Investec Property Fund Limited entered into agreements to acquire the shares and loan claims in Friedshelf 113 Proprietary Limited, Double Flash Investments 51 Proprietary Limited and a portfolio of 24 properties from Zenprop Property Holdings Limited for ZAR 7.1 billion on August 7, 2015. Under the terms of agreement, the consideration to be paid includes ZAR 0.80 billion to be settled through the issue of Investec Property Fund shares to Zenprop, ZAR 0.20 billion to be settled through the transfer to Zenprop of Investec Australia Property Fund shares owned by Investec Property Fund Limited and the remaining ZAR 6.06 billion together with transaction costs estimated at 1% of the purchase consideration will be settled in cash and will be funded through a combination of debt and equity. The transaction will be financed with debt consisting of ZAR 3.57 billion and will undertake a fully committed rights offer of ZAR 2.57 billion to part fund the Zenprop acquisition. Transaction will be funded with 50% with equity and 50% with debt.

Shareholders representing approximately 65.2% of the Investec Property Fund Limited's shareholders have committed to vote in favor of the Zenprop acquisition and the rights offer. If the rights offer is not fully subscribed, any shortfall will be underwritten by Zenprop through an increase in the share consideration to the extent of the shortfall which will be settled by the issue of Investec Property Fund shares. Zenprop has granted the Investec Property Fund Limited the period until October 30, 2015 in order to secure all of the necessary approvals and the funding required to conclude the Zenprop acquisition other than the approval required in terms of the Competition Act referred. The required approvals for the Fund will include the necessary approvals from shareholders in order to conclude the Zenprop acquisition and implement the rights offer as well as the relevant JSE approvals. After October 30, 2015, the Zenprop acquisition will only be conditional upon the receipt of Competition Authority approval in terms of the Competition Act 89 of 1998 within a maximum period of 270 days from signature date. The shareholder meeting will be held on October 14, 2015.

As announced on September 11, 2015, the transaction was approved by the Board of Directors of Investec. As on November 24, 2015, the Competition Commission has approved the acquisition without any conditions and has referred the matter to the Competition Tribunal who will hear the matter on November 25, 2015. The approval of the deal by the competition authorities is the last outstanding condition precedent, and a further announcement will be released once the decision of the Competition Tribunal has been communicated to Investec Property. As of December 21, 2015, all the properties in the Zenprop Portfolio, save for the Lerwick Road and Union Castle properties, have transferred or will imminently transfer and the purchase consideration in respect of those properties, which amounts to ZAR 6.80 billion, has been settled. The Fund anticipates that transfer of the Lerwick Road and Union Castle properties and the settlement of the remaining purchase consideration of ZAR 0.26 billion will take place early in 2016.

Investec Bank Limited acted as financial advisor, Fluxmans Inc. acted as legal advisor, Ernst & Young Africa (E&Y) acted as accountant and Mills Fitchet Magnus Penny Proprietary Limited acted as independent valuer for Investec Property Fund Limited. Computershare Investor Services Proprietary Limited acted as transfer agent for Investec.

Investec Property Fund Limited completed the acquisition of the shares and loan claims in Friedshelf 113 Proprietary Limited, Double Flash Investments 51 Proprietary Limited and a portfolio of 24 properties from Zenprop Property Holdings Limited in January, 2016.