Primetime Property : Interest distribution to linked unitholders February 2023

PRIME

TIE

PrimeTime Property Holdings Limited

Incorporated in the Republic of Botswana on 29 August 2007,

Company No. BW00000877365

INTEREST DISTRIBUTION TO LINKED UNITHOLDERS

Notice is hereby given that a nal interest distribution comprising interest of 4.00 thebe per. Linked unit in respect of the year ended 31 August 2022 and an interim interest distribution comprising interest of 4.27 thebe per Linked unit in respect of the year ended 31 August 2023 have been declared payable.

This distribution is being oered with up to a 100% elective capitalisation option to those who qualify. The number of capitalisation units to which Unitholders will be entitled will be calculated on the following basis:

Capitalisation units entitlement = net distribution amount (after tax) / P1.62

In accordance with Section 6.4 of the Constitution of the Company, the Board of Directors of PrimeTime Property Holdings Limited have approved the issue of up to 12 637 509 (twelve million six hundred and thirty- seven thousand ve hundred and nine) new units to be funded by the capitalisation of up to 100% of the imminent cash distribution to Unitholders.

The capitalisation units issued in terms of this oer will be fully paid out of the distribution account. Assuming that all the Unitholders are in possession of the minimum number of Linked units required for the 1-unit capitalisation issue, do elect the capitalisation option, the maximum amount to be capitalised, prior to the deduction of any withholding tax that will be settled in cash to Botswana Unied Revenues Services, on behalf of the Unitholders, is expected to be P20 472 763.85.

The new Linked units will, when issued and fully paid, rank pari passu in all respects (including in terms of both voting rights and dividends) with the existing Linked units of the Company and will be fully paid up and freely transferable.

The stated capital and debentures of the Company, prior to the capitalisation option, are as follows:

Stated capital	Number of units	Value (P)
Fully paid Linked units	247 554 581	14 465 197
Debentures
Variable rate unsecured debentures	247 554 581	328 433 283

Each Linked unit in the Company comprises one ordinary share and one variable rate unsecured debenture, which are indivisibly linked. It is not possible to trade with the shares or the variable rate unsecured debentures separately from one another. All the variable rate unsecured debentures are of the same class and rank pari passu in every respect. The capitalisation issue is subject to the BSE approving the issue and listing of the Linked units.

The timetable for this distribution is as follows:
Capitalisation issue	2023
Publication and distribution of the Circular and election forms	Friday 3 March
Election open and record date	Monday 6 March
Ex-scrip date (closure of the capitalisation issue)	Friday 24 March
Notication to the BSE of the conclusion of the capitalisation issue and approval for listing by the BSE	Friday 31 March
Letters of allotment dispatched/capitalisation units uploaded to CSDB with notice to linked Unitholders
Cash distribution
Declaration date	Friday 24 February
Ex-interest date	Wednesday 22 March
LDR	Friday 24 March
Date of payment	Friday 31 March

Note: The above dates and times are subject to change. Any such changes will be published on X-News.

In compliance with the requirements of the Botswana Income Tax Act, withholding tax at the applicable rate will be deducted by the Company from interest paid to registered Unitholders, unless they are specically exempted.

A circular explaining the rationale and basis of the oer together with the Form of Election to accept the oer instead of the cash distribution will be published on 3 March 2023. The Board recommend that Unitholders opt for the capitalisation issue as several benets will ow to them.

By order of the Board

1. Masie Chairman

Gaborone, 24 February 2023