ACQUISITION OF INDUSTRIAL AND RETAIL WAREHOUSE PROPERTY PORTFOLIO BASED IN THE UNITED KINGDOM AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

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Atlantic Leaf Properties Limited (Incorporated in the Republic of Mauritius) (Registration Number: 119492 C1/GBL) SEM share code: ALPL.N0000 JSE share code: ALP ISIN: MU0422N00009 www.atlanticleaf.

1 Atlantic Leaf Properties Limited (Incorporated in the Republic of Mauritius) (Registration Number: C1/GBL) SEM share code: ALPL.N0000 JSE share code: ALP ISIN: MU0422N ( Atlantic Leaf or the Company ) ACQUISITION OF INDUSTRIAL AND RETAIL WAREHOUSE PROPERTY PORTFOLIO BASED IN THE UNITED KINGDOM AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are advised that, on 11 September 2017, Atlantic Leaf, through its wholly-owned subsidiary Austen Limited (collectively, Atlantic Leaf ), concluded agreements to acquire 45.02% of the units in LMP Retail Warehouse JV Property Unit Trust (the Unit Trust ) which holds a portfolio of 11 retail warehouse and industrial properties in the United Kingdom leased to DFS Trading Limited (the Portfolio ) as well as 50% of the shares in LMP Retail Warehouse JV Management Limited (the Manco ), the management business that manages the Portfolio from LVS II Lux X S.A.R.L (the Seller ) (the Transaction ). RATIONALE FOR THE TRANSACTION The acquisition of an interest in the Portfolio is consistent with Atlantic Leaf s strategy of investing in high quality, investment grade real estate assets which deliver predictable and defined returns for investors through long term leases underpinned by quality tenants. The other unitholder and JV partner is LMP Retail Warehouse JV Holdings Ltd ( LMP ), a UK-focused property investment company. LMP has been involved in the Portfolio for a number of years and has a comprehensive understanding of the underlying assets. The Portfolio has a net internal area of 436,615 square feet (40,563m²) and is made up of prime assets, including eight freehold and three long leasehold properties, located in prime micro locations throughout the United Kingdom (excluding Northern Ireland). The properties are fully let to DFS Trading Limited, a subsidiary of DFS Furniture plc, a company listed on the London Stock Exchange and the United Kingdom s largest upholstered furniture designer, manufacturer and retailer. All properties have coterminous, fully repairing and insuring (FRI) leases, expiring in March 2030, providing an unexpired lease term of approximately 12.6 years (taking the overall Atlantic Leaf portfolio WAULT from years). The total rental income of the Portfolio is GBP 8,380,472 per annum equating to a weighted average of GBP per square foot and is subject to upwards-only five yearly open market rent reviews. SALIENT TERMS OF THE TRANSACTION Under the terms of the Transaction agreements, Atlantic Leaf will acquire the Seller s 62.75% interest in the Unit Trust and simultaneously sell 17.73% of those units to LMP, resulting in Atlantic Leaf s

2 45.02% ultimate interest in the Unit Trust. The terms of the back-to-back sale arrangements with LMP are consistent with the initial unit purchase arrangements with the Seller. Atlantic Leaf views LMP increasing their holding to a level similar to that of Atlantic Leaf and on the same terms as an endorsement of the valuation and the overall Transaction. Atlantic Leaf is acquiring the units in the Unit Trust (and the shares in the Manco) based on a Portfolio value of GBP million. Atlantic Leaf will acquire the Seller s units in the Unit Trust for an ultimate price (post the back to back sale arrangements with LMP) equivalent to 45.02% of the net assets in the Unit Trust (and the Manco) at the date of completion of the Transaction (which is expected to be 22 September 2017) (the Completion Date ), equating to approximately in aggregate GBP million (the Purchase Consideration ) which will be settled through cash. The Manco performs the strategic asset management function for the Unit Trust, and the shareholder agreement in the Manco provides for a 50:50 deadlock voting arrangement in matters relating to the Unit Trust. The Manco does not derive any income from the provision of these services, its purpose is focused on effecting the JV decision making structure. The cash used to discharge the Purchase Consideration will be raised through a private placement of new ordinary shares in the Company, details of which will be announced in due course ( private placement ). Vukile Property Fund Limited ( Vukile ) has pre-committed to apply for up to GBP 25 million worth of Atlantic Leaf shares in the relevant private placement at a price not lower than GBP per share, against a pre-commitment fee of GBP 500,000 (2% of maximum commitment amount) payable by Atlantic Leaf to Vukile. Atlantic Leaf has agreed that Vukile shall be allocated new shares worth no less than GBP 23 million pursuant to its pre-commitment. By Vukile complying with its obligations in terms of the pre-commitment, the private placement will possibly result in Vukile increasing its shareholding in Atlantic Leaf past the 30% threshold that would result in Vukile being required to make a mandatory offer to the remaining shareholders of the Company in terms of the Mauritian Securities (Takeover) Rules Apart from the requirement to raise sufficient equity to fund the Purchase Consideration by way of a private placement of new shares, there are no outstanding conditions to completion and the Seller has provided normal warranties and indemnities for a transaction of this nature. These have been underwritten with warranty and indemnity insurance. The effective date of the Transaction correlates with the Completion Date (which is expected to be 22 September 2017). DETAILS OF THE PORTFOLIO Key property information of the Portfolio is set out below: Property Geographical location Sector GLA (sq. ft) 1 Birmingham West Midlands Retail Warehouse Bristol South West Retail Warehouse Carlisle DFS North West Retail Warehouse Carlisle Wickes North West Retail Warehouse Gateshead North East Retail Warehouse Glasgow Scotland Retail Warehouse Preston North West Retail Warehouse Sunderland North East Retail Warehouse Swindon South West Retail Warehouse

3 Property Geographical location Sector GLA (sq. ft) 10 Doncaster Yorkshire & Humber Industrial Nottingham East Midlands Industrial The aggregate transaction costs payable are approximately GBP 450,000, comprising mainly legal and due diligence costs. The Purchase Consideration payable for the Portfolio is considered to be the fair market value, as determined by the board of directors of Atlantic Leaf ( the Board ). The Board is not independent and its members are not registered as professional valuers or as professional associate valuers in terms of the Property Valuers Profession Act, No 47 of FINANCIAL INFORMATION Set out below is the financial forecast of Atlantic Leaf s 45.02% share in the Unit Trust (the forecast ) for the five and a half months ending 28 February 2018 and the year ending 28 February 2019 (the forecast period ). The forecast has been prepared on the assumption that the effective date of the Transaction is 15 September 2017 and on the basis it includes forecast results for the duration of the forecast period. The forecast, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the directors of the Company. The forecast has not been reviewed or reported on by independent reporting accountants or auditors. The forecast presented in the table below has been prepared in accordance with the Company s accounting policies, which are in compliance with International Financial Reporting Standards; and represent only the forecast income from the Transaction. Forecast for the 5 ½ months ending 28-Feb-18 Forecast for the year ending 28-Feb-19 Earnings from Unit Trust Other operating expenses including transaction costs ( ) ( ) Profit before taxation Taxation ( ) ( ) Profit for the period Add back: Transaction costs Distributable earnings The forecast incorporates the following material assumptions in respect of revenue and expenses: 1. The forecast is based on information derived from the management accounts, budgets, and rental contracts provided by the Seller. 2. The investment in the Unit Trust is accounted for as a JV according to the equity method of accounting whereby the Company recognises its share of the Unit Trust s net profits, comprising of Atlantic Leaf s 45.02% share of gross rental income less senior debt costs and other expenses incurred at the Unit Trust level. a. Gross rental income comprises contracted revenue only, which is based on existing lease agreements including stipulated increases, all of which are valid and enforceable. It is assumed that there will be no unforeseen economic factors that will affect the lessee s ability to meet their commitments in terms of existing lease agreements. b. Senior debt amounts to approximately 50% of the Portfolio value with a cost of debt of approximately 3.46% p.a (Libor plus 2,75% plus amortised finance costs). c. Other expenses includes operating expenditure which has been forecast by management on a line-by-line basis based on management s review of historical expenditure, where available, and discussion with the property manager.

4 3. The investment is recognised at cost being the Purchase Consideration and it is assumed that no impairment is recognised. REVISION TO DISTRIBUTION GUIDANCE Atlantic Leaf s 45.02% share in the Unit Trust is being acquired at an attractive yield of 7.51% on gross asset value. The Unit Trust is geared at 50% with a cost of debt of approximately 3.46% p.a. and Atlantic Leaf s cash on cash return will be in the order of 9.33% after taking all company expenses and taxation into account. Accordingly, when included in the full income projection of Atlantic Leaf and with the Transaction funding taken into account, the distribution guidance for the year ending 28 February 2018 is revised upwards from 9.0 to 9.1 GBP pence per share. This 9.1 GBP pence distribution would represent a 7% increase over the prior financial year. The revised distribution guidance has not been reviewed or reported on by independent reporting accountants or auditors and is the responsibility of the directors of the Company. CATEGORISATION OF THE TRANSACTION The Transaction is classified as a category 2 transaction in terms of paragraph 9.5(a) of the JSE Listings Requirements and accordingly does not require approval by Atlantic Leaf s shareholders. The Transaction constitutes an undertaking in the ordinary course of business of Atlantic Leaf and therefore does not fall under the scope of Chapter 13 of the Listing Rules of the Stock Exchange of Mauritius Ltd ( SEM ). AVAILABILITY OF INVESTOR PRESENTATION Further information on the Transaction can be found in an investor presentation available on the Company s website WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Atlantic Leaf shareholders are referred to the previous cautionary announcement, published on 31 August 2017, and are advised that following the release of this announcement, caution is no longer required to be exercised by Atlantic Leaf shareholders when dealing in their shares in the Company. Atlantic Leaf has primary listings on both the Official Market of the SEM and on the Main Board of the JSE Limited. By order of the Board. 12 September 2017 For further information please contact: South African JSE Sponsor Java Capital Corporate secretary Intercontinental Trust Limited SEM authorised representative and Sponsor Perigeum Capital Ltd

5 This notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and the Mauritian Securities Act The Board of Directors of Atlantic Leaf Properties Limited accepts full responsibility for the accuracy of the information contained in this announcement.

REPLY DOCUMENT TO THE SHAREHOLDERS OF ATLANTIC LEAF

REPLY DOCUMENT TO THE SHAREHOLDERS OF ATLANTIC LEAF Document issued under Rule 18 of the Securities (Takeover) Rules 2010, in reply to the Offer Document issued by Vukile to the shareholders of Atlantic Leaf on Friday, 3 November 2017, relating to the Offer