any published document, circular or statement, nor published in any way without our prior written approval as to the form or context in which it may appear. We do however, consent to the inclusion of this summary valuation report, in the form and context in which they appears, in the circular to Delta Africa unitholders, issued on or about 5 February 2016.

Third Party

This Valuation Report is provided for the stated purpose and for the sole use of Delta Africa shareholders. It is confidential to these parties and their professional advisors and consultants, and the Valuers accept no responsibility whatsoever to any other person or third party.



Title Deed

Each of the two properties is held leasehold. We have assumed that good title can be shown and that the property is not subject to any unusual or especially onerous restrictions, encumbrances or outgoings.



Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the properties have 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 any of the properties.

The valuations have further assumed that the improvements at the properties have been erected in accordance with the relevant Building and Town Planning Regulations.

Sources of Information [13.23(a)(xiii)]



154

Improvements

Unless advised to the contrary, we have assumed that all fixed and immovable improvements to the subject property will form part of the interest to be valued.

Plant and Machinery


Tax



Transactional Costs




The properties have been valued in their existing states. In the event of their ownership or use changing in such a manner that the local authority will require the upgrading of the premises to comply with fire protection and other regulations, it may be necessary to reduce the valuation by the amount covering the cost of such compliance.





Contamination – [13.23 (a) (xii)]




Soil Condition


Outgoings


Statutory Enquiries


155

21. VALUERS FOR THIS JSE SECTION 13 LISTING PROJECT

The valuation of each of the properties has been carried out by the nominated property valuer, Jones Lang LaSalle (Pty) Ltd. (“JLL”) and assisted by local property valuers REC Property Consulting Lda. The valuation process has been overseen by Roger Long of JLL, Registered Professional Valuer No 2649/5.

Employees of REC having relevant qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements for the purposes of the valuations.

22. AGGREGATE MARKET VALUE OF THE SCHEDULED PROPERTIES–[13.23(a)(i)] [13.23(a)(xii)] [13.23(c)]

We are of the opinion that the aggregate Market Value of the income producing property and the development under construction, as detailed in Annexure A, as at 31st December 2015 is $44,433,000 (Forty Four Million Four Hundred and Thirty Three Thousand United States Dollars), excluding VAT. This amount is made up as follows:

Pemba Warehouses $8,663,000

Tete Residential Compound $34,980,000

Tete Residential Surplus Land $790,000

We confirm that to the best of our knowledge and belief there have been no material changes between the date of the valuation and the last practicable date in any circumstances relating to the properties, which would affect the valuation thereof. (Section13.23(a)(xii))



Yours faithfully,


Roger Long [13.23(b)]Head of Valuations

Chartered Valuation Surveyor (59664)Professional Valuer (2649/5)(Registered without restriction in terms of the Property Valuers Profession Act No. 47 of 2000)Office 303, 3rd Floor, The FirsCnr Cradock and Biermann AveRosebank, 2196

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24 March 2016

Delta Africa Property Holdings LimitedLevel 5, Alexander House35 CybercityEbene 72201Mauritius

Dear Sirs,

INDEPENDENT VALUERS’ SUMMARY VALUATION REPORT ON BARCLAYS HOUSE, OWNED BY JADE TOWERS LTD, WHICH HAS BEEN IDENTIFIED FOR PURCHASE BY DELTA PROPERTY FUND

In accordance with your instruction, we confirm that we have visited and inspected the property during the month of October 2015 and have received all necessary details required to perform a valuation in order to provide you with our opinion of the market value of the leasehold interest in the land along with the building and structures thereon, known as Barclays House, as at 26th October 2015.(13.23(a)(iii), (viii)(c)).

1. BASIS OF VALUE

This Valuation is based on its Market Value which is defined as

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion” (VPS 4.1.2).

2. INTRODUCTION

The valuation of the property identified for purchase by Delta Property Fund has been carried out by the valuer, who have carefully considered all aspects of the property as more fully described in the full valuation report. The detailed valuation reports include; commentary on the current economy, nature of the properties, locality, tenancy, risk profile, forward rent and earning capability, exposure to future expenses and overall property risk. All these aspects have been considered in the individual detailed valuation report. The detailed valuation report has further addressed the tenancy income capability and expenditure for each property and tenant. Historic expenditure profiles as well as future expenditure increases have been considered.

3. APPROACHES TO VALUE (13.23(d)

For the purpose of this valuation exercise, we have used the income capitalisation methodology and the depreciated replacement cost approach given that there are no sales comparable on the market for this type of property.

The Income Capitalisation Approach takes a property’s forecast net operating income and allocates these future benefits to the mortgage and equity components, based on market rates of return and loan to value ratios. Through a discounted cash flow and income capitalisation procedure, the value of each component is calculated.

The total of the mortgage component and the equity component equals the value of the property. This approach is often selected as the preferred valuation method for income-producing properties, because it most closely reflects the investment thinking of knowledgeable buyers.

The Depreciated Replacement Cost Approach estimates the value by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence and external (or economic) obsolescence. The value of the land, as though it were vacant and available, is then added to the depreciated value of the premises in order to produce a total value estimate.

Primary weight has been given to the value derived using the income capitalisation approach.

The valuation calculations are based on the following:

• Calculating the forward cash flow of all contractual and other income from the properties;• Calculating the forward contractual and other expenditure as well as provisions for various expenses which the

properties may be exposed;• We have allocated provisions for Repairs and Maintenance to the valuation for the properties;• Spreading the net contractual income derived from the property over a ten year period through a DCF analysis;• The valuation has considered market statistics regarding rental rates and expenditure for this type of property.

158

4. BRIEF DESCRIPTION (13.23(a)(ii)(iv)(v))

The property is found within the Ebene Cybercity at Ebene in Mauritius and is located at the corner of two tarred roads opposite to The Mauritius Commercial Bank Ltd Ebene outlet.

The property comprises of two adjoining plots of land having a total extent of 8,099.3 square metres and an office building standing thereon.

The building was built in 2008 and is about 7 years old. It is made of reinforced concrete frame structures and concrete block walls resting under reinforced concrete slab roof. The building is used as an office and is well maintained and serviced to the highest standard. The office is located in a well established and easily accessible office hub. The escalation profile is market-related and at levels that ensure positive growth in the income generated by each property without the risk of creating an over-rented position.

5. VALUATION QUALIFICATIONS (13.23(e))

Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised; leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant; potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease terms whereby the lease may be disputed or rendered invalid.

We have, to the best of our knowledge, considered all of these aspects in the valuation of all the property. The property is not prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of the property that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile.

6. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS (13.23(g))

No valuation has been required detailing the benefit or detriment of contractual arrangements in respect to the property or where there may be a benefit in options held. We are unaware of any options in favour of any parties for any purchases of the property.

7. RELATED PARTY LEASES (13.23(a)(xi))

It is noted that there are no related party or intra-group leases.

8. CURRENT STATE OF DEVELOPMENT

The property is fully developed as an office building and is let to Barclays Bank PLC and Clear Ocean Hotel & Resort Ltd.

9. OPTIONS (13.23(h))

To the best of our knowledge, there are no options to purchase the property held by any party.

10. OTHER GENERAL MATTERS AND VALUATION SUMMARY (13.23(a)(ix)) (13.29)

A full valuation report is available for inspection detailing tenure, tenancy, valuer’s commentary, expenditure and other details.

11. ALTERNATIVE USE FOR THE PROPERTY (13.27)

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 their value.

12. OTHER COMMENTS (13.23(a)(xii))

Our valuations exclude 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 to mortgage bonds, loans and other charges.

The valuations exclude any provision for capital expenditure. It is assumed that there is adequate provision to sustain the income levels currently being achieved.

Information on the property regarding rental income, recoveries, turnovers and other income detail has been provided to me by Delta Property Fund.

159

I have received copies of the leases of the property and have undertaken the necessary lease audit.

I have further compared certain expenditure items given to me to the market norms of similar properties. This has also been compared to historic expenditure levels of the properties within the area.

All areas quoted within the detailed valuation reports will be those stated in the information furnished and verified where plans were available.

The property has been valued in its existing state, before allocations of capital expenditure. I have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services.

The valuations assume that formal environmental assessments are not required and further that the property is not environmentally impaired or contaminated, unless otherwise stated in our reports.

The property is situated outside the Republic of South Africa in the Republic of Mauritius.

13. CAVEATS

• Source of information and verification(13.23(a)(xiii)) – Information on the property regarding rental incomes, recoveries, turnovers and other income detail has been

provided to us by Delta Property Fund. We have further compared certain expenditures given to us, to market norms of similar properties. This has also been compared to historic expenditure levels of the property itself. Historical contractual expenditures and municipal utility services were compared to the past performance of the property in order to assess potential expenditure going forward.

• Full disclosure – This valuation has been prepared on the basis that full disclosures of all information and factors that may

affect the valuation have been made to us. We have to the best of our ability researched the market as well as taken all reasonable steps to check income against contractual lease agreements and expenditure against historical expense invoices. These were compared to the market to accurately represent this property’s income capability.

• Vacancy level & Income estimates (13.23(f)) – The property is fully occupied and the valuation assumes no vacancies. – The property is not over rented and can be re-rented at the same or higher rentals should it become vacant. – The future cash flows have been based on the contractual income being achieved from the existing tenants. – There is no loss of rental due to renovations or refurbishments activities. – There is, however, ongoing external maintenance work.

• Leases – Our valuation has been based on the current leases supplied to us, which we have examined and used as

the main factor in our valuation. – Jade Towers Ltd currently leases the building to 2 tenants, namely Barclays Bank PLC and Clear Ocean Hotel

& Resort Ltd. – Barclays Bank PLC leases the ground floor of the premises at the exception of part of the ground floor

common area, which is shared proportionally with the landlord for second tenant’s access, the first to fifth floor and 126 parking spaces of, a total area of 69,109 square feet according to the lease agreement, for a term expiring on the 1st March 2018, at a current passing rent of Rs 2,670,717 per month. The lease is renewable at the option of the lessee for 2 further consecutive periods of 5 years each and the rental is reviewed every 3 years based on CPI increases up to a maximum of 20%, the next review being on the 1st June 2017. The lessee is responsible all repairs and maintenance of the leased premises except from structural repairs.

– Clear Ocean Hotel & Resort Ltd leases the sixth floor of the building, of a total area of 13,000 square feet according to the lease agreement, along with 18 parking bays for a term expiring on the 31st August 2019 with renewal option for further periods of 4 years subject to a common agreement. The passing rent is Rs 700,000 per month with a yearly 5% increase, the next revision being on the 1st September 2016. The lessee is responsible all repairs and maintenance of the leased area except from structural repairs.

• Lessee’s credibility – In arriving at our valuation, we have paid attention to the tenant covenant strength of the tenants. In some

cases this has influenced the capitalisation rate by way of risk consideration.

• Mortgage bonds, loans, etc (13.23(a)(xii)) – 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 associated with acquisition. The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off or deduction associated with purchase.

160

• Calculation of areas – All areas quoted within the detailed valuation reports have been verified from the plans as well as from our

own on site measurements.

• Structural condition(13.23(a)(xii)) – The property has been valued in their existing state. We have not carried out any structural surveys, inspected

those areas that are unexposed or inaccessible or arranged for the testing of any electrical or other services.

• Town planning(13.23(a)(vi)(vii)(xii)) – The property has been checked against the current planning regulations in place to ensure that it complies

with town planning regulations. There does not appear to be any infringements of local authority regulations and/or deeds by the property. The valuation has further assumed that any improvements, if applicable, have been erected in accordance with the relevant Building and Town Planning Regulations. On inspection it would appear that the improvements are in accordance with the relevant town planning regulations.

– As per Planning Policy Guidance 5 (PPG 5), the property lies within areas defined as pre-designated areas for high rise development along the motorway. Therefore, any development within the cybercity should have a maximum plot coverage of 35% – 40% and should be between a maximum of 15 – 17 floors subject to a maximum floor area ratio (FAR) of 10.

• Tenure (13.23(a)(viii) – The site, being Lot No 68 and Lot No 68A, is owned by the Business Park Of Mauritius Ltd Ebene Cybercity

property as per the title deed registered and transcribed at Volume 4704 No 14, has a total extent of 8,099.3 square metres (4,059.3 square metres for Lot No 68 and 4,040 square metres for Lot No 68A).

– Both lots are held on a leasehold basis by Jade Towers Ltd. – Lot No 68 is held on a Land Lease Agreement for ICT Business Office development from Business Park Of

Mauritius Ltd for a period of thirty years as from the 29th August 2005 due to expire on the 28th August 2035 at a current annual rent of Rs 259,005.8 due to increase every 3 years by 9%, the next increase being on the 29th August 2017. The lease may be renewed at the option of the lessee for 2 consecutive periods of 30 years each at a revised annual rental.

– Lot No 68A is held on a Land Lease Agreement for Landscaping and car parking purposes from Business Park Of Mauritius Ltd for a period of thirty years as from the 21st September 2006 due to expire on the 20th September 2036 at a current annual rent of Rs 25,900.58 due to increase every 3 years by 9%, the next increase being on the 21st September 2018. The lease may be renewed at the option of the lessee for 2 consecutive periods of 30 years each at a revised annual rental.

14. CONCLUSION (13.23(a)(i))

I confirm that to the best of my knowledge and belief that there:

• are no options held by any third parties to purchase the property – other than the Delta Property Fund• have been no material changes between the date of the valuation and the last practicable date in any

circumstances relating to the Property, which would affect the valuation thereof.

I confirm that I have no pecuniary interest that would conflict with the proper valuation of the Property by the Fund, other than normal professional fees.

We are of the opinion that the Market Value of the Property owned by Jade Towers Ltd, which Delta Property Fund intends to acquire, amounts to a total Rs 490,000,000 (RUPEES FOUR HUNDRED AND NINETY MILLION).

Yours faithfully,

Rhoyhinder M Ramlackhan B.Sc (Hons).,M.R.I.C.S., M.M.I.SCHARTERED VALUER

For and on behalf ofBroll Indian Ocean

2nd Floor, Suite 2IJRaffles Tower19 Cybercity, Ebéne

Email: [email protected]: (230) 468 12 22F: (230) 468 12 24

161

ANNEXURE LP5

CORPORATE GOVERNANCE STATEMENT

PART A

1. INTRODUCTION

With the Company’s move to the SEM on 30 March 2015 and the JSE main board on 10 July 2015, the Board acknowledges that there are more stringent regulatory and governance requirements placed on the Company in terms of the principles of the Code of Corporate Practices and Conduct set out in King III, compliance with relevant laws, regulations and best practice connected with corporate governance and responsible corporate citizenship. The Board had in prior years indicated its commitment to these where they were applicable. The Board is fully committed to ensuring that the increased requirements are met.

The Directors continue to conduct the enterprise with integrity and in accordance with generally acceptable corporate practices. As part of these processes the Board ensures that the objectives of the Company and its activities are reported in a timely, relevant and meaningful manner to Shareholders and other stakeholders.

With the move to the SEM and the JSE main board, the Board is currently reviewing the mechanisms and policies that are already in place so as to identify which remain appropriate to the Company’s business and which need further development/enhancement in order to support the Board’s commitment to best practices in corporate governance in order to ensure compliance with King III and relevant laws, regulations and best practice connected with corporate governance and responsible corporate citizenship.

2. THE BOARD OF DIRECTORS

2.1 Composition of the Board

As indicated in paragraph 8 of the Circular, the Framework Agreement envisages that the implementation of the Pivotal Transaction will be accompanied by certain changes to the Board.

Upon the Pivotal Transaction becoming unconditional and being implemented, the Board will consist of 2 executive Directors and 9 non-executive Directors, 5 of whom are deemed independent.

The chairperson, Sandile Nomvete, is a non-executive Director whose role is separate from that of the chief executive officer. As Mr Nomvete is not deemed to be independent, Peter Todd has been appointed as the lead independent Director.

On 6 August 2015, Bronwyn Corbett, a director of Delta Property Fund and a material shareholder in her own right, was appointed as chief executive officer.

On 1 July 2015, Leon van de Moortele replaced Greg Booyens as the chief financial officer. The new chief financial officer brings a wealth of knowledge gained from practical experience across the African continent.

2.2 Role of the Board

The Board ensures that there is an appropriate balance of power and authority on the Board, such that no one individual or block of individuals dominates the Board’s decision-making. The non-executive Directors remain individuals of calibre, credibility and continue to have the necessary skills and experience to bring independent judgement on issues of strategy, performance, resources, standards of conduct and evaluation of performance.

The Board remains responsible for the strategic direction of the Company. It has implemented values which the Company adheres to and has formulated a code of ethics which is applied throughout the Company, as provided below.

The Board is in the process of revising its framework for delegation of authority to ensure it complies with any additional requirements that arise from the move to the SEM and the JSE main board. The Board ensures that the role and function of the chief executive officer is formalised and that the chief executive officer’s performance is evaluated against specified criteria.

The Board’s diversity of professional expertise and demographics make it a highly effective Board with regard to the Group’s current strategies.

The Board shall ensure that in appointing successive Board members, the Board as a whole will continue to reflect, whenever possible, a diverse set of professional and personal backgrounds.

162

The information needs of the Board are reviewed annually and Directors have unrestricted access to all Company information, records, documents and property to enable them to discharge their responsibilities efficiently. Efficient and timely methods of informing and briefing Board members prior to Board meetings have been developed. The Board has also identified and continues to monitor the key risk areas, key performance areas and nonfinancial aspects relevant to the Group. The directors are provided with information in respect of key performance indicators, variance reports and industry trends.

The Board has established a formal induction programme to familiarise incoming Directors with the Group’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. This has now been extended to include the additional SEM rules and JSE Listings Requirements. Directors continue to receive ad hoc briefings from time to time on relevant new laws and regulations as well as on changing economic risks.

The Directors have a working understanding of applicable laws. The Board ensures that the Company complies with applicable laws and considers adherence to non-binding industry rules and codes and standards. In deciding whether or not non-binding rules shall be complied with, the Board continues to factor the appropriate and ethical considerations that must be taken into account. New Directors with no or limited board experience receive appropriate training to inform them of their duties, responsibilities, powers and potential liabilities.

The Board evaluates the Chairperson’s performance and ability to add value to the Company on an annual or such other basis as the Board may determine. The Chairperson, or a sub-committee appointed by the Board, will appraise the performance of the chief executive officer at least annually.

All Directors will annually be subject to retirement by rotation and re-election by the Company’s shareholders in accordance with the Company’s Constitution.

2.3 Board charter

In line with the move to the SEM and the JSE main board, the Board is in the process of reviewing its charter which sets out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the Company’s risk management and internal controls, communication policy and director selection, orientation and evaluation.

Board meetings are held at least quarterly, with additional meetings convened when circumstances necessitate. The Board has set the strategic objectives of the Company and has determined the investment and performance criteria and continues to be responsible for the sustainability, proper management, control, compliance and ethical behaviour of the businesses under its direction.

The Board has established a number of committees to give detailed attention to certain of its responsibilities and which will operate within defined, written terms of reference.

2.4 Responsibilities of the Board

The Board has agreed a policy detailing the manner in which a Director’s interest in transactions are to be determined and the interested Director’s involvement in the decision-making process. Real or perceived conflicts are disclosed to the Board and managed in accordance with the predetermined policy used to assess a Director’s interest in transactions. The independence of non-executive Directors is reviewed from time-to-time. In respect of the non-executive Directors, their independence has been reviewed by the Board and it is the Company’s belief that, unless the Directors have newly acquired recent interest in the Company, passage of time does not lead to a lack of independence.

The Board as well as the individual Directors will have their performance reviewed annually to identify areas for improvement in the discharge of individual Director’s and the Board’s functions. These reviews will be undertaken by the Chairperson and, if so determined by the Board, an independent service provider. Nominations for the re-appointment of a Director will only occur after the evaluation of the performance and attendance of the Director at Board meetings.

The Board has determined a policy for detailing the procedures for appointments to the Board. Such appointments are formal and transparent and a matter for the Board as a whole, assisted, where appropriate, by the Remuneration and Nomination Committee.

Given the structure of the Group, the development and implementation of appropriate and relevant nomination policies is a matter yet to be undertaken by the Board.

The Board will delegate certain functions to the Audit and Risk Committee, the Remuneration and Nomination Committee and the Investment Committee. The Board is conscious of the fact that such delegation of duties is not an abdication of the Board members’ responsibilities. The various committees’ terms of reference are in the process of being drafted in line with the increased requirements as set out by the SEM rules and JSE Listings Requirements and King III. Once finalised they will be approved by the various committees and by the Board. Going forward they will be reviewed annually and such terms of reference will then be disclosed in the Company’s directors’ report.

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External advisors and executive Directors who are not members of specific committees are invited to attend committee meetings by invitation, if deemed appropriate by the relevant committees.

The Board has established a procedure for Directors, in furtherance of their duties, whereby they are able to take independent professional advice, if necessary, at the Company’s expense. All Directors have access to the advice and services of the Company Secretary.

2.5 Risk management

The Board is responsible for the establishment and monitoring of the Group’s risk management programme, which incorporates internal controls and risk management procedures. The Board’s responsibility for the establishment of a robust risk management system has been cascaded to the Audit and Risk Committee and management. This will also be done with the support of the internal audit department.

The risk management mechanisms in place include a system for the ongoing identification and assessment of risks, development of strategies in respect of risk, communication of risk management policies throughout the Group and processes to reduce or mitigate identified risks.

The Group’s policy on risk management encompasses all significant business risks.

3. BOARD COMMITTEES

3.1 Audit and Risk Committee

Following the implementation of the Pivotal Transaction, the Audit and Risk Committee will consist of the following members, all of whom are non-executive Directors:

• M Doorgakant (chairman of the committee);• CK Gujadhur• JR van Niekerk; and• I Chambers.

The constitution of the committee is in line with the King III recommendations.

The members of the committee are all suitably qualified, experienced and financially literate. The committee’s primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the Directors, to assist them in the discharge of their duties. The committee is required to provide satisfaction to the Board that adequate and appropriate financial and operating controls are in place; that significant business, financial and other risks have been identified and are being suitably managed; and that satisfactory standards of governance, reporting and compliance are in operation.

The committee is also responsible for overseeing the Directors’ report. In this regard the committee has regard to all factors and risks that may impact on the integrity of the Directors’ report, and the Board reviews and comments on the financial statements and the disclosure of sustainability issues included in the Directors’ report.

In addition, the committee has general oversight over and reports on the sustainability issues, reviews the Directors’ report to ensure that the information contained therein is reliable and does not contradict the financial aspects of the report and oversees the provision of assurance over sustainability issues.

The Committee reviews the content of the Company’s interim results and engages external auditors to provide assurance on the summarised financial information. Within this context, the Board is responsible for the Company’s systems of internal, financial and operational control. The executive Directors are charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation are performed by the committee. These systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, to safeguard, verify and maintain accountability of its assets and to identify and minimise significant fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations.

The committee charter is in the process of being reviewed to ensure that it encompasses the additional regulatory and compliance requirements and following this will be recommended by the committee to the Board for approval.

The Committee meets at least four times a year. Executives and managers responsible for finance and the external auditors are in attendance. The Audit and Risk Committee reviews the finance function of the Company on an annual basis.

The Audit and Risk Committee authorises from time to time the engagement of non-audit services with the appointed external auditors or any other practicing firm of auditors, after consideration of the following:

• the essence of the work being performed may not be of a nature that any reasonable and informed observer would construe as being detrimental to good corporate governance or in conflict with that normally undertaken by the accountancy profession;

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• the nature of the work being performed will not affect the independence of the appointed external auditors in undertaking the normal audit assignments;

• the work being done may not conflict with any requirement of generally accepted accounting practice or principles of good corporate governance;

• the operational structure, internal standards and processes being adopted by the audit firm in order to ensure that audit independence is maintained in the event that such audit firm is engaged to perform accounting or other non-audit services to its client base. Specifically: – the Company may not appoint a firm of auditors to improve systems or processes where such firm of

auditors will later be required to express a view as to the functionality or effectiveness of such systems or processes;

– the Company may not appoint a firm of auditors to provide services where such firm of auditors will later be required to express a view on the fair representation of information the result of these services to the Company;

• the total fee being earned by an audit firm for non-audit services in any financial year of the Company, expressed as a percentage of the total fee for audit services, may not exceed 35% without the approval of the Board; and

• a firm of auditors will not be engaged to perform any management functions (e.g. acting as curator) without the express prior approval of the Board. A firm of auditors may be engaged to perform operational functions, including that of bookkeeping, when such firm of auditors are not the appointed external auditors of the Company and such work is being performed under management supervision. Information relating to the use of non-audit services from the appointed external auditors of the Company is disclosed in the notes to the annual financial statements. Separate disclosure of the amounts paid to the appointed external auditors for non-audit services as opposed to audit services, is made in the annual financial statements.

The committee considers, on an annual basis, and satisfies itself of the appropriateness of the expertise and experience of the chief financial officer and the Company confirms this by reporting to Shareholders in its annual report that the committee has executed this responsibility.

With regard to the appointment of Directors, the Audit and Risk Committee will undertake background and reference checks before the appointment of Directors. The Board makes full disclosures regarding individual Directors to enable Shareholders to make their own assessment of the directors.

The Audit and Risk Committee reports at the Company’s annual general meeting as to how it has discharged its duties during the financial year to be reported on.

3.2 Internal audit

The internal audit department assists the Board and management to maintain and improve the process by which risks are identified and managed and helps the Board discharge its responsibilities to maintain and strengthen the internal control framework. The internal audit function is responsible for providing assurance to the Board regarding the implementation, operation and effectiveness of internal control and risk management.

The Board has delegated the responsibility for managing the internal audit function and receiving internal audit reports to the Audit and Risk Committee.

During the financial period, a framework consisting of financial reporting guidelines, Group policies, internal and operating controls has been established by the Board to ensure reasonable assurance as to accurate and timely reporting of business information, safeguarding of Company assets, compliance with laws and regulations, financial information and general operation. The Board reviewed and was satisfied with the effectiveness of internal financial and operating controls, the process of risk management and monitoring of legal governance compliance within the Company carried out by the management team of the Company.

3.3 Remuneration and Nomination Committee

Following the implementation of the Pivotal Transaction, the Remuneration and Nomination Committee will consist of the following members –

– P Todd (chairman of the committee); – ID Macleod; and – SH Nomvete,

all of whom are non-executive Directors, with a majority being independent non-executive Directors. The composition of the committee is in line with King III and the code of corporate governance of Mauritius.

The committee is responsible for reviewing the Board composition and structure, including the size and composition of the various Board committees, as well as the adequacy of the split between executive and non-executives, independent and non-independent. The Committee also assists in the identification and nomination of new Directors and is responsible for ensuring that appropriate induction and training takes place.

None of the non-executive Directors have entered into service contracts with the Company.

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3.4 Investment committee

Following the implementation of the Pivotal Transaction, the Investment Committee will consist of the following members:

– P Todd (chairman of the committee); – ID Macleod; and – DS Savage.

The members bring independence and industry expertise to the committee.

The committee is required to assist the Board in recommending an investment strategy, policy and guidelines so as to ensure that the Group’s investments are in line with the Investment Strategy, Policy, Guidelines and vision that the Board has approved.

The committee will accordingly within the approved investment policy and authority limits, recommend and effect acquisitions and disposals. They will also ensure that appropriate due diligence procedures are followed when acquiring or disposing of assets.

The committee’s overriding intention is to meet at least four times a year and to make recommendations and decisions so as to ensure appropriate investment of Shareholder funds.

3.5 Social and ethics committee

The Company remains committed to promoting the highest standards of ethical behaviour amongst all persons involved in the Company’s operation and, to this extent, a code of ethics for the Company has been adopted. The Company is in the process of assessing the requirements of a Social and Ethics Committee which will then be established as soon as practical taking into account the size of the Company and its operations.

The Board has considered the impact of its property holding business on the environment, society and the economy.

The Board and the executive management are assessed annually and this includes reviewing its adherence to corporate citizenship principles and ethics performance.

4. COMPANY SECRETARY

Intercontinental Fund Services Limited, a suitably qualified, competent and experienced company secretary has been appointed and appropriately empowered to fulfil duties and provide assistance to the Board. The Board can remove the Company Secretary from office by virtue of the Company’s Constitution.

The Company Secretary provides the Board as a whole and Directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interests of the Company.

The Company Secretary provides a central source of guidance and advice to the Board, and within the Company, on matters of ethics and good corporate governance and assists with the appointment of Directors to the Board. The Company Secretary is subject to an annual evaluation by the Board.

The Board is satisfied with the expertise, experience, competence and qualifications of the Company Secretary and confirms that the relationship between the Board and the Company Secretary remains at arm’s length.

PART B – APPLICATION OF PRINCIPLES IN THE KING III CODE

Preamble

The Company moved to the SEM on 30 March 2015 and the JSE main Board on 10 July 2015. These moves require the Company to report on its compliance with the King III Code.

Although the reporting requirements are new, the Board commenced with implementing policies, processes and procedures so as to ensure that the interests of all the Group’s stakeholders are appropriately protected and that adherence to the principles of good corporate governance espoused by King III are a commitment of the Group. All Directors, who serve the Group and its stakeholders, uphold the principles of integrity and the highest ethical standards.

The Board is satisfied that the proper governance structures exist and are operational within the Group, and it is their intention with the assistance of management to implement, on a prioritised basis, the procedural recommendations that have emanated from the King III Report as well as legislative changes.

Key – Level of compliance:

1 – Not applied/will not be applied2 – In process/partially applied3 – Full application

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PRINCIPLE LEVEL OF COMPLIANCE

COMMENTS

1. Ethical leadership and corporate citizenship

1.1 The board should provide effective leadership based on an ethical foundation

3 Fully applied across the group

1.2 The board should ensure that the company is, and is seen to be, a responsible corporate citizen

3 Applied throughout the group in each jurisdiction in which the group operates

1.3 The board should ensure that the company’s ethics are managed effectively


2. Board and Directors

2.1 The board should act as the focal point for and custodian of corporate governance


2.2 The board should appreciate that strategy, risk, performance and sustainability are inseparable

2 The board has set-up relevant sub-committees’ in line with the King Code, such as the risk committee, investment committee

2.3 The board should provide effective leadership based on an ethical foundation

3 Fully applied throughout the group

2.4 The board should ensure that the company is and is seen to be a responsible corporate citizen

3 Applied throughout the group in each jurisdiction in which the group operates

2.5 The board should ensure that the company’s ethics are managed effectively

3 Fully applied throughout the group

2.6 The board should ensure that the company has an effective and independent audit committee

3 The audit committee is effective and independent

2.7 The board should be responsible for the governance of risk 2 This is a key focus of the group and a risk committee has been established by the group

2.8 The board should be responsible for information technology (IT) governance

2 The board is in the process of establishing IT governance policies and procedures throughout the group

2.9 The board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards

3 Fully applied through the group, including the laws and codes applicable to the respective jurisdictions within the group

2.10 The board should ensure that there is an effective risk-based internal audit

3 This was previously performed by the asset manager, but going forward will be performed by an external service provider

2.11 The board should appreciate that stakeholders’ perceptions affect the company’s reputation

3 Stakeholder relationships are key to the board and are consistently maintained

2.12 The board should ensure the integrity of the company’s integrated report

3 Fully applied

2.13 The board should report on the effectiveness of the company’s system of internal controls

2 System of internal controls is being fully implemented and improved on throughout the group

2.14 The board and its directors should act in the best interests of the company

3 Fully applied

2.15 The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Act

1 Not applicable

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2.16 The board should elect a chairman of the board who is an independent non-executive director. The CEO of the company should not also fulfil the role of chairman of the board

3 The chairman of the board is Sandile Nomvete, who is a non-executive director. The CEO of the company is Bronwyn Corbett and therefore the roles are clearly split and objectivity is maintained in line with the King Code

2.17 The board should appoint the chief executive officer and establish a framework for the delegation of authority

3 This has been fully applied

2.18 The board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent

3 The board will consist of 11 directors post the Pivotal Transaction, consisting of 9 non-executive directors of whom 5 are independent

2.19 Directors should be appointed through a formal process 2 A detailed screening process is followed with regards to the recruitment of a new director, to ensure that the director has the necessary, skills, competencies and experience to adequately carry out their responsibilities. The appointment of directors is a matter for the board as a whole and is conducted in a formal and transparent manner

2.20 The induction of and ongoing training and development of directors should be conducted through formal processes

2 Training is given to all directors and a formal processes are being adopted

2.21 The board should be assisted by a competent, suitably qualified and experienced company secretary

3 Intercontinental Fund have been appointed as the Company’s Company Secretary and have the necessary skills and competencies to adequately carry out the role

2.22 The evaluation of the board, its committees and the individual directors should be performed every year

2 A formal evaluation process is in the process of being implemented

2.23 The board should delegate certain functions to well-structured committees without abdicating its own responsibilities

3 This has been done through various board sub-committees’, such as: Audit Committee; Risk Committee; Remuneration Committee; Investment Committee

2.24 A governance framework should be agreed between the group and its subsidiary boards

2 A formal governance framework needs be fully adopted

2.25 Companies should remunerate directors and executives fairly and responsibly

3 All directors are fairly and responsibly remunerated

2.26 Companies should disclose the remuneration of each individual director and certain senior executives

3 This is fully applied and was previously disclosed in the 2015 Integrated Annual Report

2.27 Shareholders should approve the company’s remuneration policy

2 Subsequent to the internalisation of the Asset Manager, all directors packages will transferred into the Delta Group based on the approval of the remuneration committee and shareholders

3. Audit Committees

3.1 The board should ensure that the company has an effective and independent audit committee

3 The chairman of the audit and risk committee is an independent non-executive director and the committee is fully compliant

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3.2 Audit committee members should be suitably skilled and experienced independent, non-executive directors (subsidiary exemption)

3 As a minimum, there are 3 independent non-executive members of the audit committee, namely I. Chambers, G.K. Gujadhur and M. Doorgakant. All of whom are suitable skilled and experienced to fulfil their duties

3.3 The audit committee should be chaired by an independent non-executive director

3 M. Doorgakant is the audit committee chairman and is an independent non-executive director

3.4 The audit committee should oversee the integrated reporting (integrated reporting, financial, sustainability and summarised information)

3 The audit committee is established and fully function and has carried out its responsibilities as follows:

The audit committee should be responsible for evaluating the significant judgements and reporting decisions affecting the integrated report

– The latest integrated annual report was approved by the audit and risk committee;

– The audit committee reviewed the disclosure of sustainability issues in the integrated report to ensure that it is reliable and does not conflict with the financial information;

– Review of the finance function – Responsible for the external

and internal audit function and appointment thereof

– Identification and management of business and financial risks (risk management)

The audit committee’s review of the financial reports should encompass the annual financial statements, interim reports, preliminary or provisional result announcements, summarised integrated information, any other intended release of price-sensitive financial information, trading statements, circulars and similar documents

3.5 The audit committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities

2 The external audit function and assurance model has been fully carried out and the internal audit function is being formal established and carried out by Freedom Asset Management Limited

3.6 The audit committee should satisfy itself of the expertise, resources and experience of the company’s finance function

3 The audit committee is satisfied with the level of knowledge, expertise and capabilities of the Company’s finance function

3.7 The audit committee should be responsible for overseeing of internal audit

2 The internal audit function is being formal established and carried out by Freedom Asset Management Limited, for which the Audit Committee is responsible

3.8 The audit committee should be an integral component of the risk management process

2 One of the key components is the identification and management of key risks identified to the Company and its subsidiaries. The audit committee has appropriate identified key risks (refer to the 30 June 2015 integrated annual report and the management thereof is being closely monitored. The process is however being formalised

3.9 The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process

3 This has been fully carried out by the audit and risk committee. The audit & risk committee have approved the re-appointment of BDO as the Group auditors for the 2016 financial period

3.10 The audit committee should report to the board and shareholders on how it has discharged its duties

2 The formalisation of the reporting process to board should be improved and appropriately documented

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4. The governance of risk

4.1 The board should be responsible for the governance of risk

3 The board takes full responsibility and has formally identified key risks to the Company and Group. The board is also actively developing and monitoring

4.2 The board should determine the levels of risk tolerance 2 The board has identified key risks to the business as a whole, with differing levels of priority based on the nature of the risk. A formal risk committee has been established by the board, whom will continue to monitor and track key risks identified and critical to the sustainability of the Company

4.3 The risk committee or audit committee should assist the board in carrying out its risk responsibilities

2 The risk committee, was previously part of the audit committee function but due to the importance thereof, a formal risk committee has now been established by the board. The risk committee will report directly to the board directly as well as the audit committee. Formal processes and mandates’ are being implemented by the board and risk committee

4.4 The board should delegate to management the responsibility to design, implement and monitor the risk management plan

2 The board has taken full responsibility in implementing a risk management plan, which will filter throughout the group

4.5 The board should ensure that risk assessments are performed on a continual basis

2 The risk committee will meet at least once a quarter and meet informally on a regular basis throughout the year. All key risks will continue to be closely monitored by the risk committee on a regular basis

4.6 The board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks

2 The risk committee and board is formalising the methodologies and frameworks for anticipating unpredictable risks, such as in-country political and economic instability

4.7 The board should ensure that management considers and implements appropriate risk responses

2 The risk committee will be responsible for carrying out the key risks identified by the board, regular feedback and assessment as well as implementing mitigating factors in the day to day management of the Company

4.8 The board should ensure continual risk monitoring by management

2 The Risk Committee, will regularly meet and monitor the identified risks throughout the Company to ensure continued risk management

4.9 The board should receive assurance regarding the effectiveness of the risk management process

2 Regular feedback is to given to the board by the risk management committee and will report directly to the CEO on a consistent basis

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4.10 The board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to stakeholders

3 At each reporting period, which is quarterly, key risks identified are addressed and communicated to all stakeholders at a minimum. If the need arises further communication will take place with stakeholders

5. The governance of Information Technology

5.1 The board should be responsible for information technology (IT) governance

2 Full responsibility is adopted by the board

5.2 IT should be aligned with the performance and sustainability objectives of the company

2 The board has identified the key role ad critical nature of an effective and sustainable IT structure and function

5.3 The board should delegate to management the responsibility for the implementation of an IT governance framework

2 Management has taken responsibility for the implementation of an IT Governance framework, which is in the process of being implemented throughout the organisation

5.4 The board should monitor and evaluate significant IT investments and expenditure

2 Formal IT governance processes and procedures are being adopted and implemented by management

5.5 IT should form an integral part of the company’s risk management

3 This has been identified by the Risk Committee and ultimately the board, whom assumes full responsibility for the management thereof

5.6 The board should ensure that information assets are managed effectively

2 A Formal IT policy is in the process of being throughout the Group, whereby back-up and data integrity policies will be implemented

5.7 A risk committee and audit committee should assist the board in carrying out its IT responsibilities

3 The audit and risk committee takes full responsibility for carrying out its IT responsibilities on behalf of the board

6. Compliance with laws, codes, rules and standards

6.1 The board should ensure that the company complies with applicable laws and considers adherence to nonbinding rules, codes and standards

3 This has been fully applied and implemented by management throughout the Group. Compliance to each jurisdiction’s laws, codes and standards are adhered to

6.2 The board and each individual director should have a working understanding of the effect of the applicable laws, rules, codes and standards on the company and its business

3 There is a large amount of experience and skills on the board of directors in various industries and the board has a deep understanding of applicable laws, codes and standards. This will however be managed through internal training, detailed research on applicable laws and regulations being performed by the risk and tax committees’ respectively and regular feedback to the board

6.3 Compliance risk should form an integral part of the company’s risk management process

3 This is fully carried out by management and together with the Company Secretary, compliance is effectively managed

6.4 The board should delegate to management the implementation of an effective compliance framework and processes

2 A formal framework and process is in the process of being fully documented and implemented throughout the Group

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7. Internal Audit

7.1 The board should ensure that there is an effective risk-based internal audit

2 Freedom Asset Management Limited has been appointed as the internal auditor for the group. The implementation and formalisation thereof needs to be carried out

7.2 Internal audit should follow a risk-based approach to its plan

2 A risk based approach, will be adopted when identifying key areas to audit. The key risks, will be communicated through various mediums, i.e. the audit committee, risk committee and directly from the board. The internal audit function is ultimately responsible for reporting into the audit committee

7.3 Internal audit should provide a written assessment of the effectiveness of the company’s system of internal control and risk management

2 This is to be formalised and implemented during the financial period

7.4 The audit committee should be responsible for overseeing internal audit

2 The internal audit function forms part of the audit committee’s charter and mandate

7.5 Internal audit should be strategically positioned to achieve its objectives

2 The internal audit function is strategically positioned to achieve its objectives

8. Governing stakeholder relationships

8.1 The board should appreciate that stakeholders’ perceptions affect a company’s reputation

3 The board is fully aware and appreciative of the fact that perceptions have a significant impact on the Company’s reputation. Therefore key management, such as the CEO and CFO of the Company continue to liaise and grow relationships with key stakeholders

8.2 The board should delegate to management to proactively deal with stakeholder relationships

3 Please see point 8.1 above. This is actively managed by the board of directors

8.3 The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company


8.4 Companies should ensure the equitable treatment of shareholders

3 The board key mandate is to carry out its responsibilities on behalf of the Company’s shareholders and all decisions, whether operational, financial or strategic are geared to the best interests of the shareholders

8.5 Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence


8.6 The board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible


9. Integrated Reporting and disclosure

9.1 The board should ensure the integrity of the company’s integrated report

3 The board took full responsibility for the integrity and accuracy of the integrated annual report published for the year ended 30 June 2015

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9.2 Sustainability reporting and disclosure should be integrated with the company’s financial reporting

2 The board has fully disclosed the impact that the entity has on governance, environmental, social and ethical relationships in the integrated annual report with a long term perspective. The board will however continue improving the sustainability disclosure and impact assessment

9.3 Sustainability reporting and disclosure should be independently assured

2 This process needs to be adequately formalised and independently assured. This is partially done through the review of the integrated report by the Company’s external auditors

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ANNEXURE LP6

SHARE TRADING HISTORY

The high, low and closing price of Shares on the JSE and the aggregated monthly value and volumes traded for each month over the twelve months prior to the date of issue of these Listing Particulars are as follows:

Month endedHigh (cents)

(ZAR)Low (cents)

(ZAR)Close (cents)

(ZAR)Aggregate value

(cents) (ZAR)Aggregate volume

(Shares)

29-Feb-16 2 000 1 700 1 980 26 166 599 1 397 71231-Jan-16 1 900 1 500 1 800 1 819 010 102 62031-Dec-15 1 900 1 850 1 900 7 393 592 390 05630-Nov-15 2 100 1 650 1 900 11 171 184 576 11231-Oct-15 1 750 1 500 1 750 10 229 992 663 48230-Sep-15 1 680 1 600 1 620 580 112 35 49631-Aug-15 1 680 1 600 1 650 2 969 004 179 71431-Jul-15 1 798 1 600 1 680 3 277 029 191 04730-Jun-15 1 800 1 798 1 798 979 249 54 41031-May-15 1 900 1 800 1 850 868 463 45 70330-Apr-15 1 950 1 650 1 800 1 442 151 77 67931-Mar-15 2 149 1 960 1 975 3 311 144 164 414

The high, low and closing price of Shares on the JSE for each trading day over the 30 trading days up to the Last Practicable Date, and the daily trading volumes and values are as follows:

DayHigh

(cents)Low

(cents)Close(cents)

Aggregate value (cents)

Aggregate volume (Shares)

01-Mar-16 2 000 1 975 1 980 2 706 783 136 781

29-Feb-16 1 980 1 980 1 980 910 46

26-Feb-16 2 000 1 950 1 980 685 281 34 637

25-Feb-16 1 970 1 919 1 970 9 295 829 472 171

24-Feb-16 1 920 1 919 1 920 219 234 11 420

23-Feb-16 – – 1 920 – –

22-Feb-16 1 920 1 920 1 920 48 000 2 500

19-Feb-16 1 965 1 920 1 920 3 373 237 175 679

18-Feb-16 1 920 1 920 1 920 422 400 22 000

17-Feb-16 1 900 1 900 1 900 390 241 20 539

16-Feb-16 1 900 1 900 1 900 38 000 2 000

15-Feb-16 1 900 1 850 1 900 3 991 009 215 656

12-Feb-16 1 850 1 850 1 850 983 275 53 150

11-Feb-16 1 850 1 800 1 850 100 469 5 447

10-Feb-16 1 800 1 700 1 800 5 159 053 303 353

09-Feb-16 1 850 1 850 1 850 8 269 447

08-Feb-16 1 850 1 800 1 800 1 184 350 64 073

05-Feb-16 1 850 1 775 1 850 231 150 12 600

04-Feb-16 – – 1 800 – –

03-Feb-16 1 800 1 800 1 800 35 892 1 994

02-Feb-16 – – 1 800 – –

01-Feb-16 – – 1 800 – –

29-Jan-16 1 800 1 725 1 800 103 608 6 006

28-Jan-16 1 726 1 725 1 725 448 750 26 000

27-Jan-16 – – 1 750 – –

26-Jan-16 1 750 1 750 1 750 87 500 5 000

25-Jan-16 – – 1 750 – –

22-Jan-16 1 750 1 750 1 750 22 995 1 314

21-Jan-16 1 750 1 750 1 750 5 092 29120-Jan-16 1 700 1 500 1 500 52 640 3 120

174

ANNEXURE LP7

EXTRACTS FROM THE CONSTITUTION OF DELTA

The following sections use the definitions as set out in the Constitution of the Company.

Extracts from the Constitution of the Company providing inter alia for the appointment, qualification, remuneration and borrowing powers, interests of Directors and dividends are set out below.

For a full appreciation of the provisions of the Constitution, Shareholders are referred to the text of the Constitution, which is available for inspection as provided for in paragraph 18 of these Listing Particulars..

4. CAPITAL

4.1 Subject to the provisions of the Listing Rules of the Stock Exchange of Mauritius (“SEM”) (“SEM Rules”), the listings requirements of the Johannesburg Stock Exchange (being an exchange operated by the JSE Limited) (“JSE”) (“JSE Listings Requirements”) or the requirements of any other exchange on which the company is listed and pursuant to section 52 of the Mauritian Companies Act, 2001 (Act 15 of 2001) as amended (“Companies Act 2001, but subject to the last sentence of this clause, the board may only issue unissued shares where shares of that particular class are listed and/or grant options if such shares have first been offered to existing Members in proportion to their shareholding on such terms and in accordance with such procedures as the board may determine, unless such shares are issued for the acquisition of assets by the company. Subject to the prior approval of the JSE and the SEM, the board may exclude from such offer any holders of securities in the company which the board considers necessary or expedient to be excluded from the offer because of legal impediments or compliance with the requirements of any regulatory body of any territory recognised as having import on the offer.

4.2 Notwithstanding clause 4.1 above, members in a general meeting may authorise the directors to issue unissued securities, and/or grant options to subscribe for unissued securities, as the directors in their discretion deem fit, provided that the corporate action(s) to which any such issue or grant of options relates, has/have to the extent required been approved by the JSE and the SEM.

4.3 No shares or any interest or right to the shares shall be issued or granted by the company to bearer.

4.4 The company may by way of special resolution from time to time and in accordance with the Companies Act 2001, the SEM Rules and the JSE Listings Requirements:

4.4.1 create any class of shares;

4.4.2 increase or decrease the number of shares of any class of the company’s shares;

4.4.3 consolidate and reduce the number of the company’s shares of any class;

4.4.4 subdivide its shares of any class by increasing the number of its issued shares of that class without an increase of its capital;

4.4.5 change the name of the company;

4.4.6 convert one class of shares into one or more other classes, save where a right of conversion attaches to the class of shares created; or

4.4.7 subject to paragraph 14.6, vary any preference rights, limitations or other terms attaching to any class of shares.

4.5 Where the company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares.

4.6 Where the company issues shares with different voting rights, the company shall designate each class of shares, other than those with the most favourable voting rights, by inserting the words “restricted voting” or “limited voting”.

4.7 The shares shall be fully paid up when issued and rank pari passu in all respects as within each class including as to participation in the profits of the company.

4.8 The capital of the company shall consist of ordinary no par value shares having attached to them the following rights: (i) The right to one vote on a poll at a meeting of the company on any resolution; (ii) The right to an equal share in dividends authorised by the board;(iii) The right to an equal share in the distribution of the surplus assets of the company.

4.9 After the first allotment of shares by the directors any further shares proposed to be issued wholly for cash consideration (which shall include a cheque received in good faith or a release of a liability of the company

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for a liquidated sum or an undertaking to pay cash to the company at a further date) shall first be offered to the Members in proportion as nearly as may be to the number of the existing shares held by them respectively unless the Members by special resolution and the board by resolution otherwise direct.

5. ALTERATION OF CONSTITUTION

The company may in accordance with the Companies Act 2001, the SEM Rules and the JSE Listings Requirements alter its Constitution or any provision therein by special resolution of the Members provided that prior written approval has been sought and obtained from the SEM and the JSE for such alteration.

6. SPECIAL RESOLUTIONS

A special resolution must be passed by a majority of not less than 75% (seventy-five percent) of the votes cast by all Members entitled to do so, present in person or represented by proxy, at a general meeting.

10. TRANSFER OF SHARES

10.1 Where shares are listed on the SEM, the JSE or on another securities exchange, the shares of the company shall be freely transferable and free from any lien. Each Member may transfer, without payment of any fee or other charges, save Brokerage Fees payable in relation to such transfer, all or any of his shares which have been fully paid.

12. DIRECTORS

12.1 Number

12.1.1 Subject to any subsequent amendment to change the number of directors the number of the directors shall not be less than four (4) and shall include at least two (2) directors who are ordinarily resident in Mauritius. If the number falls below four the remaining directors shall as soon as possible, and in any event not later than three months from the date the number of directors falls below the minimum, fill the vacancy or call a general meeting to fill the vacancy. After the expiry of the three month period the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of Members.

12.1.2 Any director appointed under paragraph 12.1.1 shall hold office only until the next following annual meeting and shall then retire, but shall be eligible for appointment at that meeting.

12.1.3 The quorum for all board meetings shall be three directors.

12.2 Qualification

No director shall be required to hold shares in the company to qualify him for an appointment.

12.3 Appointment

The directors of the company shall be appointed by the company in general meeting or at meetings of the board provided that, in the case of director/s having been appointed by the board, such director/s’ appointments are approved by Members at the next general meeting or annual meeting. Section 137 of the Companies Act 2001 shall not apply in respect of the appointment of more than one person in a single resolution as directors of the company.

12.4 Retirement of directors

12.4.1 Life directorships and directorships for an indefinite period are not permissible.

12.4.2 At each Annual General Meeting of Members all the directors shall retire from office and may make themselves available for re-election.

12.4.3 The company at the meeting at which a director retires under any provision of this Constitution may by ordinary resolution fill the office being vacated by electing thereto the retiring director or some other person eligible for appointment. In default, the retiring director shall be deemed to have been re-elected except in any of the following cases:

12.4.3.1 where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such director is put to the meeting and lost;

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12.4.3.2 where such director has given notice in writing to the company that he is unwilling to be re-elected.

12.4.3.3 where such director has attained any retiring age applicable to him as director.

12.4.4 The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring director who is re-elected will continue in office without a break.

12.4.5 At least seven days’ notice shall be given to the company of any intention to propose a person for election as a director at a meeting of the Members and the consent of such person in relation thereto shall be communicated to the company at least seven days before the date of the meeting.

12.4.6 Notwithstanding anything to the contrary contained herein and subject to as may otherwise be provided by law, any director, managing director or other executive director may, by ordinary resolution passed at a meeting of Members called for purposes that include their removal or ceasing to hold office pursuant to section 139 of the Companies Act 2001, be removed from office before the expiry of their period of office subject however, to the right of any such director to claim damages under any contract.

12.5 Remuneration of directors

12.5.1 The remuneration of directors shall be determined by the Remuneration Committee.

12.5.2 The board may determine the terms of any service contract with a managing director or other executive director.

12.5.3 The directors may be paid all travelling, hotel and other expenses properly incurred by them in attending any meetings of the board or in connection with the business of the company.

12.5.4 A director may be employed in any other capacity in the company or as a director or employee of a company controlled by, or itself a majority subsidiary of, the company and in such event, his appointment and remuneration in respect of such other office must be determined by:

12.5.4.1 in respect of his/her appointment, in terms of clause 12.3; and12.5.4.2 in respect of his/her remuneration, a Remuneration Committee,

provided that the determination made by the board or committee referred to above in clauses 12.5.4.1 and 12.5.4.2, shall always be made by a disinterested quorum of directors.

12.5.5 A director shall not vote on any contract or arrangement or any other proposal in which he or his associates have a material interest nor shall he be counted in the quorum present at the meeting.

12.5.6 Notwithstanding clause 12.5.5 above, a director shall be entitled to vote and be counted in the quorum at the meeting in respect of the following matters:

12.5.6.1 the giving of any security or indemnity either:

(a) to the director in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of the issuer or any of its subsidiaries; or

(b) to a third party in respect of a debt or obligation of the issuer or any of its subsidiaries for which the director has himself assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

12.5.6.2 any proposal concerning an offer of shares or debentures or other securities of or by the issuer or any other company which the issuer may promote or be interested in for subscription or purchase where the director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer;

12.5.6.3 any proposal concerning any other company in which the director is interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director is beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in five percent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights;

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12.5.6.4 any proposal or arrangement concerning the benefit of employees of the issuer or its subsidiaries including:

(a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which he may benefit; or

(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the issuer or any of its subsidiaries and does not provide in respect of any director as such any privilege or advantage not generally accorded to the class of person to which such scheme or fund relates; and

12.5.6.5 any contract or arrangement in which the director is interested in the same manner as other holders of shares or debentures or other securities of the issuer by virtue only of his interest in shares or debentures or other securities of the issuer.

12.5.7 For the purposes of clause 12.5.6 associate shall have, in relation to any director, the following meanings:

12.5.7.1 his spouse and any child or stepchild under the age of 18 years of the director (“the individual’s family”);

12.5.7.2 the trustees (acting as such) of any trust of which the individual or any of the individual’s family is a beneficiary or discretionary object; and

12.5.7.3 any company in the equity capital of which the individual and/or any member or members of the individual’s family (taken together) are directly or indirectly interested so as to exercise or control the exercise of 20% or more of the voting power at meetings of Members, or to control the appointment and/or removal of directors holding a majority of voting rights at board meetings on all or substantially all matters, and any other company which is its subsidiary.

12.5.8 For the purposes of clause 12.5.6.3, associate shall have, in relation to a director, the following meanings:

(i) a spouse, a director living “en concubinage” under the common law, any child or stepchild or any relative residing under the same roof as that director;

(ii) a succession in which the director has an interest;

(iii) a partner of that director;

(iv) any company in which the director owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earning and in the assets upon winding up;

(v) any controller of that director;(vi) any trust in which the director has a substantial ownership interest or in which he fulfils the

functions of a trustee or similar function; and(vii) any company which is a related company.

12.6 Proceedings of directors

12.6.1 Chairperson

12.6.1.1 The directors may elect one of their number as chairperson of the board and determine the period for which he is to hold office.

12.6.1.2 Where no chairperson is elected, or where at a meeting of the board the chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the directors present may choose one of their number to be chairperson of the meeting.

12.6.2 Notice of Meeting

12.6.2.1 A director or, if requested by a director to do so, an employee of the company, may convene a meeting of the board by giving notice in accordance with this paragraph.

12.6.2.2 A notice of a meeting of the board shall be sent to every director and the notice shall include the date, time, and place of the meeting and the matters to be discussed.

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12.6.2.3 Any meeting at which the business of the meeting is to appoint a director whether as an additional director or to fill a casual vacancy shall be called by at least 30 business days’ notice. Any person appointed by the directors to fill a casual vacancy on or as an addition to the board shall hold office only until the following annual meeting of Members, and shall then be eligible for re-election.

12.6.2.4 An irregularity in the notice of a meeting is waived where all directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all directors entitled to receive notice of the meeting agree to the waiver.

12.6.3 Methods of holding meetings

12.6.3.1 The board or any committee thereof may meet at such times and in such manner and places within the Republic of Mauritius as the board may determine to be necessary or desirable.

12.6.3.2 A director shall be deemed to be present at a meeting of the board if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear and communicate with one another.

12.6.4 Alternate directors

A director may by a written instrument appoint an alternate who need not be director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director.

12.6.5 Voting

12.6.5.1 Every director has one vote.

12.6.5.2 The chairperson shall not have a casting vote.

12.6.5.3 A resolution of the board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favour of it.

12.6.5.4 A director present at a meeting of the board is presumed to have a need to, and to have voted in favour of, a resolution of the board unless he expressly dissents from or votes against the resolution at the meeting.

12.6.6 Minutes

The board shall ensure that minutes are kept of all proceedings at meetings of the board.

12.6.7 Resolution in writing

12.6.7.1 A resolution in writing, signed or assented to by all directors, is as valid and effective as if it had been passed at a meeting of the board duly convened and held, provided that each director has received notice of the resolution.

12.6.7.2 Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more directors, and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution).

12.6.7.3 A copy of any such resolution must be entered in the minute book of board proceedings.

12.6.8 Directors may delegate

12.6.8.1 Subject to this Constitution, the directors may delegate powers which are conferred on them:

12.6.8.1.1 to such person or committee;

12.6.8.1.2 by such means (including by power of attorney);

12.6.8.1.3 to such an extent;

12.6.8.1.4 in relation to such matters or territories; and

12.6.8.1.5 on such terms and conditions as they think fit.

12.6.8.2 If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

12.6.8.3 The directors may revoke any delegation in whole or part, or alter its terms and conditions.

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12.6.9 Committees

12.6.9.1 Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Constitution which govern the taking of decisions by directors.

12.6.9.2 The directors may not make rules including rules of procedure for all or any committees.

13. POWERS AND DUTIES OF DIRECTORS

13.1 Borrowing powers

The directors may exercise all powers of the company to borrow or raise or secure the payment of money or the performances or satisfaction by the company of any obligation or liability and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue mortgages, charges, bonds, notes and other securities and other instrument whether outright or as security, for any debt liability or obligation of the company or of any third party. In addition, such power shall be exercised, in compliance with section 143 of the Companies Act 2001.

13.2 Overseas Seal and Branch Registers

13.2.1 The company may exercise the powers conferred by the Companies Act 2001 with regard to having an official seal for use abroad, and those powers shall be vested in the directors.

13.2.2 The company may exercise the powers conferred by the Companies Act 2001 relating to the keeping of branch register and the directors may (subject to the provision of that section) make and vary such regulations as they think fit regarding the keeping of any such branch register.

13.3 Management of company

The business of the company shall be managed by the directors in Mauritius who may pay all expenses incurred in promoting or registering the company and who may exercise all such powers of the company as are, by the Companies Act 2001 or by this Constitution, required to be exercised by the company in general meeting, subject, nevertheless, to the provision of this Constitution and to the provision of the Companies Act 2001.

13.4 Indemnity

Subject to the provisions of the Companies Act 2001, and any other statute for the time being in force, every director or other officer of the company shall be entitled to be indemnified out of the assets of the company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the company in the execution of his office, or in relation thereto.

13.5 Directors expenses

Where a director is required to perform extra services, reside abroad or be specifically occupied about the company’s business, he may be entitled to such remuneration as is determined by a disinterested quorum of directors of the Remuneration Committee, which may be either in addition to or in substitution for any other remuneration payable. This may also include any reasonable expenses which the directors properly incur in connection with their attendance at:

13.5.1 meetings of directors or committees of directors;

13.5.2 general meetings of Members; or

13.5.3 separate meetings of the holders of any class of share or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

14. MISCELLANEOUS PROVISIONS

14.1 Ratification of ultra vires acts

Where the provisions of this Constitution restrict or qualify the purposes, powers or activities of the company, or limits the authority of the directors to perform an act on behalf of the company, the Members may not ratify any actions by the company or the directors that is inconsistent with any such limit, restriction or qualification.

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14.2 Governance

The directors may not undertake any action relating to the governance of the company in contravention of this Constitution and/or any provision of the Companies Act 2001, and to the extent that they do not conflict with this Constitution and/or any provision of the Companies Act 2001, the JSE Listings Requirements and/or SEM Rules

14.3 Liens

The company shall not take a lien or other charge on its own shares and no share shall be issued without being fully paid up.

14.4 Right to inspect accounts and other records

14.4.1 A Member, subject to such conditions and regulations as the directors may determine having regard to any obligation binding upon the company to keep confidential information supplied to it by other person, may inspect personally or by his agent at any time and from time to time any account or book or document of the company (and take and retain copies of them).

14.4.2 The company will be audited on an annual basis.

14.4.3 A printed copy of the Annual Report of the company prepared in accordance with the Companies Act 2001, including the balance sheet and profit and loss account or income and expenditure account shall, at least 14 days before the date of the meeting of Members, be delivered or sent by post to the registered address of every Member.

14.5 Winding up

If the company is wound up, the liquidator may, with the authority of a special resolution:

14.5.1 divide among the Members in specie the whole or any part of the assets of the company, (and may, for that purpose, value any assets and determine how the division will be carried out as between the Members or different classes of Members); and

14.5.2 vest the whole or any part of the assets of the company in trustees upon such trusts for the benefit of the Members as the liquidator determines,

but no Member will be compelled to accept any assets in respect of which there is a liability.

14.6 Variation of rights

The share capital of the company is divided into different classes of shares, the company shall not take any action which varies the rights attached to a class of shares unless that variation is approved by a special resolution, of the holders of the shares of that class.

The quorum for a separate class meeting (other than an adjourned meeting) to consider a variation of the rights of any class of shares shall be the holders of one third of the issued shares of that class.

So long as the company shall be a listed company, the preferences, rights, limitations or other terms of any class of shares of the company must not be varied and no resolution may be proposed to Members for rights to include such variation in response to any objectively ascertainable external fact.

Adequate voting rights, will in appropriate circumstances and as determined by the board and Members of the company, be secured to preference shareholders.

14.7 Payments to Members

Payments to Members must be provided for in accordance with the JSE Listings Requirements and the SEM Rules and must not provide that capital shall be repaid upon the basis that it may be called up again.

14.8 Commission

The company may not pay commission exceeding any percentage prescribed by the shareholders general approval, the SEM Rules and/or the JSE Listings Requirements to any person in consideration for their subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company.

14.9 Record date

The record date for all transactions shall be as set out in the JSE Listings Requirements and the SEM Rules.

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16. DIVIDENDS AND RESERVES

16.1 Declaration of dividends

16.1.1 The company in general meeting may declare dividends in accordance with the JSE Listings Requirements and the SEM Rules but may not declare a larger dividend than that declared by the directors and no dividend shall be declared and paid except out of profits and unless the directors determine that immediately after the payment of the dividend:

16.1.1.1 the company shall be able to satisfy the solvency test in accordance with section 6 of the Companies Act 2001; and

16.1.1.2 the realisable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital.

16.1.2 Dividends may be declared and paid in money, shares or other property, and the right of election of Members is not prohibited by this Constitution.

16.1.3 The company may cease sending dividend warrants by post if such warrants have been left uncashed on two successive occasions.

16.1.4 Notwithstanding clause 16.1.3 above, the company may cease sending dividend warrants after the first occasion on which such warrant is returned undelivered where after reasonable enquiries, the company has failed to establish any new address of the registered holder.

16.1.5 For so long as is required by SEM Rules and the JSE Listings Requirements, the company must hold all unclaimed distributions due to shareholders in trust, provided that the board may cause any such unclaimed distributions unclaimed for a period of five years (from the due date for payment) to be forfeited for the benefit of the company.

16.2 Computation of profit

In computing the profits for the purpose of resolving to declare and pay a dividend, the directors may include in their computation the net unrealised appreciation of the assets of the company.

16.3 Interim dividends

The directors may from time to time pay to the Members such interim dividends as appear to the directors to be justified by the surplus of the company.

16.4 Entitlement to dividends

16.4.1 Subject to the rights of holders of shares entitled to special rights as to dividends, all dividends shall be declared and paid equally on all shares in issue at the date of declaration of the dividend.

16.4.2 If several persons are registered as joint holders of any share, any of them may give effectual receipt for any dividend or other monies payable on or in respect of the share.

16.4.3 Dividends are to be payable to Members registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later.

16.4.4 Any amount paid up in advance of calls on any share may carry interest, but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.

16.5 Reserves

The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments as the directors may from time to time think fit.

16.6 Notice

Notice of any dividend that may have been declared shall be given to each Member in the manner hereinafter mentioned. All dividends unclaimed for five years after having been declared may be forfeited by resolution of the directors for the benefit of the company. The company shall hold monies other than dividends due to Members in trust indefinitely until lawfully claimed by such Member.

16.7 Interest

No dividend shall bear interest against the company.

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17. DEBT INSTRUMENTS

The board may create and issue secured or unsecured debentures and the board may authorise the company to issue secured or unsecured debt instrument but no special privileges associated with any debt instruments to be issued by the company may be granted and the authority of the board in such regard is limited by this Constitution.

18. CAPITALISATION SHARES

The board shall not have the power or authority to:

18.1 approve the issuing of any shares of the company as capitalisation shares; or

18.2 to issue shares of one class as capitalisation shares in respect of shares of another class; or

18.3 to resolve to permit Members to elect to receive a cash payment in lieu of a capitalisation share,

unless the SEM Rules and JSE Listings Requirements have been complied with.

For the purposes of the section, “capitalisation shares” shall mean, shares issued by the company, whether by way of a bonus award or otherwise, in such manner that the company’s reserves or unappropriated profits are in whole or in part applied in paying up such shares.

19. ACQUISITION BY THE COMPANY OF ITS OWN SHARES

Subject to the SEM Rules, the Securities (Purchase of Own Shares) Rules 2007 and the JSE Listings Requirements, the board may determine that the company should acquire a number of its own shares.”

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ANNEXURE LP8

DIRECTOR PROFILES

SANDILE NOMVETE (42)Non-executive Director and chairman

Sandile is the founder and CEO of Delta Property Fund Limited (South Africa) (“Delta SA”), a REIT listed on the JSE with a portfolio of assets valued at R8 billion as at 28 February 2015. At listing, Delta SA comprised of assets to the value of R2.1 billion. Under Sandile’s leadership, Delta SA has grown its asset base to R8 billion in 18 months. He co-founded Motseng Investment Holdings Proprietary Limited, which eventually became the empowerment partner to Marriot Property Group. A series of mergers and acquisitions within the sector provided the opportunity for Motseng to become the largest 100% black-owned property management company in South Africa.

Sandile serves as a director on a number of other listed entities, including KAP Limited. He has nearly a decade and a half of experience in executive and non-executive positions. In addition, Sandile is a graduate of the Property Development Programme from the University of Cape Town Graduate School of Business (2003), and holds an Executive Development Programme of Finance for nonfinancial managers Diploma from the University of Witwatersrand Graduate School of Business (2004).

Appointed to the Board on 14 August 2014

BRONWYN ANNE CORBETT (34)Chief Executive Officer

Bronwyn holds a BCompt Degree from the University of South Africa, an Honours Degree in Accounting from the University of Durban and she is a qualified Chartered Accountant.

She is the COO and CIO of Delta SA, a REIT listed on the JSE with a portfolio of assets valued at R8 billion at 28 February 2015. She has been instrumental in growing the fund from R2.1 billion in 2012 to R8 billion by 28 February 2015 as well as in the establishment of a successful DMTN programme. She has over 10 years’ experience in the property sector with a specific focus on property ownership. Prior to joining Motseng in April 2009 as the CFO, Bronwyn was the Financial Director and joint founder of Universal Retail Construction Company. Bronwyn also filled the role as the Financial and Operations Director of Universal Property Professionals, a development and property ownership company with a portfolio in excess of R12 billion.


LEON PAUL VAN DE MOORTELE (40)Chief Financial Officer

Leon holds a BCompt and BCompt Honours Degree from the University of South Africa and qualified as a Chartered Accountant in 2001. He further qualified as a Certified Information Systems Auditor, although this membership has since lapsed he brings a wealth of IT skills and experience to the Group. After completing articles with PwC in South Africa, Leon moved to Global Risk Management Services within PwC, where he become the Senior Manager in charge of Data Management division while still managing an audit portfolio of aviation clients for PwC. In 2004, he moved to Solenta Aviation where he took up the position of Group Finance Director within 18 months. During his tenure, he gained valuable experience across the African continent and was a crucial member of the executive team that saw the group expand operations from a fleet of 12 aircraft to 48 aircraft, operating in eight African countries (including South Africa, Mozambique, Algeria, Ghana, Gabon, Kenya, Tanzania and Cote d’Ivoire). Over his 11 year career within the aviation sector, he oversaw the implementation of ERP accounting and reporting systems, mergers and acquisitions, provided effective tax structuring advice for the purchase of aircraft, IFRS implementation and new company start-ups for a number of players in the aviation space across Africa.

Appointed to the Board on 1 July 2015

ASHISH THAKKAR (33)Non-executive Director

Ashish J. Thakkar is the Executive Chairman of Mara Sokoni, an African e-commerce platform with a focus on B2C marketplace for general merchandise. He is also the Founder of Mara Group and Mara Foundation. Ashish has driven the growth of the Mara Group from a small IT business in Uganda to the globally recognized multi-sector investment group that exists today. Through its investments, Mara Group now employs over 11,000 people across 25 African countries in sectors spanning technology, banking, real estate, infrastructure and agriculture. Ashish serves as Chair of the United Nations Foundation, Global Entrepreneurship Council and is the author of The Lion Awakes: Adventures in Africa’s Economic Miracle.

Appointed to the Board with effect from the Naivasha Closing Date

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JACQUELINE ROXANNE VAN NIEKERK (32)Non-executive Director

Jackie is the chief executive officer of The Pivotal Fund Limited. Jackie studied BCom Accounting at the University of Pretoria. She has 10 years of property experience in all property industries and disciplines. She joined Pivotal in 2009 as asset manager, where she gained experience in property management, investment and development in all property sectors. Jackie was elected to the board and appointed as managing director in June 2013.


DAVID STANLEY SAVAGE (51)Non-executive Director

Dave is an executive director of The Pivotal Fund Limited. He holds a BSc (Building) and MSc (Building). Dave has 27 years’ experience in the property industry, 25 years of which have been dedicated to the growth of the Abcon Group. Dave has been involved in all aspects of Abland becoming a national property development company active in all industry sectors. He was also integrally involved in the formation and listing of the Pivotal Fund. Dave currently serves as CEO of the Abcon group of companies. In addition, he serves on the Board of Fountainhead Property Trust.


PETER TODD (56)Lead independent non-executive Director

Peter is a qualified attorney and began his career as the senior tax manager at Arthur Anderson and Associates in Johannesburg. He joined TWS Rubin Ferguson in 1993 as a tax partner and was instrumental in listing six companies on the JSE. In 2000, Peter established Osiris International Trustees Limited in the British Virgin Islands (“BVI”) to provide international trust and corporate administrative services to global clients, as well as Drake Fund Advisors which assists with the setup and administration of hedge funds in the BVI and Cayman Islands. He held a non-executive director position at Redefine International Limited from the initial listing for some nine years and has been involved in the property industry for many years.


IAN DONALD MACLEOD (62)Non-executive Director

Ian holds a BCom (Honours) in Real Estate Investment, Valuation and Development and has over 41 years of experience with financial institutions, including Standard Bank of South Africa and Nedbank with a specific focus on Real Estate Credit Risk. He has extensive knowledge of the real estate sector’s key role players, business sector and geographic nodes. Ian has managed portfolios in excess of R40 billion during changing economic cycles and managing problematic properties in economic downturns. It is Ian’s expertise and knowledge that have seen him previously hold the position of Head of Credit for Real Estate.

Appointed to the Board on 1 July 2015

MAHESHWAR DOORGAKANT (38)Non-executive Director

Maheshwar is a fellow of the Institute of Chartered Accountants of England and Wales. He holds the position of Managing Director of Apex Fund Services (Mauritius), which forms part of the Apex Group. He holds a number of directorships on numerous board in both India and Africa for various funds and companies through which he has acquired extensive experience and knowledge on key industries in India and its principle capital markets as well as Africa. Mahesh is also the President of the Executive Committee of the Association of Trust and Management Companies of Mauritius.

Appointed to the Board on 11 March 2015

CHANDRA GUJADHUR (68)Non-executive Director

Chandra is the Chairman and co-founder of Apex Fund Services (Mauritius) Limited. He is also a member of the Institute of Chartered of Accountants in England and Wales and an associate member of the Society of Trust and Estate Practitioners, has long standing experience in the auditing of offshore funds, fund structuring and tax planning.

He was previously a member of the Accounting and Auditing task team of the Corporate Governance Committee of Mauritius and the Chairman and member of the Consultative Sub-Committee on the drawing up of the New Listing Rules of the Stock Exchange of Mauritius. He retired as a senior partner with Deloitte at the end of September 2006, after 18 years, to assume the responsibility of Managing Director at Apex Mauritius. As a board member of numerous India focused funds and companies he has gained extensive experience and knowledge on key industries in India and its principal capital markets.

Appointed to the Board on 11 March 2015

185

IAN CHAMBERS (50)Non-executive Director

Ian holds a Bcom degree from the University of Natal and a Higher Diploma in Tax Law from the University of the Witwatersrand. He is a Fellow of the Financial Planning Institute of South Africa, a Certified Financial Planner and a Master Tax Professional. Employed by the Law Interpretation Division of the Commissioner for Inland Revenue (currently the South African Revenue Service) for December 1985 to May 1990. Engaged as a consultant at Fisher Hoffman Stride (“FHS”) from May 1990. Appointed a director of FHS Consulting (Pty) Limited and Managing Director of FHS Personal Financial Planning (Pty) Limited in March 1994. Engaged in all aspects of tax law. Oversaw the implementation of VAT into retail operations and presented numerous seminars (both income tax and VAT aspects) on behalf of the South African Institute of Chartered Accountants.

Left FHS in March 1998 to head up the Structured Finance Division and Project Finance Division of Credit Agricole Indosuez South Africa (“CAISA”) reporting directly to the country head and to Paris.

Entered into a retainer contract with CAISA and I teamed up with Pinet to form Chambers Pinet. The company provided specialized tax consulting services and speciliased insurance solutions to clients, including the provision of employee benefits and medical aid solutions.

Established Chambers Consulting in 2001 to concentrate on tax consulting services only.

Joined Routeldge Modise attorneys in September 2003 to establish and head up their tax department and exchange control department. Emigrated from South Africa to Mauritius in May 2008 and established Ian Chambers Consulting Limited providing international tax, exchange control and corporate advisory services to clients including the negotiation and conclusion of acquisitions for clients.


186

ANNEXURE LP9

OTHER DIRECTORSHIPS

The table below sets out the names of the companies and other entities of which the Directors of the Company are or have been directors, members or partners during the five years preceding the Last Practicable Date.

Director Name of company or entity Capacity Active/Resigned

S Nomvete Delta Property Fund Limited Director and Beneficial shareholder

Active

Shameless Way Trading Director and Shareholder ActiveKAP Industrial Holdings Limited Director ActiveBury Holdings Limited Director ActiveDelta Property Asset Management Proprietary Limited

Director Active

Mesismart Proprietary Limited Director Active277 Vermeulen Street Properties (Pty) Ltd Director ActiveChoice Decisions 300 (Pty) Ltd Director ActiveBowwood and Main No 117 (Pty) Ltd Director ActiveHendisa Investments (Pty) Ltd Director ActiveHestitrix (Pty) Ltd Director ActiveK2014000273 (Pty) Ltd Director ActivePhamog Properties (Pty) Ltd Director ActiveSomnipoint (Pty) Ltd Director ActiveDelta Africa Property Holdings Limited Director and Beneficial

shareholderActive

K2013233439 (Pty) Ltd Director ActiveBlack Association Of Commercial Property Owners (deregistration process)

Director Active

Mesidox (Pty) Ltd Director ActiveMesismart (Pty) Ltd Director ActiveTuffsan Investments 1055 (Pty) Ltd Director ResignedMesispot (Pty) Ltd Director ResignedBarracas Properties (Pty) Ltd Director ResignedCopamart (Pty) Ltd Director ResignedCopaset (Pty) Ltd Director ResignedCopastep (Pty) Ltd Director ResignedCultuway (Pty) Ltd Director ResignedElastomate Investments (Pty) Ltd Director ResignedEpibuzz (Pty) Ltd Director ResignedEpipax (Pty) Ltd Director ResignedHardy’s Office Furniture (Pty) Ltd Director ResignedHestitime (Pty) Ltd Director ResignedHestiscope (Pty) Ltd Director ResignedHestitorque (Pty) Ltd Director ResignedInzuzo Landscapes (Pty) Ltd Director Resigned

BA Corbett Delta Property Fund Limited Director and Beneficial Shareholder

Active

Delta Africa Property Holdings Limited Director and beneficial shareholder

Active

Copapax Proprietary Limited Director and beneficial shareholder

Active

Choice Decisions 300 (Pty) Ltd Director ActiveHendisa Investments (Pty) Ltd Director ActivePhamog Properties (Pty) Ltd Director Active277 Vermeulen Street Properties (Pty) Ltd Director Active

187


Bowwood and Main No. 117 (Pty) Ltd Director and Beneficial Shareholder

Active

Hestitrix (Pty) Ltd Director ActiveK2014000273 Director ActiveBury Holdings Limited Director Active

LP van de Moortele

Tadvest Limited Director Active

Delta Africa Property Holdings Director ActiveDelta International Mauritius Limited (Mauritius) Director ActiveDIF1 Co Limited (Mauritius) Director ActiveHM&K Properties Limited Director ActiveSal Investment Holdings Limited Director ActiveZimpeto Investment Holdings Limited Director ActiveZimpeto Imobiliaria Limitada (Mozambique) Director ActivePettiford Properties (Pty) Ltd Director ActiveVan de Moortele Properties (Pty) Ltd Director ActiveSolenta Investment Holdings (Pty) Ltd Director ResignedSolenta Aviation (Pty) Ltd Director ResignedSolenta Aviation Workshop (Pty) Ltd Director ResignedSolenta Aviation Training Academy (Pty) Ltd Director ResignedFederal Holdings (Pty) Ltd Director ResignedFederal Air (Pty) Ltd Director ResignedFederal Airlines (Pty) Ltd Director ResignedFedikwe Air Safaris (Pty) Ltd Director ResignedReally Useful Investments No. 221 (Pty) Ltd Director ResignedTakifa Properties (Pty) Ltd Director ResignedRainbow Place Properties No 163 (Pty) Ltd Director ResignedSolenta Aviation Kenya Limited Director Resigned

A Thakkar MG Investments Assets Limited, Director ActiveMara Partners (Cayman) Limited Director ActiveMara Partners FS Limited Director ActiveAtlas Mara Co-Nvest Limited Director ActiveRaps Middle East LLC Director ActiveMara Investment Partners Limited Director ActiveMIC Investment Management Limited Director ActiveMara Investment Corporation SPC Limited Director ActiveMara Online Limited Director ResignedMara JS Investment Holdings Limited Director ResignedMara JS Sugar Holdings Limited Director ResignedMara JS Sugar West Africa Limited Director ResignedMara JS Ethanol Holdings Limited Director ResignedMara JS Ethanol East Africa Limited Director ResignedMara Agriculture Holdings Limited Director ResignedMara Agriculture EA Holdings Limited Director Resigned

JR van Niekerk The Pivotal Fund Limited Director ActivePivotman Director ActiveAbreal Director ActiveInnovative Solutions Management, Director ResignedCIFIN Director Resigned

DS Savage TJRPH Investments, Director ActivePod Property Fund Director ActivePod Asset Managers Director ActiveStoneridge Office Park Owners Association Director Active

188


Thorn Tree Homeowners Association Director ActiveStorvest Director ActiveMnandi Home Owners Association Director ActiveKemtek Imaging Systems Holdings Director ActiveFernow Projects Director ActiveFountainhead Property Trust Management Director ActiveLandab Director ActiveAlloverprops Director ActiveNitapat Metals And Technical Sales Director ActiveCrh Investments Director ActiveK2015034716 (South Africa) Director ActiveSabreal Director ActiveAbland Investments 97 Director ActiveSable Homes Director ActiveSable Homes Investments 2 Director ActiveSable Estates Director ActiveSable Homes Investments Director ActiveMercland Director ActiveSabdev Director ActiveAbreal Director ActiveLandgro Developments Director ActiveAbland Investments Director ActiveAbland Cape Director ActiveOld Abland Director ActivePortion 209 Witkoppen Director ActiveAbdev No 24 Director ActiveSabland Director ActivePortion 3-4 of Erf 5495 Bryanston Director ActiveVierfontein Properties Director ActiveSable Retreat Director ActiveAbdev No 20 Director ActivePtn 3 Erf 85 Illovo Director ActiveHeledev No 6 Director ActivePtn 2-5495 Bryanston Director ActiveSunward Park Erf 3559 Director ActiveAbland Director ActiveAbdev No 46 Director ActivePortions 103-4 Waterval Director ActiveOilgro Director ActiveKya Business Park Director ActivePivotman Director ActiveAbland Manapa Development Director ActiveThe Wonderers Office Park Director ActiveAbland Gauteng Director ActiveHeledev No 13 Director ActiveLynmor Trading Company Director ActiveKya Sands Business Park Owners Association

Director Active

Heledev No 10 Director ActivePtn 113 Weltevreden Director ActiveKingloth Properties (Pty) Ltd Director ActiveFairway Office Park Owners Association Director ActiveDuelco Investments 79 (Pty) Ltd Director ActiveThe Wonderers Office Park Owner’s Association

Director Active

Demerara Consultants Director ActiveLightside Investments Director Active

189


Ptyprops 98 Director ActiveConstantia Valley Office Park Owners Association

Director Active

Wykwet 28 Director ActiveSable Construction Director ActiveMeso Outdoor Director ActiveSable Homes North Director ActiveAbland Manapa Investments Director ActiveTijger Vallei 1 Director ActiveHazeldean Retreat Director ActiveTijger Vallei 2 Properties Director ActiveAbland Manapa Construction Vip Director ActiveAutumn Star Trading 74 Director ActiveCasadobe Props 72 Director ActiveBlackrock Offices Director ActiveTopshell Director ActiveExact-Trade 144 Director ActivePortion 3 of Erf 163 Hillcrest Director ActiveBallywood Properties 2 Director ActiveAbfin Director ActiveIliza Elitsha Property Investment Director ActiveIliza Elitsha Investments Director ActiveThe Pivotal Fund Limited Director ActiveIliza Elitsha Project Management Director ActiveIntercare Infinity Hazeldean Director ActiveRzt Zelpy 4689 Director ActiveIliza Elitsha Joint Venture Company Director ActiveSomerset West Autopark Director ActiveOkalang East Director ActiveOkalang West Director ActiveDinegro Holdings Director ActiveAbland Siyakha Director ActivePacific Breeze Trading 578 Director ActiveOukraal Developments (Rf) Director ActiveBroadacres Retreat Director ActiveRzt Zelpy 5352 Director ActiveHazeldean Office Park Owners Association Director ActivePtn 3 of Holding 21 Director ActiveAbman Director ActivePivotal Goldfields Mall Director ActiveAbland Coastal Director ActiveAbreal Projects Director ActiveDiversified Property Fund, Director ResignedShelfpack 004 Director ResignedS and D Properties Director ResignedRivonia Ext 4 Director ResignedPacific Breeze Trading 91 Director ResignedKya Sands Business Park Owners Association Director ResignedIntercare Sub-Acute Hospital Hazeldean Director ResignedIlizaElitsha Asset Management Director ResignedFuelCo Director ResignedDi Files and Boxmakers Director ResignedCranleigh Homeowners Association Director ResignedCanterbury Homeowners Association Director ResignedCampus on Rigel Director Resigned

190


Bellandia Investments Director ResignedAngel Investment Properties Director ResignedAbland Foundation Director ResignedPangbourne Properties Director Resigned

P Todd Delta Africa Property Holdings Limited Director ActiveDelta International Mauritius Limited International Trustees

Director Active

HM&K Properties Limited Director ActiveSal Properties Investments Limited Director ActiveDIF Co1 Limited Director ActiveZimpeto Investment Holdings Limited Director ActiveAviation Crew Resource South Director ActiveAfrica (Pty) Limited, Botraysa Director ActiveLimited, Ciref German Portfolio Director ActiveLimited, Ciref German Portfolio Limited Director ActiveDaytona Capital Management Limited Director ActiveDelta International Property Holdings Limited Director ActiveDrake Admin Services Limited Director ActiveDrake Fund Advisors Limited Director ActiveDrake Fund Advisors SA Proprietary Limited Director ActiveDrake Fund Services Limited Director ActiveDrake Incubator PCC Director ActiveGreen Flash Properties Limited Director ActiveThe Hampshire Motor Investment Company Limited

Director Active

Heavy Lift Charters Limited Director ActiveHover Aviation Insurance Limited Director ActiveISIS Corporate Services Limited Director ActiveISIS Directorship Services Limited Director ActiveJacksons Investments Limited Director ActiveMelrose Venture Capital Holdings Limited Director ActiveMyapro Investments Pty Limited Director ActiveNorth South Mews Limited Director ActiveOakfield Venture Capital SPC Limited Director ActiveOsiris Financial Management Limited Director ActiveOsiris Fund Managers Limited Director ActiveOsiris Insurance Management Limited Director ActiveOsiris International Trustees Limited Director ActiveOsiris Management Services Limited Director ActiveOsiris Secretarial Services Limited Director ActivePremier Capital Managers Limited Director ActiveReinsurance Solutions Limited Director ActiveRBDL Investments Limited Director ActiveRock Holdings Limited Director ActiveStarlite Aviation Operations Limited Director ActiveStarlite Holdings (Pty) Limited Director ActiveStart Incorp Services Limited Director ActiveTelestream Communications Limited Director ActiveWorldwide Property Opportunities Limited Director Active36 South Limited Director ResignedDesideratum Portfolio SPC Limited (Fmly Global Portfolio SPC Limited)

Director Resigned

Magatar Mining Limited Director ResignedNew Frontier Properties Limited Director Resigned

191


Osiris Advisors Limited Director ResignedOsiris Properties International Limited Director ResignedRedefine International Holdings Limited Director ResignedSouthern View Finance UK Limited, Southern View Finance Mauritius Limited

Director Resigned

M Doorgakant Delta Africa Property Holdings Limited Non-executive director ActiveAfrica Sustainability Fund Director ActiveAnchor Investment & Trading Private Limited Director Under liquidationApex Fund Services (Mauritius) Ltd Director ActiveAPF–II India Holdings Private Limited Director ActiveAPF–II India Investments Private Limited Director ActiveAvatar Investment Management Limited Director Under liquidationBay Capital India Fixed Income Fund Ltd Director ActiveBlue Arrow (Mauritius) Fund Management Ltd Director ActiveBlue Sky Leasing Ltd Director ActiveCarton Infrastructure Ltd Director ActiveCohesion India Best Ideas (Master) Fund Limited

Director Active

Crescentstar Capital Partners Ltd Director Under liquidationDeloitte Africa Holdings Director ActiveDSP BlackRock India Fund Director ActiveDSP BlackRock India Investment Fund Director ActiveEastern and Southern African Trade Advisers Limited

Director Active

Elara India Opportunities Fund Limited Director ActiveEnam Asset Management Director ActiveEnvision Capital Ltd Director ActiveEtisalat Mauritius Limited Director ActiveFenmor Energy Ltd Director ActiveGlobal India Growth Opportunities Fund Ltd Director ActiveGlobal Investment Fund (SPC) Limited Director ActiveGlobal Investment Opportunities Fund (SPC) Limited

Director Active

Global Multi Asset Fund (SPC) Limited Director ActiveGlobal Strong Growth Fund Director ActiveGlobal Town Investment Limited Director ActiveICG Q Limited Director ActiveIcp Holdings I Director ActiveIMSF (Mauritius) Limited Director ActiveIndia Discovery Fund Ltd Director ActiveIndia High Yield Fund Director ActiveIndia Horizon Fund Ltd Director ActiveIndia Infrastructure Development Fund Ltd Director ActiveIndia Infrastructure Development Islamic Fund Limited

Director Active

India Insight Value Fund Director ActiveIndia Multi-Debt Fund Limited Director ActiveIndia Yield Maximiser Fund Limited Director ActiveIndia Zen Fund Director ActiveINTECH EM Vol (Mauritius) Limited Director ActiveKIPEF-I Director ActiveKotak India Private Equity Fund Director ActiveMarshal Global Capital Fund Limited Director Active

192


Matrix Emerging Infrastructure Fund Ltd (previously known as Pangea Emerging Infrastructure Fund Limited)

Director Active

Mulberry Tree Partners Director ActiveOcean Dial Gateway to India (Mauritius) Limited

Director Active

Ocean Dial Investment Funds Public Limited Company

Director Active

Ocean Dial South Asia Frontier Fund Director ActiveOcean Dial Systematic India Return (Mauritius) Limited (Ex. Ocean Dial Systematic Alpha (Mauritius) Limited)

Director Active

Pacatolus Growth Fund Director ActivePlutus Terra India Fund Director ActivePragati India Fund Limited Director ActiveReliance Asset Management (Mauritius) Ltd Director ActiveSaama Capital Management, Ltd Director ActiveSICP Management Co. Director ActiveSustainable Capital Africa Alpha Fund Director ActiveStamford Fourth Ltd Director ActiveStamford South Fourth Ltd Director ActiveSustainable Capital Africa Consumer Fund Director ActiveSustainable Capital Nigeria Fund Director ActiveSVBIF Management Director ActiveTARRA Fund Director ActiveTata India Debt Fund Director ActiveTeak Hill Indus Fund Director ActiveTeak Hill Indus Master Fund Director ActiveTelegraph Capital Partners (Ex Sable Island Ltd)

Director Active

Theis Investment Holding International Ltd Director ActiveToyota Tsusho CSV Africa Pte. Ltd Director ActiveUnifi India Fund Ltd Director ActiveUTI International Wealth Creator 1 Director ActiveUTI International Wealth Creator 2 Director ActiveUTI International Wealth Creator 3 Director ActiveUTI International Wealth Creator 4 Director ActiveUTI International Wealth Creator 5 Director ActiveUTI International Wealth Creator 6 Director ActiveValiant Mauritius Partners Limited Director ActiveValiant Mauritius Partners Offshore Limited Director ActiveVontobel India Fund Director ActiveVontobel India Select Fund Director Active

C Gujadhur Delta Africa Property Holdings Limited Non-executive director ActiveAnchor Investment & Trading Private Limited Director Under winding up

processApex Fund Services (Mauritius) Ltd Director ActiveAvatar Investment Limited Director ActiveBay Capital India Fixed Income Fund Ltd Director ActiveBay Capital Investments Ltd Director ActiveBay Capital Partners Ltd Director ActiveBlooming Capital Market Fund Director Under winding up

process

193


Blue Sky Leasing Ltd Director ActiveBritannia and Associates (Mauritius) Pvt Ltd Director ActiveCarton Infrastructure Ltd Director ActiveCarwel Estates Limited Director ActiveCrescent India Shariah Growth Fund Ltd Director Under winding up

processDeloitte Africa Holdings Director ActiveEastern and Southern African Trade Fund Director ActiveElara India Opportunities Fund Limited Director ActiveEmergent India Investment Ltd Director ActiveEnvision Capital Ltd Director ActiveEtisalat Mauritius Limited Director ActiveForefront Investments Ltd Director ActiveGlobal India Growth Opportunities Fund Ltd Director ActiveGlobal Investment Fund (SPC) Limited Director ActiveGlobal Multi Asset Fund (SPC) Limited Director ActiveGreenfield Asset Management Ltd Director ActiveIndia Credit Investments Fund Limited Director ActiveIndia Credit Opportunities Fund Limited Director Under winding up

processIndia Credit Portfolio Limited Director ActiveIndia Infrastructure Development Fund Ltd Director ActiveIndia Infrastructure Development Islamic Fund Limited

Director Active

KIPEF-I Director ActiveKotak India Private Equity Fund Director ActiveLong Term India Fund Director ActiveMalabar India Fund Limited Director ActiveMotilal Oswal Asset Management (Mauritius) Pvt. Ltd

Director Active

Natural Oil Ventures Co. Ltd Director ActiveNawaab Nominees Limited Director ActiveOrange Mauritius Investments Limited Director ActiveReliance Emergent India Fund Limited Director ActiveSignet Hotels (Mauritius) Ltd Director ActiveSorin Management, Limited Director ActiveStamford Fourth Ltd Director ActiveStamford North Fourth Ltd Director ActiveStamford South Fourth Ltd Director ActiveTarra Fund Director ActiveTata India Debt Fund Director ActiveTata India Fixed Income Fund Director ActiveTata Indian Sharia Equity Fund Director ActiveTRIF Amritsar Project (Mauritius) Limited Director Under liquidationTRIF Chennai Info-park Limited Director Under liquidationTRIF Developers (Mauritius) Ltd Director Under liquidationTRIF Kochi Info-Park (Mauritius) Ltd Director Under liquidationTRIF Tamil Nadu Info-Park Limited Director Under liquidationUnifi India Fund Ltd Director ActiveValiant India Opportunities, Ltd Director ActiveValiant Mauritius Partners Fdi Limited Director ActiveValiant Mauritius Partners Limited Director ActiveValiant Mauritius Partners Offshore Limited Director Active

ID Macleod Delta Property Fund Limited Non-executive director ActiveDelta Africa Property Holdings Limited Non-executive director Active

194


I Chambers Pivotal Capital Property Fund Limited Director and beneficial shareholder

Active

Human Resources Africa Limited Director ActiveICC Options International Limited Director ActiveIan Chambers Consulting Limited Director ActiveFreese Investments Limited Director ActiveVilla Laetitia Limited Director ActiveSable Holdings Limited Director ActiveYork Street Properties Limited Director ActiveOne Twenty Eight Villas Valriche Limited Director ActiveTwenty Six Villas Valriche Limited Director ActiveNyati Company Limited Director ActiveHarbour Place Limited Director ActiveBritannia Investments Limited Director ActiveBel Ombre Investments Limited Director ActiveCentre de reparation de camion d’approvisionnement Limited

Director Active

Drill Stem Testing International Limited Director ActiveEnermech (Mauritius) Limited Director ActiveSpecialist Mechanical Technologies Limited Director ActiveAbvest Limited (Formerly Abland Africa Limited)

Director Active

International Facilities Services BOOM Limited Director ActiveInternational Facilities Services Mauritius Limited

Director Active

Regis Holdings Limited Director ActiveReed Capital Limited Director ActiveAbland Diversified Holdings LimitedIndustrial Waste Technologies Limited Director ActiveTadvest Holdings Limited Director ActiveEast African Property Investments Limited Director ActiveSynapse Capital Limited International Assurance PCC Limited

Director Active

InExCap Limited Director ActiveChambers Pinet (Pty) Limited Director ResignedFHS Consulting (Pty) Limited Director ResignedFHS Personal Wealth (Pty) Limited Director ResignedPrime Factors International Limited Director Resigned

Directors of Delta International Mauritius Limited

LP van de Moortele

Per above Director Active

G Pearson Delta Africa Property Holdings Director ActiveS&C Imobiliaria Limitada Director ActiveCommotor Limitada Director ActiveDelta International Bahrain SPC Director ActiveSal Investment Holdings Limited Director ActiveHM&K Properties Limited Director ActiveZimpeto Investment Holdings Limited Director Active

195


P Todd Per above Director Active

K Moothoosamy Accra Mall (Mauritius) Limited Director ActiveAmani Place Properties Limited Director ActiveAfrica Joint Investment Fund Alternate Director ActivePineBridge Investments GF Mauritius Limited Director ActiveAtlantic Leaf Properties Limited Director ActiveArena Holdings Limited Director ActiveBarclays India Insight Fund Limited Director ActiveBH Property Investments Limited Director ActiveBifm Private Capital Core Fund Limited Pcc Director ActiveCorinthian Capital Management (Mauritius) Limited

Director Active

Delta International Mauritius Limited Director ActiveDIF 1 Co Ltd Director ActiveDoric Asia Pacific Small Cap (Mauritius) Limited

Director Active

Double Peak Limited Director ActiveFreedom Asset Management Director ActiveHm&K Properties Limited Director ActiveIndea Ankam Master Fund Director ActivePrans Asset Management Ltd Director ActiveInfinite Healthcare Ventures Director ActiveInvestec Zimbabwe Recapitalisation Fund Limited

Director Active

Indea Long Term Opportunities Master Fund Director ActiveindiaSTAR (Mauritius) Ltd Director ActiveSV India I Ltd Director ActiveForty Two Point Two Director ActiveKRAP Investment Ltd Director ActiveKuvera Fund Limited Director ActiveLousol Properties Mauritius Director ActiveMeritWise Capital Assets Managers Ltd. Director ActiveNetplus.com (Mauritius) Limited Director ActiveNIAE Fund, LLC Director ActiveSummit Properties Limited Director Active

Directors of Freedom Property Fund SARL

Paul Simpson Freedom Property Fund SARL Director ActiveDelta Property Fund Limited Director ActiveSouth African Council of Shopping Centres Director ActiveReally Exciting Developments (Pty) Ltd Director ActiveReally Exciting Development Investments (Pty) Ltd,

Director Active

Really Exciting Development Holdings (Pty) Ltd Director ActiveFirst National Property Syndicate (Pty) Ltd Director Active

196


Dealtime Trade 83 (Pty) Ltd Director ActiveBlack and Red Property Investments (Pty) Ltd

Director Active

Limosa Investments 105 (Pty) Ltd Director ActiveGreen Building Council of South Africa Director ResignedCelebration North Riding (Pty) Ltd Director ResignedBryanston Extension 97 (Pty) Ltd Director ResignedMoAfrica (Pty) Ltd Director ResignedGroup 5 Building Cape Districts (Pty) Ltd Director ResignedTailspin Trading 38 (Pty) Ltd Director ResignedThe Flower Shop at Applebys (Pty) Ltd Director ResignedSMG Global Sport Management (Pty) Ltd Director ResignedQuadro Agritainers (Pty) Ltd Director Resigned

Ojong Nso Freedom Property Fund SARL Director Active

Directors of Commotor Limitada

G Pearson Per above Director Active

Directors of S&C Imobiliaria Limitada

G Pearson Per above Director Active

197

ANNEXURE LP10

STRUCTURE OF THE DELTA GROUP

Structure Post Pipeline & Pivotal Transaction

SARL(Morocco)

ShoppingCentre

Morocco

Bahrain (Bahrain)

99%

Limited

100%

Limited

Limited

Limited

Limited

(Mozambique)

Limited(Nigeria)

100%

Limitada

(Mozambique)

Kenya

Limitada(Mozambique)

I

Nigeria

Mozambique Mozambique

VodaBuilding

Mozambique Mozambique

100% 100% 100% 100% 100% 100% 100% 100% 100%

45.5% 37.1% 95% 95% 95% 97%

1%

3%

97% Limited(Kenya) (Mozambique) (Mozambique)

5%

5% 5%

Makuba MallLimited

(Zambia)

Makuba MallLimited

(Zambia)

Kafubu MallNdola, Zamba

Makuba MallKitwe, Zambia

50% 50%

198

ANNEXURE LP11

DETAILS OF MAJOR SUBSIDIARIES OF DELTA

Subsidiary Reg NoPlace of Incorp.

Incorp. Date

Issued share capital held

Nature of Business Directors

Delta International Mauritius Limited

Date on which it became a subsidiary: 11 July 2014

115250 Cl/GBL Mauritius 18 March 2013 19 925 100 Investment Holding

Leon van de Moortele; Greg Pearson; Peter Todd; Kesaven Moothoosamy

S&C Immobillaria Limitada

Date on which it became a subsidiary: 18 June 2014

11661 Mozambique 2 August 1999 958 Owner of the Anadarko

Building in Mozambique

Greg Pearson

Commotor Limitada

Date on which it became a subsidiary: 22 April 2015

18381 Mozambique 30 June 2007 16 258 974 Owner of the Hollard and

Vodacom Buildings

respectively

Greg Pearson

Freedom Property Fund SARL

Date on which it became a subsidiary: 24 July 2015

303397 Morocco 1 September 2014

112 818 Morrocan operating entity

whereby the Anfa Shopping Centre is owned

Paul Simpson; Ojong Nso

The above Major Subsidiaries’ principal activities are the investment in properties and the management thereof. Delta’s shareholdings in its subsidiaries are reflected in Annexure LP10 above.

199

MATERIAL INTERGROUP LOANS

Company

Material intergroup Loan balance (USD)

dt/(ct)Counterparty

Name of subsidiary Terms of loan agreement

DIF 1 Co Limited (Mauritian Incorporated)Registration number: 127081

68 914 392 Freedom Property Fund SARL

The loan is subject to interest at the rate fixed by the Ministry of Finance of the Kingdom of Morocco from time to time and is repayable 123 months after each utilisation date. Repayable 123 months after each utilisation date.

(69 238 516) Delta International Mauritius Limited

The loan is subject to interest at 4%, is unsecured and there are no fixed terms of repayment.

Delta International Bahrain SPCRegistration number: 90218-1

655 155 Freedom Property Fund SARL

The loan was ceded to DIF 1 Co Limited through a cession and transfer agreement on 21 January 2015 and the balance outstanding relates to the interest accrued to that date. The loan receivable is unsecured, interest free and is repayable within 2 years from the utilisation date.

(824 751) Delta International Mauritius Limited

The loan is unsecured, interest free and repayable within 5 years of the utilisation date.

Delta International Mauritius LimitedRegistration number: 115250

(99 732 875) Delta Africa Property Holdings Limited

The loan is unsecured, bears interest at a fixed rate of 3.63%. Each tranche is repayable within 24 months after utilisation date or such later date as may be notified by the lender to the borrower in writing from time to time.

69 238 516 DIF 1 Co Ltd The loan is subject to interest at 4%, is unsecured and there are no fixed terms of repayment.

Delta Africa Property Holdings LimitedRegistration number: C128881

99 732 875 Delta International Mauritius Limited

The loan is unsecured, bears interest at a fixed rate of 3.63%. Each tranche is repayable within 24 months after utilisation date or such later date as may be notified by the lender to the borrower in writing from time to time.

200

ANNEXURE LP12

OTHER CURRENT ACQUISITIONS

Property Name

Physical address Sector

Nature of title to be acquired

Rentable area (m2)

Weighted average

rental per m2

(USD)

Cost of acquisition

(USD) (1)

Market Value

attributed by the Valuer(USD) (2)

Date to be acquired (estimate)

Barclays House

Lot No 68 and Lot No 68A of the Business Park Of Mauritius Ltd, Ebene, Cybercity

Office Propertytitle to

transfer

7 700 12.3 13 500 000 14 000 000 22 February 2016

VALE Accomodation Compound

PAIRRO CHINGODZA” as held under Title Number 8027, Tete Province” situated at off Tete/Zambia Road, Tete Mozambique

Residential Share ownership

to be acquired

12 966 21.7 33 083 000 34 980 000 31 March 2016

(effective date 1

December 2016)

Bollore Rua No. 1 Corner Avenue De Marginal Cidade De Pemba

Industrial Property 6 374 11.8 8 499 888 8 663 000 31 March 2016

(effective date 1

December 2016)

Notes: (1) Barclays House will be settled via the issue of shares in terms a vendor consideration placement for 40% of the purchase price (plus acquisition

costs), 60% will be settled via bank finance.

VALE accommodation compound will be settled via the issue of share for 50% of the purchase price (plus acquisition costs), USD2 000 000, of which will be shares to the vendor, and 50% will be settled via bank finance. Bollore will be settled via the issue of shares in terms a vendor consideration placement for 50% of the purchase price (plus acquisition costs), 50% will be settled via bank finance.

(2) The Valuers are external valuers as defined by section 13 of the JSE Listings Requirements.(3) Any goodwill arising from the transactions will be held at cost less impairments.

201

ANNEXURE LP13

DETAILS OF VENDORS

Acquisition of Anfa Place Shopping Centre

Name of vendor Anfa Plage SA

Address of vendor 157 Boulevard de la Corniche Ain Diab Casablanca (Morocco)

Asset acquired from vendor Anfa Place Shopping Complex

Date asset originally acquired by the vendors Designed by Architect Sir Norman Foster and developed in 2013 by Inveravante, one of Spain’s leading property developers.

Price paid to the vendor including transaction costs plus deferred and contingent considerations

USD 117 732 541

Effective date of acquisition of the asset 25 July 2015

Were book debts guaranteed by the vendor? Yes

Were normal warranties provided by the vendor? Yes

Were restraints imposed on the vendor under the acquisition?

Yes, rental guarantee was incorporated into the purchase and sale agreement. The rental guarantee comprised of 2 components, namely:

(a) Guarantee for 50% of the rentals and common areas to be paid by the lessees under the lease agreements, up to maximum of MAD37 265 594 from Completion date to 31 December 2014; and

(b) Vacancy guarantee, whereby 100% of the rentals, common areas, parking and advertising revenue in relation to the units which are vacant upon the signature of the sale agreement, from Completion date to the first anniversary of Completion date, up to a maximum of MAD9 398 584

Did the acquisition involve any liability for accrued taxation?

No, no additional tax liability was assumed as part of the asset acquisition.

Has the asset acquired been transferred into the name of Delta or one of its subsidiaries?

Yes, into Freedom Property Fund SARL

Has the asset acquired been ceded or pledged? Yes, as security for the Investec Bank Limited loan facility.

Acquisition of the Anadarko Building

Name of vendor Samuel Jay Levy, Luis Filipe da Silva Rodrigues and Jose Manuel Caldeira

Address of vendor Sal & Caldeira Advogados, 2nd Floor, 3412 Julius Nyerere Avenue, Maputo, Mozambique

Asset acquired from vendor S&C Imobiliaria Limitada, and Mozambican incorporated entity owns the Anadarko Building and its shareholding comprised of Sal Investment Holdings Limited (Mauritian incorporated entity) who owned 97% of the issued share capital and the individuals mentioned above, whom owned the remaining 3% equally.

202

Date asset originally acquired by the vendors S&C Imobiliaria was incorporated in 1999 and the Anadarko Building was developed in 2013 by Sociedade De Construcoes Catemba Limitada, the five storey-building with four basement parking levels totalling 181 parking bays and storage is located in the most prestigious upcoming business node of Maputo.

Price paid to the vendor including transaction costs plus deferred and contingent considerations USD30 993 559

Effective date of acquisition of the asset 14 July 2014

Were book debts guaranteed by the vendor? No



No further restraints were imposed on the vendor under the purchase and sale agreement.


No, the final settlement of any additional tax liabilities was settled through the adjustment account.


The existing structure was acquired from the previous owner and therefore the asset was not transferred out of S&C Imobiliaira Limitada.

Has the asset acquired been ceded or pledged? The asset has been pledged as security for the Standard Bank Mozambique loan provided to S&C Imobiliaria Limitada for a capital amount of USD10 451 000

Acquisition of the Hollard Building

Name of vendor Antonio Gomes de Almeida Vicente; Filipe Ricardo Samuel Mandlate; Julio Garrido Mirapeix; Quintino Manuel Pinto Cotao; Miguel Alvin; Dhirendra Nath; Stuart Hulley-Miller; Adamo Valy; Henri Mitter; CV6 Limited (Registration No: IBC 622 165)

Address of vendor HM&K Properties was owned by several individuals and CV6 Limited, a registered company according to the laws of the British Virgin Islands.

Asset acquired from vendor The Company accordingly holds 100% of the issued shares in HM&K Properties, whom intern owns 95% of the issued shares in the subsidiary, Commotor Limitada. S&C Imobiliaria Limitada (Group subsidiary) owns the remaining 5% of the shares in Commotor Limitada, who holds the title of the Hollard Building.

Date asset originally acquired by the vendors Developed in 2008 by Commotor Limitada, the four-storey building with one level of structured parking below comprises a perfect mix of offices and café at the heart of downtown Maputo


The total purchase price paid to the vendor amounted to USD14 930 000

Effective date of acquisition of the asset 20 April 2015


Were normal warranties provided by the vendor? Yes, in terms of a standard purchase and sale agreement.


No further restraints were imposed on the vendor under the acquisition.


No, the final settlement of any additional tax liabilities was settled through the adjustment account.


Yes, The existing structure was acquired from the previous owner and therefore the asset was not transferred out of Commotor Limitada.

203

Has the asset acquired been ceded or pledged? Yes, the asset has been pledged as security together with the Vodacom Building for the USD denominated loan to Commotor Limitada provided by Standard Bank of South Africa Limited, amounting to USD38 million.

Acquisition of the Vodacom Building

Name of vendor SociedadeConstruçõesCatembe, Limitada

Address of vendor Rua dos Desportistas, 833, 15th Floor, Maputo, Mozambique

Asset acquired from vendor The Vodacom Building

Date asset originally acquired by the vendors The Vodacom Building, which was developed in 2009 by Sociedade De Construcoes Catemba Limitada, is single tenanted by Vodacom Group Limited with a 10 + 10 years fully maintaining lease.


The total purchase price paid to the vendor amounted to USD49 000 000 and together with transaction costs, the total purchase consideration amounted to USD823 876 amounted to USD49 823 876.

Effective date of acquisition of the asset 22 May 2015


Were normal warranties provided by the vendor? Yes, in terms of a standard purchase and sale agreement.


No further restraints were imposed on the vendor under the acquisition.


No, the property was acquired as a direct asset acquisition with any prior taxation liabilities being the responsibility of the vendor.


Yes, the Vodacom Building effectively transferred on 22 May 2015 into the name of Commotor Limitada.

Has the asset acquired been ceded or pledged? Yes, the asset has been pledged as security together with the Hollard Building for the USD denominated loan to Commotor Limitada provided by Standard Bank of South Africa Limited, amounting to USD38 million.

Acquisition of the Zimpeto Mall

Name of vendor CR Holding Limitada

Address of vendor Avenue Do Trabalho, 1107, Maputo, Mozambique

Asset acquired from vendor Zimpeto Square Shopping Centre located atAvenue de Moçambique, plot 1A of parcela No.851, Maputo, Mozambique with a total area of 13,618.50 square meters, duly registered with the municipal tax direction of Maputo under article 7108, described with the Real Estate Registrar Office of Maputo under number 58.935, pages 26 of book B/200

Date asset originally acquired by the vendors Development completed May 2014 (held for development previously)

Price paid to the vendor including transaction costs plus deferred and contingent considerations USD10 695 000

Effective date of acquisition of the asset 15 September 2015

Were book debts guaranteed by the vendor? n/a


Were restraints imposed on the vendor under the acquisition? No

204

Did the acquisition involve any liability for accrued taxation? No

Has the asset acquired been transferred into the name of Delta or one of its subsidiaries? Yes

Has the asset acquired been ceded or pledged? No

Acquisition of the Makuba Mall and Kafubu Mall

Name of vendor Rockcastle Global Real Estate Company Limited

Address of vendor Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius

Asset acquired from vendor 1. Kafubu MallCorner President Ave. and T3 Highway, Ndola, Zambia2. Mukuba MallCorner Chiwala Ave. and Freedom Ave., Kitwe, Zambia

Date asset originally acquired by the vendors 1. Kafubu Mall – 24 April 20142. Mukuba Mall – 24 April 2015


$42 410 417

Effective date of acquisition of the asset 1 December 15




No


No


No. Complete transfer takes place on re-financing of vendor loan.

Has the asset acquired been ceded or pledged? Yes Mortgage Bond registered in favour of Standard Bank South Africa

Acquisition of the VALE Accommodation Compound

Name of vendor Vale Dos Embondeiros Limitada

Address of vendor 1st floor, Hollard Building, Avenida Sociedade de Geografia, nº 269, Maputo, Mozambique

Asset acquired from vendor Condominium Vale dos Embondeiros, Tete, Moçambique, including;(i) 83 x 3 bedroom houses;(ii) 10 blocks x 4 x 2 bedroom apartments;(iii) Clubhouse, swimming pool and playing fields, staff ablution facilities, roads, gardens and fencing.

Date asset originally acquired by the vendors Vendor developed the site.


$33 083 000

Effective date of acquisition of the asset 1 December 15

Were book debts guaranteed by the vendor? N/a



No


No

205


Still to be acquired

Has the asset acquired been ceded or pledged? No Will be pledged as security once refinanced

Acquisition of the Bollore Warehouse

Name of vendor Plexus Mozambique Limitada

Address of vendor Rua do Porto, number 82, Pemba

Asset acquired from vendor Bollore Logistics Warehousing Compound, including 7 warehouses and an office.

Date asset originally acquired by the vendors 19 July 2005


$8 663 000

Effective date of acquisition of the asset 01-Dec-15

Were book debts guaranteed by the vendor? N/A



No


No


Still to be acquired

Has the asset acquired been ceded or pledged? No Will be pledged as security once refinanced

Acquisition of the Naivasha Property by BM Naivasha

Name of vendor Abland (Pty) LtdCarlisle Property Holdings Limited

Address of vendor Abland: Abcon House, Fairway Office Park, 52 Grosvenor Rd., BryanstonCarlisle: Hotel Avenue, 3rd Floor Ebène House,33 Cybercity, 72201, Ebène, Mauritius

Asset acquired from vendor Buffalo Mall NaivashaNairobi-Nakuru HighwayNaivashaKenya

Date asset originally acquired by the vendors 30-Jun-15


$4.3m

Effective date of acquisition of the asset 30-Nov-15




No


No


Transfer pending shareholder approval


206

Acquisition of the Wings Property by Oanda Wings

Name of vendor Standard Bank Group International Limited

Address of vendor One Circular Road, Douglas, Isle of Man, IM1 1SB, British Isles

Asset acquired from vendor including address Wings Office DevelopmentOzumba Mbadiwe AvenueVictoria IslandLagosNigeria

Date asset originally acquired by the vendors 20 December 13


$52m

Effective date of acquisition of the asset 31 July15




No


No


Transfer pending shareholder approval and practical completion of the development


207

ANNEXURE LP14

DIRECTOR SHAREHOLDINGS UPON IMPLEMENTATION OF THE PIVOTAL TRANSACTION

The table below reflects the direct and indirect beneficial interests of the Directors (including the New Directors) and their associates (including a Director who has resigned during the last 18 months) in the Share capital of the Company, upon implementation of the Pivotal Transaction:

Director/New Director

Direct number of

Shares held

Direct % of Shares in

issue held

Indirect number of

Shares held

Indirect % of Shares in

issue held

Total number of

Shares held

Total % of Shares in

issue held

SH Nomvete – – 4 244 689 3.66% 4 244 689 3.66%BA Corbett – – 3 708 672 3.20% 3 708 672 3.20%LP van de Moortele – – 420 086 0.36% 420 086 0.36%ID Macleod – – – – – –P Todd – – – – – –M Doorgakant – – – – – –CK Gujadhur – – – – – –GL Schnetler (resigned) – – – – – –GS Booyens (resigned) – – 1 662 0.00% 1 662 0.00%PD Simpson (resigned) – – 213 279 0.18% 213 279 0.18%G Pearson (resigned) – – 420 064 0.36% 420 064 0.36%A Thakkar – – – – – –JR van Niekerk – – 51 085 0.04% 51 085 0.04%DS Savage – – 2 0.00% 2 0.00%I Chambers – – 6 0.00% 6 0.00%

TOTAL 9 059 545 7.81% 9 059 545 7.81%

208

ANNEXURE LP15

DETAILS REGARDING PRINCIPAL PROPERTIES OCCUPIED

LocationArea

(m2) Tenure Lease expirationMonthly rental

(USD)

Mauritius La Croisette Mall Offices, Grand Baie, Mauritius 297 3 year December 2018 5,400

3412 Julius Nyerere Drive Maputo, Mozambique (1) ± 30 indefinite n/a –

Anfa Place Shopping Centre, Bureau de Gestion, Boulevard la Corniche, 20100, Casablanca, Maroc (2) ± 20 indefinite n/a –

Notes:

1. Mozambique administration office held within the Anadarko Building.

2. Moroccan administrative office within the centre management offices.

209

ANNEXURE LP16

ACCOUNTANT’S REPORT

This report has been prepared and is presented in terms of the SEM Rules and should not be relied upon from a JSE Listings Requirements perspective

March 22, 2016

The Board of Directors

Delta Africa Property Holdings LimitedC/o Intercontinental Trust LimitedLevel 3, Alexander House35, Cybercity EbeneMAURITIUS

Dear Sirs

Accountants’ Report

We report on the financial information set out on pages 211 to 232. This report is required by the Listing Rules and is given for the purpose of complying with chapters 12.6 and 12.7 of the Listing Rules and for no other purpose. This financial information has been prepared for inclusion in the Listing Particulars of Delta Africa Property Holdings Limited on the basis of accounting policies set out on pages 223 to 231.

Basis of preparation

The financial information is based on the following

• Audited financial statements of Delta Africa Property Holdings Limited for the year ended 30 June 2015, period ended 30 June 2014 and year ended 31 August 2013.

• Unaudited Pro forma consolidated statement of financial position of Delta Africa Property Holdings Limited and statement of comprehensive income at 30 June 2015 reflecting the proposed acquisitions.

• Unaudited financial statements of Ndola Kafubu Investments Limited and Kitwe Mukuba Investments Limited for the years ended 30 June 2015.

• Unaudited financial statements of Abland Diversified Holdings Limited and SB Wings Development Limited for the period ended 31 December 2015.

• Unaudited financial statements of Zimpeto Investment Holdings Limited, BH Property Investments Limited, Transformers Limited, CD Properties Limited for the period ended 31 December 2015.

Responsibilities

The directors of Delta Africa Property Holdings Limited are responsible for preparing the financial information on the basis of preparation set out in section 4 and in accordance with International Financial Reporting Standards.

It is our responsibility to form an opinion on the financial information included in the Listing Particulars and to report our opinion to you.

Basis of opinion

Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entities’ circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement.

210

Statement of Independence

We have been the statutory auditors of Delta Africa Property Holdings Limited for the year ended 30 June 2015. The financial statements for the years ended 30 June 2014 and 2013 were audited by another auditor who expressed an unmodified opinion on these financial statements.

During the three years ended 30 June 2015, 2014, 2013 for Delta Africa Property Holdings Limited, we have not been an associate, as defined in the Listing Rules, of any directors or of any shareholders holding more that 5% of the issued share capital of Delta Africa Property Holdings Limited.

Opinion

In our opinion, the financial information relating to year ended 30 June 2015 and period ended 30 June 2014 and year ended 31 August 2013 gives, for the purpose of the Listing Particulars of Delta Africa Property Holdings Limited, a true and fair view of the results of Delta Africa Property Holdings Limited and of its respective assets and liabilities and have been properly prepared in accordance with the Companies Act 2001 and International Financial Reporting Standards.

BDO & Co

Chartered Accountants

211

DELTA AFRICA PROPERTY HOLDINGS LIMITED

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

1.1 STATEMENT OF FINANCIAL POSITION

GROUP

Audited Audited Audited30 June 2015 30 June 2014 31 August 2013

$ $ $

AssetsNon-current assetsInvestment property 210 390 631 – – Property, plant and equipment 96 512 – – Intangible assets 8 774 – – Investment in subsidiaries – – 1 170 138Related party loans 11 778 275 734Deferred tax 190 143 – –

Total non-current assets 210 697 838 275 734 1 170 138

Current assetsTrade and other receivables 18 777 373 31 946 327Cash and cash equivalents 6 565 282 649 328 38 824

Total current assets 25 342 655 681 274 39 151

Total assets 236 040 493 957 008 1 209 289

Equity and liabilitiesTotal equity attributable to equity holdersShare capital 127 958 794 864 655 864 655Foreign currency translation reserve (785 389) 52 865 (30 869)Retained (loss)/income (2 760 583) 19 471 66 817

Total equity attributable to equity holders 124 412 822 936 991 900 603

LiabilitiesNon-current liabilitiesInterest-bearing borrowings 10 490 966 – – Deferred tax 807 205 – –

Total non-current liabilities 11 298 171 – –

Current liabilitiesInterest-bearing borrowings 91 165 629 – – Trade and other payables 8 671 831 20 017 308 686Withholding tax payable 11 893 – – Current tax payable 137 756 – – Cash and cash equivalents 342 391 – –

Total current liabilities 100 329 500 20 017 308 686

Total liabilities 111 627 671 20 017 308 686

Total equity and liabilities 236 040 493 957 008 1 209 289

212


1.2 STATEMENT OF COMPREHENSIVE INCOME

GROUP

Year ended 30 June 2015

10 months ended 30 June 2014

Year ended 31 August 2013

$ $ $

Gross rental income 13 918 198 – –Straight-line rental income accrual 2 622 295 – –

Revenue 16 540 493 – –Investment income – 63 156 –Property operating expenses (3 477 760) – –

Net property income 13 062 733 63 156 –Other income 384 061 – –

13 446 794 63 156 –

Administrative expenses (1 711 295) (77 003) (95 315)

Profit/(loss) from operations 11 735 499 (13 847) (95 315)Acquisition fees (3 291 940) – –Set-up costs (829 279) – –Fair value adjustment 4 560 458 – –Disposal of investment in subsidiaries – (33 401) 179 486Gain from bargain purchase 3 504 523 – –Unrealised foreign currency loss (11 803 314) (157) (10 269)Realised foreign currency gain 551 853 – –

Profit/(loss) before interest and taxation 4 427 800 (47 405) 73 902Interest income 91 477 59 680Finance costs (3 640 293) – –

Profit/(loss) for the period before tax 878 984 (47 346) 74 582Current tax expense (78 542) – –Deferred tax expense (617 062) – –

Profit/(loss) for the period after tax 183 380 (47 346) 74 582

Other comprehensive income(Loss)/profit on translation of functional currency (838 254) 83 734 (17 920)Other comprehensive income – – –

Total comprehensive (loss)/income (654 874) 36 388 56 662

213


1.3 STATEMENT OF CHANGES IN EQUITY

Share Capital

Foreign currency

translation reserve

Retained Earnings

Totalequity

holders

$ $ $ $

Balance as at 1 July 2014 864 655 52 865 19 471 936 991Profit for the year – – 183 380 183 380Dividends paid – – (2 963 434) (2 963 434)Foreign currency translation reserve movement – (838 254) – (838 254)Shares issued 130 704 474 – – 130 704 474Share issue expenses (3 610 335) – – (3 610 335)

Balance as at 30 June 2015 127 958 794 (785 389) (2 760 583) 124 412 822

Balance as at 1 September 2013 864 655 (30 869) 66 817 900 603Loss for the year – – (47 346) (47 346)Foreign currency translation reserve movement – 83 734 – 83 734Balance as at 30 June 2014 864 655 52 865 19 471 936 991

Balance as at 31 August 2012 864 655 (12 949) (7 765) 843 941

Profit for the year – – 74 582 74 582Foreign currency translation reserve movement (17 920) – (17 920)

Balance as at 31 August 2013 864 655 (30 869) 66 817 900 603

214

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2015

Total

US$

ASSETSNon-current assetsInvestment property 279 773 631Property, plant and equipment 96 512Investment in associate 117 637 642Intangible assets 5 108 774Related-party loans 11 778Deferred tax 190 143

Total non-current assets 402 818 480

Current assetsTrade and other receivables 20 631 630Cash and cash equivalents 2 191 591

Total current assets 22 823 221

Total assets 425 641 701

EQUITY AND LIABILITIES

Total equity attributable to equity holdersShare capital 253 914 827Foreign currency translation reserve (785 389)Retained (loss)/income (5 399 606)

Total equity attributable to equity holders 247 729 832

LIABILITIESNon-current liabilitiesInterest-bearing borrowings 76 623 037Deferred tax 807 205

Total non-current liabilities 77 430 242

Current liabilitiesInterest-bearing borrowings 91 165 629Trade and other payables 8 823 958Withholding tax payable 11 893Current tax payable 137 756Cash and cash equivalents 342 391

Total current liabilities 100 481 627

Total liabilities 177 911 869

Total equity and liabilities 425 641 701

215

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

Total

US$

Gross rental income 13 918 198Straight-line rental income accrual 2 622 295

Revenue 16 540 493Advisory and management fees 2 828 683Property operating expenses (3 477 760)

Net property income 15 891 416Other income 384 061Administrative expenses (4 645 262)

Profit/(loss) from operations 11 630 215Acquisition fees (3 291 940)Set-up costs (829 279)Fair value adjustment 4 560 458Gain from bargain purchase 3 504 523Unrealised foreign currency loss (11 837 655)Realised foreign currency gain 551 853

Profit/(loss) before interest and taxation 4 288 176Interest income 91 477Finance costs (3 640 293)

Profit/(loss) for the period before tax 739 360Current tax expense (78 542)Deferred tax expense (617 062)

Profit/(loss) for the period after tax 43 756

Other comprehensive income –(Loss)/profit on translation of functional currency (838 254)

Total comprehensive (loss)/income (794 498)

216

UNAUDITED FINANCIAL STATEMENTS OF CD PROPERTIES LTD FOR THE PERIOD FROM 5 DECEMBER 2014 (DATE OF INCORPORATION) TO 31 DECEMBER 2015

Period ended31 December

2015

Statement of comprehensive income $

Professional fees (1 749)IFS fees (29 082)Bank Charges (8 135)

Net loss (38 966)

31 December 2015

Statement of financial position $

Investment 5 666Current assets:Other debtors 6 900Bank 6 199

13 099

Current liabilities:Current account – Plexus (50 831)

(50 831)

Net assets (32 066)

Share capital 6 900Revenue deficit (38 966)

(32 066)

UNAUDITED FINANCIAL STATEMENTS OF TRANSFORMERS HOLDINGS MAURITIUS LIMITED FOR THE PERIOD FROM 30 SEPTEMBER 2015 (DATE OF INCORPORATION) TO 31 DECEMBER 2015


2015

$

Statement of comprehensive incomeRevenue –Direct expenses –Administrative expenses (4 022)

Loss before taxation (4 022)Income Tax

Loss for the period (4 022)

217

UNAUDITED FINANCIAL STATEMENTS OF TRANSFORMERS HOLDINGS MAURITIUS LIMITED FOR THE PERIOD FROM 30 SEPTEMBER 2015 (DATE OF INCORPORATION) TO 31 DECEMBER 2015

Statement of financial position 31 December2015

USD

ASSETSNon-current assetsProperty and equipment –Current AssetsOther receivables 206 924Cash and cash equivalents 99 910

306 834

Total Assets 306 834

EQUITY AND LIABILITIESEquityShare capital 1Revenue deficit (4 022)

(4 021)

Current LiabilitiesDeposit – Share purchase agreement 300 000Other payables – Related party 10 855

310 855

Total liabilities 310 855

Total equity and liabilities 306 834

UNAUDITED FINANCIAL STATEMENTS OF BH PROPERTY INVESTMENT LIMITED FOR THE PERIOD ENDED FROM 16 OCTOBER 2015 (DATE OF INCORPORATION) TO 31 DECEMBER 2015

Period to31 December

2015

Rs

Statement of comprehensive incomeRevenue 97 754Admin fees (2 461)

Net profit 95 293

31 December 2015

Rs

Statement of financial positionInvestment Property 4 000 000Trade receivables 95 293Loans (3 999 997)

Net assets 95 296

Share capital 3Retained profit 95 293

95 296

218

UNAUDITED FINANCIAL STATEMENTS OF NDOLA KAFUBU INVESTMENTS LIMITED FOR THE YEAR ENDED 30 JUNE 2015

STATEMENT OF FINANCIAL POSITION

30 June 2015

USD

ASSETSNon-current assetsInvestment in and loans to joint ventures 10 081 031

TOTAL ASSETS 10 081 031

EQUITY AND LIABILITIESTotal equity attributable to equity holders 3 594 430Share capital 1 000Retained income 3 593 430

Non-current liabilities 6 485 813

Interest bearing borrowings 5 035 028Non-interest bearing borrowings 1 450 786

Current liabilities

Trade and other payables 788

TOTAL EQUITY AND LIABILITIES 10 081 031

Statement of comprehensive income

30 June2015

USD

Finance costs (96 927)

Loss for the year before income tax (96 927)Income tax –

Loss for the year (96 927)

Total comprehensive loss for the year (96 927)

219

UNAUDITED FINANCIAL STATEMENTS OF KITWE MUKUBA INVESTMENTS LIMITED FOR THE YEAR ENDED 30 JUNE 2015

Statement of financial position

30 June2015

USD

ASSETSNon-current assetsInvestment in and loans to joint ventures 27 375 341Trade and other receivables –

TOTAL ASSETS 27 375 341

EQUITY AND LIABILITIES

Total equity attributable to equity holders 629 540

Share capital 1 000Retained income 628 540

Non-current liabilities 26 745 801

Interest bearing borrowings 11 578 903Non-interest bearing borrowings 15 166 898

TOTAL EQUITY AND LIABILITIES 27 375 341

Statement of comprehensive income

30 June2015

USD

Finance costs (68 720)

Loss for the year before income tax (68 720)Income tax –


Total comprehensive loss for the year (68 720)

220

UNAUDITED FINANCIAL STATEMENTS OF SB WINGS DEVELOPMENT LIMITED FOR THE PERIOD FROM 16 DECEMBER 2014 (DATE OF INCORPORATION) TO 31 DECEMBER 2015

Statement of Financial Position

31 December2015

USD

ASSETSNon-current assetsInvestment in associate 35 532 144Current assetsOther receivables 37 695 217Cash at bank 1 580 931


EQUITY AND LIABILITIESEquityStated capital 51 052 066Retained Earnings 17 728 332

Total equity 68 780 398

Current liabilitiesOther payables 6 027 894


Statement of Comprehensive Income


2015

USD

Other income 15 895 805Expenses:Management and administrative fees 17 529Audit fees 5 175Bank charges 2 021Legal fees 4 400Total expenses 29 125

Profit from operations 15 866 680Finance (costs)/income 1 861 652

Profit before income tax 17 728 332Income tax expense –

Profit and total comprehensive income for the period 17 728 332

221

DELTA AFRICA PROPERTY HOLDINGS LTD

UNAUDITED FINANCIAL STATEMENTS OF ABLAND DIVERSIFIED HOLDINGS LIMITED FOR THE PERIOD FROM 16 DECEMBER 2014 (DATE OF INCORPORATION) TO 31 DECEMBER 2015

Statement of financial position

31 December2015

USD

AssetsNon-current assetInvestment 4 797 632

Current assetsOther receivables 4 500

Total current assets 4 500


EquityStated capital 100Accumulated losses (95 333)

Total equity (95 233)

Non-current liabilitiesLoan payable 4 433 722

Current liabilitiesOther payables 463 643

Total liabilities 4 897 365


Statement of Comprehensive Income

Period ended31 December 2015

USD

Revenue –Administrative expenses (90 159)Audit fees (5 175)

Loss before taxation (95 333)

Income tax expense –


Other comprehensive income –

Total comprehensive income for the year (95 333)

222

DELTA AFRICA PROPERTY HOLDINGS LTD


STATEMENTS INDEBTEDNESS

30 June 30 June 30 June2015 2014 2013

USD USD USD

Bank Loans and overdraftsWithin 1 year 91 165 629 – –After 1 year and before 5 years 10 490 966 – –After 5 years – – –Other BorrowingsWithin 1 year 9 014 222 20 017 308 686After 1 year and before 5 years – – –After 5 years – – –

110 670 817 20 017 308 686

223

DELTA AFRICA PROPERTY HOLDINGS LIMITED


PRINCIPAL ACCOUNTING POLICIES

1.1 Statement of compliance

The financial statements include the consolidated financial statements of the parent company and its subsidiaries (“the Group”) and the separate financial statements of the parent company (“the Company”).

The accounting policies have been applied consistently to all periods presented in these financial statements except for the adoption of new accounting standards as set out below.

1.2 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board that makes strategic decisions.

1.3 Basis of preparation

The financial statements are presented in USD ($), which is the functional and presentational currency of the Group. They are prepared using the historical cost basis except for investment property and financial instruments at fair value through profit or loss, which are stated at fair value.

Fair value adjustments do not affect the determination of distributable earnings but have an effect on the net asset value per share presented on the statement of financial position to the extent that such adjustments are made to the carrying values of assets and liabilities.

Critical judgments and estimates:

The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The estimates and assumptions relating to the fair value of investment properties have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The principal areas where such judgments and estimates have been made are:

Going concern

The financial statements have been prepared on a going concern basis.

Property acquisitions

Where properties are acquired through the acquisition of corporate interests, the Directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business the transactions are accounted for as if the Group had acquired the underlying property directly. Accordingly, no goodwill arises, rather the cost of the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.

Otherwise corporate acquisitions are accounted for as business combinations.

Trade receivables and loans and receivables

The Group assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the Group makes judgments as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

Fair value estimation

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

The fair value of investment property is determined using a combination of the discounted cash flows method and the income capitalisation valuation method, using assumptions that are based on market conditions existing at the period end date.

Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher

224

of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions.

The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including pre-tax discount rate that reflects current market assessments of time value of money, together with economic factors such as exchange rates, country specific inflation and interest rates.

Taxation

Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

For the purpose of measuring deferred tax liabilities or assets arising from investment property carried at fair value, the directors have determined that the carrying amounts of the investment properties will be realised through the sale of the structure holding the properties. As a result, no deferred tax has been recognised on changes in fair value of investment properties due to the fact that the sale of shares is not subject to capital gains tax in Mauritius.

1.4 Consolidation

Basis of consolidation

The consolidated Group annual financial statements incorporate the Group annual financial statements of the Company and all entities, including special purpose entities, which are controlled by he Group.

The group has control of an investee when it has power over the investee; it is exposed to or has rights to variable returns from involvement with the investee; and it has the ability to use its power over the investee to affect the amount of the investor’ returns.

The results of subsidiaries are included in the consolidated Group annual financial statements from the effective date of acquisition to the effective date of disposal.

Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of he Group.

All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the Group’s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest.

Transactions which result in changes in ownership levels, where the Group has control of the subsidiary, both before and after the transaction, are regarded as equity transactions and are recognised directly in the statement of changes n equity.

The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest.

Business combinations

The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except

225

the costs to issue debt which are amortised as part of the effective interest rate and costs to issue equity which are include in equity.

Contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments.

The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less cots to sell.

Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date.

On acquisition, the group assesses the classification of the acquiree’s assets and liabilities and reclassifies them where the classification is inappropriate for group purposes. This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.

Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree.

Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequent reversed.

Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to the functional currency of the group at the end of each reporting period with the adjustment recognised in equity through to other comprehensive income.

Investment in subsidiaries

Group and Company annual financial statements

The group annual financial statements include those of the holding company and its subsidiaries. The results of the subsidiary are included from the date control of the subsidiary is obtained (i.e. effective date of acquisition) until the date that control of the subsidiary is lost (i.e. disposal date). All intercompany transactions and balances are eliminated on consolidation.

Company annual financial statements

In the Company’s separate annual financial statements, investments in subsidiaries are carried at fair value through profit and loss less any accumulated impairment.

Upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. Fair values are determined by reference to the underlying fair value of the subsidiaries net assets.

1.5 Intangible assets

An intangible asset is recognised when:

– it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and

– the cost of the asset can be measured reliably.

Intangible assets are initially recognised at cost.

Intangible assets are carried at cost less any accumulated amortisation and any impairment losses.

An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows. Amortisation is not provided for these intangible assets, but they are tested for impairment annually and whenever there is an indication that the asset may be impaired. For all other intangible assets amortisation is provided on a straight line basis over their seful life.

The amortisation period and the amortisation method for intangible assets are reviewed every period-end.

Amortisation is provided to write down the intangible assets, on a straight line basis, to their residual values as follows:

Item Average useful life

Computer software 4

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Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. Where the net recognised amount of the identifiable assets acquired and liabilities assumed exceeds the fair value of the consideration transferred (including the recognised amount of any non-controlling interest in the acquiree), this excess is recognised immediately in profit or loss (gain on bargain purchase).

Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows. Amortisation is not provided for these intangible assets, but they are tested for impairment annually and whenever there is an indication that the last may be impaired.

The amortisation period and the amortisation method for intangible assets are review very period-end.

1.6 Currency translation reserve

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at the rates at the dates of the transaction or at an average rate for the period where this is a reasonable approximation.

The functional and presentation currency of Delta International Property Holdings Limited was changed from Pounds Sterling to USD on the 16th of May 2014. The reason for the change in functional and presentation currency of the Company is largely due to the change in primary focus of the Group as the majority of its transactions within Africa are denominated in USD.

At the reporting date, the assets and liabilities of the Group were translated into the presentation currency of the Company (USD) at the ruling exchange rate at reporting date and the statement of comprehensive income was translated at the average exchange rate for the period. The presentation currency has been restated retrospectively to the earliest period applicable.

1.7 Investment property

Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the investment property will flow to the Group, and the cost of the investment property can be measured reliably.

Investment property is initially recognised at cost. Transaction costs are included in the initial measurement.

Costs include costs incurred initially and costs incurred subsequently to add to, or to replace a part of, or service a property. If a replacement part is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.

Investment properties are those which are held either to earn rental income or for capital appreciation or for both. Investment properties are stated at fair value. External, independent valuation companies, having professionally qualified valuers’ and recent experience in the location and category of property being valued, value the portfolios on an annual basis. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably and without compulsion.

The valuations are prepared by considering comparable market transactions for sales and letting and having regard for the current leases in place. In the case of lettings this includes considering the aggregate of the net annual market rents receivable from the properties and where relevant, associated costs. A yield which reflects the risks inherent in the net cash flows is applied to the net annual rentals to arrive at the property valuation.

Any gain or loss arising from a change in fair value is recognised in profit or loss.

Under the revised IAS 40 “Investment Property”, property that is under construction or development for future use as investment property is within the scope of IAS 40. As the fair value model is applied, such property is measured at fair value. However, where the fair value of investment property under redevelopment is not reliably measurable, the property s measured at cost.

Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs may continue until the assets are substantially ready for their intended use. If the resulting carrying amount of the assets exceeds its value, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, the average rate.

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1.8 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Property, plant and equipment is initially measured at cost.

Costs include costs incurred to initially acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, or replace part of it.

If a replacement cost is recognised in the carrying amount of property, plant and equipment, the carrying amount of the replaced part is derecognised.

Property, plant and equipment are depreciated on a straight-line basis over their expected useful lives to their estimated residual value.

Property, plant and equipment is carried at cost less accumulated depreciation and an impairment losses.

Leasehold improvements are depreciated over the shorter of the useful life of the asset or the lease term.

Item Average useful life

Leasehold improvements 3Furniture and fixtures 6Computer equipment 3Equipment 8

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period.

If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate.

The depreciation charge for each period is recognised in profit and loss unless it is included in the carrying amount of another asset.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit and loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the car amount of the item.

1.9 Financial instruments – Recognition, classification and measurement

Classification

The group classifies financial assets and financial liabilities into the following categories:

• Financial assets at fair value through profit or loss – designated;• Loans and receivables;• Financial liabilities measured at amortised cost.

Classification depends on the purpose for which the financial instruments were obtained and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit or loss category.

Initial recognition and measurement

Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments.

The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss.

Subsequent measurement

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period.

Net gains or losses on the financial instruments at fair value through profit or loss exclude dividends and interest.

228

Dividend income is recognised in profit or loss as part of other income when the group’s right to receive payment is established.

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Fair value determination

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs.

Impairment of financial assets

At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment.

Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised.

Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Non-derivative financial instruments

Non-derivative financial instruments comprise investment in equity securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not carried at fair value through profit or loss, any directly attributable transaction costs, except as described below.

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards ownership of the asset.

Investments at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated as fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value.

Upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.

Loans to (from) group companies

These include loans to and from holding companies, fellow subsidiaries, subsidiaries, joint ventures and associates and are recognised initially at fair value plus direct transaction costs.

Loans to group companies are classified as loans and receivables.

Loans from group companies are classified as financial liabilities measured at amortised cost.

Trade and other receivables

Trade receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognized in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted

229

at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit t or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss.

Trade and other receivables are classified loans and receivables.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and other short-term liquid investments that are readily convertible to a known amount of cash. These are initially recorded at fair value and subsequently measured at amortised cost. Cash and cash equivalents are classified as loans and receivables.

Bank overdraft and borrowings

Bank overdraft and borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Bank borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

1.10 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases – lessor

Operating lease income is recognised as an income on a straight-line basis over the lease term. The difference between the amounts recognised as income and the contractual amounts received are recognised as an operating lease asset.

This asset is not discounted.

Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

Income for leases is disclosed under revenue in profit or loss.

Operating leases – lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease liability. This liability is not discounted.

Any contingent rents are expensed in the period they are incurred.

1.11 Income tax

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess i recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

230

A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

For the purpose of measuring deferred tax liabilities or assets on investment properties that are measured using the fair value model, the carrying amount of such properties are presumed to be recovered through the sale of the structure through which the investment properties are held.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

• a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or• a business combination.

Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.

1.12 Share capital

Ordinary share capital

Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.

1.13 Revenue

Rental income from investment property leased out under operating leases is recognised in the statement of comprehensive income on a straight-line basis over the term of the leases. Lease incentives granted are recognised as an integral part of the total rental income and amortised over the term of the leases.

Contingent rental income is recognised as it arises. Premiums to terminate leases are recognised in the statement of comprehensive income as they arise.

Management has considered the potential transfer of risks and rewards of ownership for all properties leased to tenants and has determined that all such leases are to be classified as operating leases.

Interest earned on cash invested with financial institutions is recognised as it accrues using the effective interest method.

Dividends are recognised, in profit or loss, when the Group’s right to receive payment has been established.

1.14 Employee benefits

Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

1.15 Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset until such time as the asset is ready for its intended use. The amount of borrowing costs eligible for capitalisation is determined as follows:

• Actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset less any temporary investment of those borrowings.

• Weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset. The borrowing costs capitalised do not exceed the total borrowing costs incurred.

231

The capitalisation of borrowing costs commences when:

• expenditures for the asset have occurred;• borrowing costs have been incurred, and• activities that are necessary to prepare the asset for its intended use or sale are in progress.

Capitalisation is suspended during extended periods in which active development is interrupted.

Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

1.16 Translation of foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.

Foreign operations

Items included in each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The results and financial position of all the Group entities that have a functional currency different from that of the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate;

• income and expenses are translated at average exchange rates; and

• all resulting exchange differences are recognised in other comprehensive income as a separate component of equity until such foreign entity is disposed of at which time such translation difference is recognised in profit or loss .

1.17 Earnings per share and headline earnings per share

Basic earnings per share is calculated by dividing the profit or loss by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders holders and the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares.

In calculating headline earnings per share, headline earnings include fair value adjustments for financial liabilities and accounting adjustments required to account for lease income on a straight-line basis, as well as other non-cash accounting adjustments that do not affect distributable earnings.

1.18 Dividend distribution

Dividend distribution to the shareholders is recognised as a liability in the financial statements in the period in which the dividend is declared.

DIVIDENDS PAID TO SHAREHOLDERS

30 June2015US$

30 June2014US$

31 August2013US$

Dividends paid during the year 2,963,433 – –

USDcps 6.64 declared on 4 February 2015 totaling 2,963,433

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SUBSEQUENT EVENTS

The main significant subsequent events to 30 June 2015 are as follows:

(i) The Group concluded the Purchase of Barclays House in Ebene, Mauritius. The acquisition value was US$13.5 mil, with transfer and other acquisition costs of US$1.1 mil. Debt of $7.9 mil was raised from Barclays Mauritius to part fund the acquisition.

(ii) Freedom Property Fund (Morocco) successfully refinanced the vendor loan that expired on 25 January 2016. The loan was refinanced with Investec Bank South Africa with a total disbursement of MAD495,000,000 to settle the vendor loan. The loan is a six year term and bears an interest rate of LIBOR + 4.05% for the EUR portion of the loan and LIBOR + 4% for the USD denominated portion.

(iii) On 11 December 2015, Delta International Mauritius Limited, a subsidiary of the company, acquired Ndola Kafubu Investments Limited and Kitwe Mukuba Investments Limited which hold a 50% interest in the Kafubu Mall situated in Ndola, Zambia and a 50% interest in Mukuba Mall situated in Kitwe, Zambia respectively.

(iv) The Bollore and VDE Tete asset acquisitions have been signed, with transfer expected in March 2016.

(v) The Company’s listing moved to the Main Board of JSE with effect from the opening of business on Friday 10 July 2015.

(vi) On 16 September 2015 shareholders approved the change of name of the company from Delta International Property Holding Limited to Delta Africa Property Holdings Limited.

(vii) Shares issued since year end:

24 December 2015 6,124,370 shares at US$ 1.70 per share15 February 2016 2,004,192 shares at US$1.70 per share 18 March 2016 8,823,529 shares at US$1.70 per share

On or about 31 March 2016, the company intends to issue 4,738,220 shares at a price of US$ 1.70 per share.

(viii) Dividend declared after 30 June 2015

USDcps 4.65 declared on 6 August 2015 totaling 3,423,184

USDcps 6.17 declared on 18 February 2016 totaling 4,922,476

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ANNEXURE LP17

FUTURE ACQUISITIONS

The Company intends placing, issuing and listing up to 95 041 317 additional Shares by way of a consideration issue for the acquisition of assets at a target price not less than the net asset value per Share of Delta at the time such issue and listing. Such consideration issues will constitute acquisition issues and/or vendor consideration placements in terms of the JSE Listings Requirements.

Details of the acquisitions currently under negotiation/due diligence process are as follows:

LOCATIONTYPE OF PROPERTY

INDICATIVE VALUE

EQUITY REQUIREMENTS

SHARES TOBE ISSUED

Completed AssetsMozambique A-Grade Office $ 67.0m $ 33.5m 11 731 826Ghana A-Grade Office $ 22.0m $ 11.0m 6 470 588Kenya Education $ 45.0m $ 42.5m 20 005 972Botswana Diversified Property Portfolio $ 85.0m $ 34.9m 6 569 125Zambia Regional Mall $ 38.0m $ 19.0m 20 839 859

TOTAL COMPLETED ASSETS $ 257.0m $ 140.9m 65 617 370

DevelopmentsMozambique A-Grade Retail $ 20.0m $ 10.0m 5 971 932Mozambique A-Grade Retail $ 30.0m $ 15.0m 8 957 898Tanzania P-Grade Offices $ 77.0m $ 24.5m 14 494 118

TOTAL DEVELOPMENTS $ 127.0m $ 49.5m 29 423 947

GRAND TOTAL $ 384.0m $ 190.4m 95 041 317

Details of the above acquisitions will be released to the market once the due diligence investigations have been concluded and binding agreements have been signed between the parties.

234

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235





NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the Company’s Shareholders will be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time) on Friday, 6 May 2016.

Purpose

The purpose of the General Meeting is to consider and, if deemed fit, to approve, with or without modification, the resolutions set out in this Notice of General Meeting.

Note:

• The definitions and interpretations commencing on page 8 of the circular to which this Notice of General Meeting is attached (“Circular”), apply mutatis mutandis to this notice and to the resolutions set out below.

• The date on which Shareholders must have been recorded as such in the Company’s share register for purposes of being entitled to receive this notice is Friday, 18 March 2016.

• The date on which Shareholders must be recorded in the Company’s share register for purposes of being entitled to attend and vote at the General Meeting, is Friday, 29 April 2016.

• The last day to trade in order to be entitled to attend and vote at the General Meeting, is Thursday, 21 April 2016.• Voting requirements:

– In order for Ordinary Resolution Number 1 and Ordinary Resolutions Numbers 4 to 9 to be approved by Shareholders, they must be supported by more than 50% of the voting rights exercised on those resolutions.

– In terms of the JSE Listings Requirements, Ordinary Resolutions Numbers 2 and 3, in order to be adopted, require the approval by a 75% majority of the votes cast in respect of those resolutions by Shareholders present in person or represented by proxy. Pivotal and its associates (as such term is defined in the JSE Listings Requirements) will not be entitled to vote or to have their votes counted in respect of Ordinary Resolutions Number 2. Freedom and its associates will not be entitled to vote or to have their votes counted in respect of Ordinary Resolutions Number 3.

– In order for Special Resolutions Numbers 1, 2 and 3 to be approved by Shareholders, they must be supported by not less than 75% of the votes cast by all Shareholders entitled to do so, present in person or represented by proxy.

1. ORDINARY RESOLUTION NUMBER 1 – APPROVAL OF THE ACQUISITION

Subject to the passing of Ordinary Resolutions Numbers 2 and 3 and Special Resolutions Numbers 1 and 2, IT IS RESOLVED, in terms of the JSE Listings Requirements, THAT the Acquisition by the Company of:

– the Naivasha Asset from Pivotal Global for the Naivasha Purchase Consideration, to be settled through the issue of up to a maximum of 1 762 584 Naivasha Consideration Shares by the Company to Pivotal Global by way of the Acquisition Issue; and

– the Wings Asset, by way of the Delta Subscription and the Wings Share Purchase, for the Total Wings Consideration, to be funded through the Pivotal Subscription (which is submitted to Shareholders in Ordinary Resolution Number 2 below for approval),

be and is hereby approved, with the Acquisition to occur on the terms and subject to the conditions set out in the Acquisition Agreements, copies of which have been made available for inspection by Shareholders, as detailed in the Circular.

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Reason and effect

The reason for Ordinary Resolution Number 1 is that the Acquisition constitutes a category 1 transaction for the Company under the JSE Listings Requirements and, as such, requires Shareholder approval by way of an ordinary resolution. The effect of Ordinary Resolution Number 1, if passed, will be to grant the requisite approval for the Acquisition in terms of the JSE Listings Requirements. It is anticipated that an aggregate of 1 602 353 Naivasha Consideration Shares will be issued by Delta to Pivotal Global in terms of the Acquisition Issue. The Pivotal Subscription is addressed in Ordinary Resolution Number 2 below.

2. ORDINARY RESOLUTION NUMBER 2 – APPROVAL OF PIVOTAL SUBSCRIPTION

Subject to the passing of Ordinary Resolutions Numbers 1 and 3 and Special Resolutions Numbers 1 and 2, IT IS RESOLVED, in terms of the JSE Listings Requirements, THAT the issuing of the Pivotal Subscription Shares by the Company to Pivotal Global in consideration for the Pivotal Subscription Consideration, up to a maximum of 35 696 987 Shares, be and is hereby approved as a specific issue of shares for cash, with each Share being issued for an issue price equal to the Delta NAVPS of USD1.70 per Share (such USD issue price per Share being at a premium to Delta’s 30 Day VWAP) and with such Pivotal Subscription to occur on the terms and subject to the conditions set out in the Wings Agreement, a copy of which has been made available for inspection by Shareholders, as detailed in the Circular.

Reason and effect

The reason for Ordinary Resolution Number 2 is that the issuing of Shares in terms of the Pivotal Subscription amounts to a specific issue of shares for cash for purposes of the JSE Listings Requirements and, as such, requires the approval of Shareholders by means of an ordinary resolution. The effect of Ordinary Resolution Number 2, if passed, will be to grant the requisite approval in terms of the JSE Listings Requirements for the issuing of a maximum of 35 696 987 Shares, it being anticipated that approximately 32 451 851 Shares are to be issued to Pivotal Global under the Pivotal Subscription. The proceeds of the Pivotal Subscription are to be used to settle the Total Wings Consideration due by the Company under the Wings Acquisition.

3. ORDINARY RESOLUTION NUMBER 3 – APPROVAL OF TERMINATION ISSUE

Subject to the passing of Ordinary Resolutions Numbers 1 and 2 and Special Resolutions Numbers 1 and 2, IT IS RESOLVED, in terms of the JSE Listings Requirements and SEM Rules, THAT the issuing of 3 000 000 Termination Consideration Shares by the Company to Freedom, for an issue price of per Share equal to –

• the agreed Delta NAVPS of USD1.70 per Share, if such Share is issued off the Mauritian register of the Company; and

• the agreed Delta NAVPS of USD1.70 per Share, converted into Rand at the Spot Rate on the Naivasha Closing Date, if such Share is issued off the Company’s South African register,

be and is hereby approved as a specific issue of shares for cash, such USD issue price per Share being at a premium to Delta’s 30 Day VWAP with such Termination Issue to occur on the terms and subject to the conditions set out in the Freedom Termination Agreement, a copy of which has been made available for inspection by Shareholders, as detailed in the Circular.

Reason and effect

The reason for Ordinary Resolution Number 3 is that the issuing of the Termination Consideration Shares under the Termination Issue amounts to a specific issue of shares for cash for purposes of the JSE Listings Requirements and SEM Rules and, as such, requires the approval of Shareholders by means of an ordinary resolution. The effect of Ordinary Resolution Number 3, if passed, will be to grant the requisite approval in terms of the JSE Listings Requirements and the SEM Rules for the issuing of 3 000 000 Termination Consideration Shares.

4. ORDINARY RESOLUTION NUMBER 4 – APPOINTMENT OF A THAKKAR AS DIRECTOR

IT IS RESOLVED THAT the appointment of Ashish Thakkar as a non-executive Director of the Company be and is hereby approved, such appointment to take effect on the Naivasha Closing Date. An abridged profile of Mr Thakkar appears in Annexure LP8 to the Listing Particulars that form part of the Circular.

5. ORDINARY RESOLUTION NUMBER 5 – APPOINTMENT OF J VAN NIEKERK AS DIRECTOR

IT IS RESOLVED THAT the appointment of Jaqueline Roxanne van Niekerk as a non-executive Director of the Company be and is hereby approved, such appointment to take effect on the Naivasha Closing Date. An abridged profile of Ms Van Niekerk appears in Annexure LP8 to the Listing Particulars that form part of the Circular.

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6. ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF D SAVAGE AS DIRECTOR

IT IS RESOLVED THAT the appointment of David Stanley Savage as a non-executive Director of the Company be and is hereby approved, such appointment to take effect on the Naivasha Closing Date. An abridged profile of Mr Savage appears in Annexure LP8 to the Listing Particulars that form part of the Circular.

7. ORDINARY RESOLUTION NUMBER 7 – APPOINTMENT OF I CHAMBERS AS DIRECTOR

IT IS RESOLVED THAT the appointment of Ian Chambers as an independent non-executive Director of the Company be and is hereby approved, such appointment to take effect on the Naivasha Closing Date. An abridged profile of Mr Chambers appears in Annexure LP8 to the Listing Particulars that form part of the Circular.

Reason and effect

The reason for Ordinary Resolutions Numbers 4 to 7 is to appoint the new Directors who will form part of the reconstituted Board of the Company, as detailed in paragraph 8 of the Circular. The effect of Ordinary Resolutions Number 4 to 7, if passed, will be that such new Directors be appointed to the Board.

8. ORDINARY RESOLUTION NUMBER 8: DIRECTORS’ AUTHORITY TO ISSUE A MAXIMUM OF 95 041 317 ADDITIONAL ORDINARY SHARES

IT IS RESOLVED THAT the Board be authorised to allot and issue all or part of the authorised and unissued shares of the Company, at the Board’s discretion, subject to the provisions of the Mauritian Companies Act, the SEM Rules and the JSE Listings Requirements, at a target price of not less than the net asset value per Share of the Company at the time of such issue, in order to fund the Future Acquisitions set out in paragraph 9.3 of the Listing Particulars, such authority to expire at the next annual general meeting of the Company.

Reason and effect

Shareholder approval of this Ordinary Resolution Number 8 is being sought purely to comply with the SEM Rules. In terms of the SEM Rules, Shareholder approval is required to issue any Shares, regardless of the circumstances. The issue of the Shares referred to in this Ordinary Resolution Number 8 will still be subject to compliance with the JSE Listings Requirements. It is likely that the Shares referred to in this Ordinary Resolution Number 8 will be issued in terms of vendor consideration placements or acquisition issues (as defined in the JSE Listings Requirements). The effect of Ordinary Resolution Number 8, if passed, will be to grant the requisite approval under the SEM Rules.

9. SPECIAL RESOLUTION NUMBER 1 – CHANGE OF NAME

Subject to the passing of Ordinary Resolutions Numbers 1 and 2, IT IS RESOLVED THAT the change in the Company’s name from “Delta Africa Property Holdings Limited” to “Mara Delta Property Holdings Limited” be and is hereby approved, with the name change to take effect on the date of the issue of the new certificate of incorporation on change of name by the Registrar of Companies in Mauritius.

Reason and effect

The reason for Special Resolution Number 1 is that the Company requires the approval of Shareholders by way of a special resolution in order to change its current name to “Mara Delta Property Holdings Limited”. The effect of Special Resolution Number 1, if passed, will be to grant the requisite approval for such name change.

10. SPECIAL RESOLUTION NUMBER 2 – WAIVER BY SHAREHOLDERS

IT IS RESOLVED THAT the Company shall not be required to first offer to Shareholders, whether in proportion to their shareholdings in the Company or otherwise –

• the Naivasha Consideration Shares to be issued by the Company to Pivotal Global in terms of the Acquisition Issue;

• the Pivotal Subscription Shares to be issued by the Company to Pivotal Global in terms of the Pivotal Subscription;• the Termination Consideration Shares to be issued by the Company to Freedom in terms of the Termination Issue;

and• the Shares to be issued by the Company pursuant to the authority granted under Ordinary Resolution Number 8.

Reason and effect

The reason for Special Resolution Number 2 is that clause 4.9 of the Company’s Constitution requires that, after the first allotment of Shares by the Directors, any further Shares proposed to be issued wholly for a cash consideration, shall first be offered to Shareholders in proportion as nearly as may be to the number of existing Shares held by them respectively, unless Shareholders by special resolution and the Board by resolution otherwise direct. The effect of Special Resolution Number 2, if passed, will be to grant the requisite waiver of such a proportionate offer to Shareholders in respect of the Shares to be issued by the Company in relation to the Acquisition Issue, the Pivotal Subscription, the Termination Issue and the Future Acquisitions.

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11. SPECIAL RESOLUTION NUMBER 3 – ANTECEDENT DIVIDEND (REDUCTION IN STATED CAPITAL)

IT IS RESOLVED THAT the Company is hereby authorised, in accordance with the provisions of section 62 of the Mauritian Companies Act and subject to satisfying the solvency test in terms of section 6 of Mauritian Companies Act, to reduce the Company’s stated capital by an amount not exceeding USD1 836 089 for the purpose of making a distribution to Shareholders as antecedent dividends.

Reason and effect

Antecedent dividends are the amount of distribution attributable to newly issued shares from the last distribution date to the issue date and are included in the issue price of new shares if issued during a distribution period. Accordingly, if Delta issues new Shares at a point in time, other than at the beginning of a distribution period, the next distribution will include an element of antecedent dividends. This is due to the dividend being paid on the total number of Shares in issue, including the recent new issue, for the full period.

The antecedent dividends form part of the cash inflow on the issue of new equity and will be recognised as such, (i.e. as a credit to stated capital). Not distributing the antecedent portion will result in existing Shareholders distribution being diluted, due to the payment of a dividend based on a greater number of Shares in issue, without existing Shareholders having had the benefit of the cash flow from the new issues of Shares (or the risks and rewards of ownership of any investment property purchased with the issue of new Shares) in the financial period to which the dividend relates.

To counter this effect, Delta wishes to add the antecedent dividend when determining its distributable earnings, thereby including the antecedent dividend in distributable earnings. The distribution of the antecedent dividend is a reduction in stated capital and requires Shareholder approval by way of a special resolution.

This resolution is a requirement purely in terms of the Mauritian Companies Act and is not required under the JSE Listings Requirements.

12. ORDINARY RESOLUTION NUMBER 9 – AUTHORITY OF DIRECTORS

IT IS RESOLVED THAT any Director of the Company be and is hereby authorised to do all such things and sign all such documentation as are necessary to give effect to the resolutions set out in this notice, hereby ratifying and confirming all such things already done and documentation already signed.

DEMATERIALISED SHAREHOLDERS ON THE MAURITIAN REGISTER

In accordance with the mandate between you and your broker you must advise your broker timeously if you wish to attend, or be represented at, the General Meeting. If your broker has not contacted you, you are advised to contact your broker and provide it with your voting instructions. If your broker does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it.

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 (blue), in accordance with the instructions contained therein, to be received by the Company Secretary by no later than 10:00 (Mauritian time) on Thursday, 5 May 2016:

Hand deliveries and postal deliveries to:Intercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbèneMauritius

DEMATERIALISED SHAREHOLDERS ON THE SOUTH AFRICAN REGISTER

Dematerialised Shareholders with 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 (grey), in accordance with the instructions contained therein, to be received by the South African Transfer Secretaries by no later than 10:00 (Mauritian time) (08:00 South African time) on Thursday, 5 May 2016:

Hand deliveries to: Postal deliveries to:Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary LimitedGround Floor PO Box 6105170 Marshall Street Marshalltown, 2107Johannesburg, 2001 South AfricaSouth Africa

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Dematerialised Shareholders other than with “own-name” registration

A dematerialised Shareholder without “own-name” registration, who is unable to attend the General Meeting, but wishes to be represented thereat, must not complete the attached form of proxy, but must instead contact its CSDP or broker in the manner and time stipulated in the agreement between it and the CSDP or broker in order to furnish the CSDP or broker with the Shareholder’s voting instructions and, in the event that such Shareholder wishes to attend the General Meeting, to obtain the necessary letter of representation from its CSDP or broker (as the case may be).

CERTIFICATED SHAREHOLDERS

There are currently no certificated Delta Shareholders. If you materialise your Delta Shares prior to the date of the General Meeting, please contact the Transfer Secretaries in South Africa or the Company Secretary in Mauritius, as the case may be, for further instructions.

SIGNED AT EBENE ON 1 APRIL 2016 ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

By order of the Board

SH NOMVETEChairman

240 PRINTEDBYINCE(PTY)LTD REF.JOB009572





FORM OF PROXY (FOR USE BY MAURITIAN DEMATERIALISED SHAREHOLDERS ONLY)

Note: The definitions and interpretations commencing on page 8 of the circular to which this form of proxy is attached, apply mutatis mutandis to form of proxy.

I/We ______________________________________________________________________________________________________

of ________________________________________________________________________________________________________

being a Member of the above named Company hereby appoint

1. _______________________________________ of __________________________________________ or failing him/her,

2. _______________________________________ of _________________________________________________________,

as my/our proxy to vote for me/us at the meeting of the Company to be held at 10:00 (Mauritian time) on Friday, 6 May 2016 and at any adjournment of the meeting.

Number of ordinary Shares*For Against Abstain

Ordinary Resolution Number 1 – Approval of the AcquisitionOrdinary Resolution Number 2 – Approval of Pivotal SubscriptionOrdinary Resolution Number 3 – Approval of Termination IssueOrdinary Resolution Number 4 – Appointment of A Thakkar as DirectorOrdinary Resolution Number 5 – Appointment of J van Niekerk as DirectorOrdinary Resolution Number 6 – Appointment of D Savage as DirectorOrdinary Resolution Number 7 – Appointment of I Chambers as DirectorOrdinary Resolution Number 8 – Authority to issue a maximum

of 95 041 317 additional ordinary shares Special Resolution Number 1 – Change of nameSpecial Resolution Number 2 – Waiver by ShareholdersSpecial Resolution Number 3 – Antecedent dividend

(reduction in stated capital)Ordinary Resolution Number 9 – Authority of Directors

*Note: Please indicate with an “X” in the appropriate space above how you wish your vote to be cast. Unless otherwise instructed, my/our proxy may vote as she/he thinks fit. If the form of proxy is returned without an indication as to how the proxy should vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.

Signed this _______________________________ day of ________________________________________________ 2016

Signature _________________________________________________________________________________________________

To be valid, this form of proxy (blue) duly filled in and signed shall be deposited at the above mentioned Office NOT LESS THAN 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in proxy proposes to vote.





FORM OF PROXY (FOR USE BY SOUTH AFRICAN DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION ONLY)

Note: The definitions and interpretations commencing on page 8 of the circular to which this form of proxy is attached, apply mutatis mutandis to form of proxy.

For use by Delta dematerialised Shareholders with “own-name” registration only at the General Meeting of the Company to be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, Mauritius at 10:00 (Mauritian time) on Friday, 6 May 2016 and at any adjournment of the meeting (“General Meeting”).

Dematerialised Shareholders other than those with “own name” registration, must inform their CSDP or broker to issue them with the necessary letter of representation to attend the General Meeting in person and to vote or provide their CSDP or broker with their voting instructions should they not wish to attend the General Meeting in person, but who wish to be represented thereat. These shareholders must not use this form of proxy (grey).

I/We _____________________________________________________________________________________________________

of (address) ______________________________________________________________________________________________

telephone number: ( ) _________________________ mobile number: __________________________________________

being a Shareholder/Shareholders of the Company and holding ____________________________ ordinary Shares in the Company hereby appoint

1. _____________________________________________ of _____________________________________ or failing him/her,

2. _____________________________________________ of _____________________________________ or failing him/her,

3. the chairman of the General Meeting,

as my/our proxy to vote for me/us 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 Delta Shares registered in my/our name(s), in accordance with the following instructions:

Number of ordinary Shares*For Against Abstain

Ordinary Resolution Number 1 – Approval of the AcquisitionOrdinary Resolution Number 2 – Approval of Pivotal SubscriptionOrdinary Resolution Number 3 – Approval of Termination IssueOrdinary Resolution Number 4 – Appointment of A Thakkar as DirectorOrdinary Resolution Number 5 – Appointment of J van Niekerk as DirectorOrdinary Resolution Number 6 – Appointment of D Savage as DirectorOrdinary Resolution Number 7 – Appointment of I Chambers as DirectorOrdinary Resolution Number 8 – Authority to issue a maximum

of 95 041 317 additional ordinary shares Special Resolution Number 1 – Change of nameSpecial Resolution Number 2 – Waiver by ShareholdersSpecial Resolution Number 3 – Antecedent dividend

(reduction in stated capital)Ordinary Resolution Number 9 – Authority of Directors

*Note: One vote per Share held by Shareholders. Shareholders must insert the relevant number of votes they wish to vote in the appropriate box provided or “X” should they wish to vote all Shares held by them. If the form of proxy is returned without an indication as to how the proxy should vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.

Signed this _____________________________ day of _____________________________________________________ 2016

Signature _________________________________________________________________________________________________

Important notes about the General Meeting

1. The General Meeting will start promptly at 10:00 (Mauritian time).

2. This form of proxy (grey) must only be used by dematerialised Shareholders who hold dematerialised Shares with “own name” registration.

3. Dematerialised Shareholders are reminded that the onus is on them to communicate with their CSDP or broker.

4. Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder(s) of the Company) to attend, speak and on poll, vote in place of that Shareholder at the General Meeting.

5. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the spaces provided, with or without deleting “the chairman of the General Meeting”. The person whose name stands first on the proxy form and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those names that follow.

6. A Shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box(es) provided. Failure to comply with the above will be deemed to authorise the chairman of the General Meeting, or any other proxy to vote or to abstain from voting at the General Meeting as she/he deems fit, in respect of all the Shareholder’s votes exercisable thereat.

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 (grey), unless previously recorded by the Company’s transfer office or waived by the chairman of the General Meeting.

8. The chairman of the General Meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.

9. Any alterations or corrections to this form of proxy (grey) must be initialled by the signatory(ies).

10. The completion and lodging of this form of proxy (grey) will not preclude the relevant 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 Shareholder wish to do so.

11. A minor must be assisted by her/his parent or guardian unless relevant documents establishing her/his legal capacity are produced or have been registered by the Company.

12. Where there are joint holders of any Share:

• any one holder may sign this form of proxy (grey);• the vote(s) of the senior Shareholders (for that purpose of seniority will be determined by the order in which the

names of Shareholders appear in the Company’s register of Shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the joint Shareholder(s).

13. A person wishing to participate in the General Meeting (including any representative or proxy) must provide a reasonably satisfactory identification before they may attend or participate at such General Meeting.

14. Any alteration or correction made to this form of proxy (grey), other than the deletion of alternatives, must be initialled by the signatory/ies.

15. Forms of proxy (grey) should be lodged with or mailed to Computershare Investor Services Proprietary Limited:

Hand deliveries to: Postal deliveries to:Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary LimitedGround Floor PO Box 6105170 Marshall Street Marshalltown, 2107Johannesburg, 2001 South AfricaSouth Africa

to be received by no later than 10:00 (Mauritian time) (08:00 South African time) on Thursday, 5 May 2016 (or 24 hours before any adjourned general meeting which date, if necessary, will be notified on SEM and SENS).