South Downs Investment LP entered into an agreement to acquire Atlantic Leaf Properties Limited (JSE:ALP) for approximately £150 million on May 22, 2020. The offer price is £0.805 per Atlantic Leaf Share. The Consideration will be funded by equity funding to be invested by EPF III in South Downs Investment LP. Atlantic Leaf to remain an externally managed vehicle with no employees following the completion of the Acquisition and it is currently anticipated that a new management company will be incorporated by members of the existing management team. Paul Leaf-Wright and Mark Pryce, to remain in their roles as Chief Executive Officer and Financial Director, respectively of Atlantic Leaf. One of Peter Bacon Independent Nonexecutive Chairman or Charles Butler Independent Non-executive Director will remain on the Atlantic Leaf Board until the completion date to oversee the implementation of the acquisition. Edward Jones, Samuele Cappelletti and Mary Craddock have been appointed to the Atlantic Leaf Board and Peter Bacon, Laurence Rapp, Cleopatra Folkes, Nicholas Winearls and Rudolf Pretorius resigned from the Atlantic Leaf Board with effect from August 4, 2020. Charles Butler has tendered his resignation and will resign from the Atlantic Leaf Board with effect from completion of the Acquisition, which is expected to take place on Monday, 17 August 2020. The Acquisition is subject to approval by a majority in number of those Atlantic Leaf Shareholders, court approval, regulatory clearances and approval of the JSE and the SEM to the termination of the listing of all of the Atlantic Leaf Shares from the Main Board of the JSE and the Official List of the SEM respectively, by no later than the date of Court Hearing. The acquisition shall be effected by means of a Jersey Court sanctioned scheme of arrangement between Atlantic Leaf and Scheme Shareholders. The independent directors of Atlantic Leaf unanimously recommends to shareholders to vote in favour of the scheme. The Scheme shall become unconditional and effective in accordance with its terms on the date of delivery to the Registrar of Companies in Jersey (the “Jersey Registrar”) of the order of Court sanctioning the Scheme, which is expected to take place on or around August 4, 2020. The last day to trade in the Atlantic Leaf Shares on the Main Board of the JSE and the Official List of the SEM is expected to be August 18, 2020. As of July 16, 2020, transaction has been approved by shareholders of Atlantic Leaf. The Atlantic Leaf Board is pleased to announce that the Scheme was sanctioned by the Court on August 3, 2020 and the Court Order was filed with the Jersey Registrar on August 4, 2020. The transaction is expected to complete on August 17, 2020. Questco Corporate Advisory Proprietary acted as Independent Expert to Atlantic Leaf. Java Capital (Proprietary) Limited acted as financial advisor, Addleshaw Goddard and Cliffe Dekker Hofmeyr acted as legal advisor to Atlantic Leaf. Patrick Long and Jolyon Coates of Lazard & Co., Limited acted as the financial advisor and Gibson, Dunn & Crutcher UK LLP acted as legal advisor to South Downs Investment LP. Perigeum Capital Ltd acted as SEM authorized representative and sponsor to Atlantic Leaf. G&P Legal and Bedell Cristin acted as legal advisor for Atlantic Leaf. Appleby (Mauritius) Partnership and DLA Piper South Africa Services (Pty) Ltd and Appleby (Jersey) LLP acted as legal advisor for South Downs Investment. Computershare Investor Services (Proprietary) Limited and Intercontinental Secretarial Services Ltd acted as transfer secretaries to Atlantic Leaf. BDO acted as accountant for Atlantic Leaf. Atlantic Leaf will pay £0.01 million to Questco, £0.01 million to G&P Legal, £0.04 million to BDO, £0.13 million to Cliffe Dekker Hofmeyr, £0.18 million to Bedell Cristin, £0.1 million to Java Capital and £0.05 million to Addleshaw Goddard respectively for their services.