SUPPLEMENT TO THE LISTING PARTICULARS DATED 4 APRIL 2016

Transcription

1 Mara Delta Property Holdings Limited (previously Delta Africa Property Holdings Limited) (Registered by continuation in the Republic of Mauritius) (Registration number: C C1/GBL) Having its registered address at c/o Intercontinental Fund Services Limited, Level 5, Alexander House 35 Cybercity, Ebène 72201, Mauritius SEM share code: DEL.N0000 JSE share code: MDP ISIN: MU0473N00028 Dated: 2 December 2016 (LEC/P/24/2016) ( Mara Delta or the Company ) SUPPLEMENT TO THE LISTING PARTICULARS DATED 4 APRIL 2016 Permission was granted by the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ) on 4 April 2016 for the issue and listing of up to 95,041,317 additional ordinary shares on the Official Market of the SEM at a target price not less than the net asset value ( NAV ) per share of Mara Delta, in order to execute the Future Acquisitions (as set out in paragraph 9.3 of the Listing Particulars of the Company dated 4 April 2016), by way of various private placements or issues to vendors, subject to the Mauritian Companies Act 2001, the Mauritian Securities Act 2005, the SEM Listing Rules and the Johannesburg Stock Exchange ( JSE ) Listings Requirements. The Company now wishes to allot and issue a maximum of 125,513,408 additional ordinary shares by way of various private placements or issues to vendors, at a minimum subscription price per share of USD 1.54, representing an approximate 4.93% discount to NAV per share as at 30 September 2016 and an approximate 11.49% discount to SEM trading price per share of USD 1.74 as at close of trade on 21 November Accordingly, this Supplement to the Listing Particulars dated 4 April 2016 ( Supplement ) relates to:- a. the issue of up to 125,513,408 additional ordinary shares at a minimum subscription price per share of USD 1.54 by way of various private placements or issues to vendors, subject to the Mauritian Companies Act 2001, the Mauritian Securities Act 2005, the SEM Listing Rules and the JSE Listings Requirements; b. the provision of information to shareholders and investors on the anticipated use of the proceeds from the issue of those additional shares; and c. the provision of information to shareholders and investors with regard to the Company.

2 The Supplement should be read together with the Listing Particulars dated 4 April 2016 ( Listing Particulars ). The directors of the Company hereby confirm that there have been no significant changes to the information provided in the Listing Particulars, save as set out in paragraph 4 of this Supplement. The definitions as set out in the Listing Particulars have, where appropriate, been used in this Supplement. This Supplement and the Listing Particulars issued by Mara Delta include particulars given in compliance with the SEM Listing Rules governing the Official Listing of Securities for the purpose of giving information in regard to the Company. The directors of Mara Delta, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained herein and confirm that, having made all reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The JSE sponsor and corporate advisor, the company secretary and the SEM authorised representative and sponsor whose names are included in this Supplement, have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to publication of this Supplement. This Supplement has been approved by the LEC, in conformity with the SEM Listing Rules on 2 December Neither the LEC, nor the SEM, nor the Financial Services Commission of Mauritius ( FSC ) assumes any responsibility for the content of this Supplement. 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 this Supplement and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole of any part hereof. Permission has been granted by the LEC on 2 December 2016 for the issue of up to 125,513,408 additional ordinary shares by way of various private placements or issues to vendors at a minimum subscription price per share of USD 1.54, subject to receipt of the requisite shareholders approval. This new approval from the LEC does not invalidate the approval granted by the LEC on 4 April 2016, i.e. for the issue of up to 95,041,317 additional ordinary shares at a target price not less than the NAV per share of Mara Delta, in order to fund future acquisitions in line with the investment policy of the Company. This new approval from the LEC will also enable Mara Delta to issue new shares at a price below the NAV per share of the Company through various private placements or issues to vendors. The Company will apply for the listing of those additional shares on the JSE, prior to their issue. The market capitalisation of Mara Delta on the SEM and the JSE will be increased to reflect any such additional ordinary shares issued. Mara Delta has its primary listings on both the Official Market of the SEM and on the Main Board of the JSE.

3 Company secretary SEM authorised representative and sponsor JSE sponsor and corporate advisor A copy of this Supplement has been filed with the FSC. Registered by continuation in the Republic of Mauritius on 11 March 2015 Date of issue: 2 December 2016

4 CORPORATE INFORMATION Registered office and address of the Company c/o Intercontinental Fund Services Limited Level 5, Alexander House 35 Cybercity Ebène Mauritius SEM authorised representative and sponsor Perigeum Capital Ltd Level 1, Alexander House 35 Cybercity Ebène Mauritius Company secretary Intercontinental Fund Services Limited Level 5, Alexander House 35 Cybercity Ebène Mauritius JSE sponsor and corporate advisor PSG Capital Proprietary Limited 1 st Floor, Ou Kollege 35 Kerk Street Stellenbosch, 7600 South Africa (PO Box 7403, Stellenbosch, 7599) and at 1st Floor, Building 8 Inanda Greens Business Park 54 Wierda Road West Wierda Valley Sandton, 2196 (PO Box , Benmore 2010)

5 SUPPLEMENT TO THE LISTING PARTICULARS 1. INTRODUCTION 1.1. On 4 April 2016, Mara Delta issued Listing Particulars relating to the issue of a maximum of 165,831,354 additional ordinary shares of no par value of Mara Delta on the Official Market of the SEM, subject to the Mauritian Companies Act 2001, the Mauritian Securities Act 2005, the SEM Listing Rules and the JSE Listings Requirements. Included in that approved quantum was an amount of up to 95,041,317 additional ordinary shares that can be issued at a target price not less than the NAV per share of Mara Delta, in order to execute on the Future Acquisitions (as set out in paragraph 9.3 of the Listing Particulars) by way of various private placements or issues to vendors The Company currently has shareholders approval to issue up to 95,041,317 additional ordinary shares of Mara Delta by way of private placement, at a target price of not less than the NAV per share of the Company at the time of such issue, in order to fund the Future Acquisitions as set out in paragraph 9.3 of the Listing Particulars and this authority shall be renewed at the next annual general meeting of shareholders scheduled on 29 November 2016 should the requisite majority of votes be obtained in favour of the respective resolution The Company now wishes to allot and issue a maximum of 125,513,408 additional ordinary shares by way of various private placements or issues to vendors, at a minimum subscription price per share of USD 1.54 (i.e. at a price below the NAV per share of Mara Delta), subject to receipt of the requisite approval from the LEC and the shareholders of Mara Delta On 4 November 2016, a circular written resolution was sent to all shareholders of Mara Delta requesting approval for the issue of a maximum of 125,513,408 additional ordinary shares, at a minimum subscription price per share of USD 1.54 in order to fund the acquisitions as set out in section 3 of this Supplement. In order for the resolution to be adopted, at least 75% (seventy five percent) of all the voting rights exercised on the resolution, must have been exercised in favour of the resolution. The closing date for voting on the resolution is 2 December As at the date of this Supplement, Mara Delta has a total of 100,706,571 ordinary shares in issue. 2. RATIONALE FOR THE DISCOUNT 2.1. The Company intends to allot and issue a maximum of 125,513,408 additional ordinary shares, by way of private placements or various issues to vendors, at a minimum subscription price per share of USD 1.54, representing an approximate 4.93% discount to NAV per share as at 30 September 2016 and an approximate

6 11.49% discount to SEM trading price per share of USD 1.74 as at close of trade on 21 November The rationale for issuing these shares at a discount to net asset value per share can be summarised as follows:- a. All asset acquisition are highly yield accretive, thus allowing Mara Delta to issue the shares at a discount to NAV without dilution of the annual distribution per share; b. The asset acquisitions provide a significant increase in the depth and quality of the property portfolio, providing greater diversification of the asset base and thereby reducing concentration risk in any specific country (with a significant increase in the exposure to Mauritius and resultant reduction of concentration risk in Mozambique); c. The capital raise for the asset acquisitions allow the Company to significantly increase its market capitalisation. The capital raise will allow for a number of smaller investors to take up the shares on the SEM, thus providing a significantly larger freefloat and ultimately liquidity for the share; and d. The increase in size will benefit all shareholders as Mara Delta moves closer to the qualifying criteria for entrance into the SEM10 (SEM) and SAPY (JSE) indexes. 3. ANTICIPATED USE OF THE PROCEEDS FROM THE PRIVATE PLACEMENT The proceeds from the issue of the additional 125,513,408 ordinary shares would be used to reduce the gearing and/or fund the acquisitions of the following properties:- Tamassa resort (as announced on the Stock Exchange News Services of the JSE [ SENS ] and the website of the SEM on 30 September 2016); Cosmopolitan Mall in Lusaka, Zambia (as announced in the communiqué issued by the Company on SENS and the website of the SEM on 27 June 2016 and 2 September 2016); VALE Accommodation Compound in Tete, Mozambique (as announced in the communiqué issued by the Company on SENS and the website of the SEM on 17 February 2016); Imperial s new East African Distribution Center in Nairobi, Kenya (as announced in the communiqué issued by the Company on SENS and the website of the SEM on 10 November 2016); Anadarko Phase II in Maputo, Mozambique as disclosed in the Integrated Annual Report for the year ended 30 June 2016; and

7 Bollore Warehouse in Pemba, Mozambique (as announced in the communiqué issued by the Company on SENS and the website of the SEM on 16 February 2016). Part of the proceeds will also be used to fund the acquisition of a 45% stake in Beachcomber Hospitality Investment Limited ( BHI ). BHI will enter into a sale and fifteen year lease back arrangement with New Mauritius Hotels Limited for three hotels, namely Le Mauritia, La Victoria and Le Canonnier. Further information relating to this acquisition can be obtained from the announcement released on SENS and the website of the SEM on 18 November The various announcements mentioned under this section are attached to this Supplement. 4. OTHER INFORMATION There has been no significant changes to the information provided in the Listing Particulars since the date of its issue, other than those listed below: 4.1. Mrs Heidi Rix joined Mara Delta on 1 May 2016 as the Chief Operating Officer On 6 May 2016, the shareholders approved the issue and listing of up to 165,831,354 additional ordinary shares on the Official Market of the SEM and the Main Board of the JSE for various purposes, subject to the Mauritian Companies Act 2001, the Mauritian Securities Act 2005, the SEM Listing Rules and the JSE Listings Requirements On 6 May 2016, shareholders further approved the change of name of the Company from Delta Africa Property Holdings Limited to Mara Delta Property Holdings Limited ( Change of Name ). The Mauritius Registrar of Companies registered the Change of Name on 11 May Following the Change of Name, the ISIN of Mara Delta has changed from MU0473N00010 to MU0473N00028 and the JSE share code has changed from DLA to MDP On 6 May 2016, shareholders approved the Acquisition of the Naivasha and Wings Assets as detailed under the circular issued to shareholders on 4 April On 6 May 2016, shareholders approved the Termination Issue shares to Freedom Asset Management as detailed under the circular issued to shareholders on 4 April On 1 June 2016, the below individuals were appointed as non-executive directors of the Company: Mr. Ashish Jagdish Thakkar Mr. David Stanley Savage Mrs. Jacqueline Rouxanne van Niekerk

8 4.8. On 25 May 2016, 1,714,373 new ordinary shares at a price of USD 1.70 per share were issued to Pivotal Global Proprietary Limited for the Naivasha Acquisition following shareholders approval received on 6 May On 25 May 2016, 3,000,000 new ordinary shares at a price of USD 1.70 per share were issued to Freedom Asset Management as consideration for the termination of the existing asset management agreement, following shareholders approval received on 6 May On 22 August 2016, 645,441 additional ordinary shares at a price of USD 1.65 per share were issued to Pivotal Global Proprietary Limited to reduce debt facilities relating to the acquisition of assets announced to the market On 29 July 2016, Perigeum Capital Ltd was appointed as the SEM Authorised Representative and Sponsor of the Company On 2 September 2016, shareholders were advised of the cancellation of the Wings acquisition On 5 September 2016, the Company has released its abridged audited consolidated financial statements for the year ended 30 June 2016 on the website of the SEM and SENS On 5 September 2016, a cash dividend of USD cents per share for the six months ended 30 June 2016 was announced to the shareholders and the general public and payment was effected on 3 October On 1 October 2016, shareholders approved the acquisition of Lusaka Cosmopolitan Investments Limited as detailed under the circular issued to shareholders on 2 September SBM Securities Ltd was appointed as the new sponsoring broker of the Company with effect from 11 November DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Company s registered office during business hours from the date of issue of this Supplement for a minimum period of 14 calendar days: i. the circular issued to shareholders on 4 April 2016; ii. the circular issued to shareholders on 2 September 2016; iii. the circular issued to shareholders on 4 November 2016; iv. the Listing Particulars; v. Integrated Annual Report for the year ended 30 June 2016; and vi. the Supplement to the Listing Particulars dated 2 December 2016.

9 Signed at Ebène, Mauritius on 2 December 2016 on behalf of Mara Delta Property Holdings Limited. Leon van de Moortele who warrants that he is duly authorised thereto by resolution of the board of directors of Mara Delta Property Holdings Limited.

10 DELTA AFRICA PROPERTY HOLDINGS LIMITED (Registered by continuation in the Republic of Mauritius) (Registration number C1/GBL) JSE share code: DLA SEM share code: DEL.N0000 ISIN: MU0473N00010 ( Delta ) ACQUISITION OF WAREHOUSING COMPOUND IN MOZAMBIQUE LEASED BY TWO MULTI-NATIONAL TENANTS WITH DOLLAR UNDERPINNED LEASES 1. INTRODUCTION 1.1. Shareholders are advised that on 16 February 2016 Delta, through its wholly-owned subsidiary, Delta International Mauritius Limited, entered into an agreement ( Agreement ) with Great Lakes Property (Mozambique) Limited ( Seller ), Sonera Foundation ( Sonera ), Hodarihold Limited ( Hodari ) and CD Properties Limited ( CD Properties ), in order to amend and revive a share sale agreement ( Initial Sale Agreement ) that was previously concluded between the above parties (other than Delta), but which was not implemented. The Initial Sale Agreement, as amended and revived by the Agreement, is hereafter referred to as the Acquisition Agreement In terms of the Acquisition Agreement, Delta will purchase the entire issued share capital of CD Properties ( Sale Shares ), which is incorporated in Mauritius, from the Seller, and will take cession and assignment of the rights and obligations of Sonera and Hodari under the Initial Sale Agreement, such sale and such cession and assignment to occur on the terms, and subject to the conditions, set out in the Acquisition Agreement ( Transaction ) CD Properties holds 98% of the issued ordinary share capital of Gateway Properties Limitada ( Gateway Properties ), a company incorporated in Mozambique, which is due to acquire the Plexus Warehousing Complex Downtown, corner Road No.1 and Avenue Marginal, Pemba City, Mozambique ( Property ) from Plexus Mozambique Limitada ( Plexus ), pursuant to a promissory purchase and sale agreement concluded between Gateway Properties and Plexus on 10 November 2015, subject to certain conditions precedent being fulfilled ( Gateway Agreement ). An amendment agreement will be concluded between Plexus and Gateway on or about 19 February 2016 to amend those conditions precedent in the Gateway Agreement In terms of the Acquisition Agreement, Commotor Limitada ( Commotor ), a wholly-owned subsidiary of Delta, will acquire the remaining 2% in Gateway Properties issued ordinary share capital from Nicolas Peter Francis Earlam ( Earlam ) and Fritz Alexander Grobien ( Grobien ), each of whom holds 1% of such issued share capital. 2. RATIONALE FOR THE TRANSACTION 2.1. Delta has identified this well-positioned warehouse complex opposite the port in Pemba, Mozambique as an opportunity to expand its footprint in Mozambique. With the discovery of gas in the Rovuma river basin in the northern province of Cabo Delgado, Pemba is forecast to receive significant investment from both the oil and gas sector and the Government of Mozambique The investment also meets Delta s stringent investment criteria of strong counterparty leases underpinned by long-term dollar-based leases The following salient points should be highlighted: the investment is headlined by the following leases:

11 Bollore African Logistics Mozambique, S.A., Africa s largest transport and logistics operator, is leasing warehouses 2 to 7 on a 5 year term; Plexus is leasing warehouse 1 on a 5 year term. Plexus has operations on three continents and is currently the largest cotton producer in Mozambique; and the leases are USD denominated, payable in either United States Dollars or Mozambican Meticais. 3. PURCHASE CONSIDERATION 3.1. The total purchase consideration due under the Acquisition Agreement amounts to USD 8,499,888 ( Purchase Consideration ), of which: USD 5,800,000 will be advanced as a loan by Commotor or its nominee in Mozambique to Gateway Properties, to allow the latter to pay the purchase price due under the Gateway Agreement for the Property to Plexus. Such purchase price is to be paid by Gateway Properties on the date on which the last of the Conditions Precedent (as defined in paragraph 5 below) is fulfilled ( Payment Date ), at which point Gateway Properties will be a subsidiary of Delta; USD 799,888 will be paid to the Seller on the Payment Date; USD 1,200,000 is due to Hodari, of which USD 500,000 is to be used by Hodari to refurbish the Property. This amount of USD 1,200,000 is to be settled by way of a payment of USD 400,000 to Hodari on the Payment Date, with the remainder to be paid to Hodari within 90 days thereafter; and USD 700,000 is due to Sonera, of which USD 400,000 is to be paid to Sonera on the Payment Date, with the remainder being paid Sonera within 90 days thereafter An adjustment account will be finalised within 90 days after transfer to account for any other assets or liabilities attributable to the Transaction Delta intends to fund the Purchase Consideration and all transaction costs by way of placing of Delta shares in terms of the Stock Exchange of Mauritius Ltd ( SEM ) Listing Rules and a vendor consideration placement of Delta shares in terms of the JSE Listing Requirements to third parties and/or debt funding. 4. EFFECTIVE DATE Subject to the Conditions Precedent, as indicated in paragraph 5 below, being fulfilled or, where applicable waived, the Transaction will be deemed to have become effective on 1 December 2015 ( Effective Date ). 5. CONDITIONS PRECEDENT 5.1. The Acquisition Agreement is subject to the following conditions precedent ( Conditions Precedent ): that Earlam and Grobien unconditionally transfer and assign their shares in Gateway Properties to Commotor; that, by 29 February 2016, Delta s due diligence investigation in respect of CD Properties, Gateway Properties and the Property be completed to Delta s satisfaction; that, by 29 February 2016, Delta s board of directors has approved the entering into of the Acquisition Agreement and all other agreements and transaction contemplated therein to which Delta is a party; that, by 29 February 2016, the Seller s board of directors has approved the entering into of the Acquisition Agreement and all other agreements and transaction contemplated therein to which the Seller is a party;

12 that, by 29 February 2016, Delta confirms to the Seller, Sonera and Hodari that it has succeeded in raising the equity required to pay the Purchase Consideration; that, by 29 February 2016, Delta and Gateway Properties confirm that Commotor (or its nominee) and Gateway have entered into a loan agreement, in terms of which Commotor (or its nominee) will advance an amount of USD 5,800,000 to Gateway Properties to allow Gateway Properties to purchase the Property from Plexus under the Gateway Agreement; that, by 29 February 2016, a five-year lease is signed between Plexus and Gateway Properties in respect of warehouse 1 of the Property at the rate of USD 15,000 per month, the effectiveness of which shall be contingent on the transfer of the Property from Plexus to Gateway Properties; and that, by 29 February 2016, a public deed of purchase and sale of the Property to Gateway Properties be executed The parties to the Acquisition Agreement may agree to extend the date for fulfilment of one or more of the Conditions Precedent prior to the expiry of the relevant time periods set out in paragraph 5.1 above Unless all Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof, as set out in paragraph 5.1 above (or such later date or dates as may be agreed in writing between the parties before the aforesaid date or dates) the provisions of the Acquisition Agreement will never become of any force of effect and the status quo ante will be restored as near as may be possible and none of the parties to the Acquisition Agreement will have any claim against the others in terms thereof or arising from the failure of the Conditions Precedent. 6. CONDITIONS SUBSEQUENT 6.1. In addition to the Conditions Precedent detailed in paragraph 5 above, the Acquisition Agreement is also subject to the following conditions subsequent ( Conditions Subsequent ): that, by 1 March 2016, the correction of the quotas of Gateway Properties, be recorded in the Official Gazette of Mozambique (Boletim da Republica) to reflect correctly the proportions of the quoataholding in both percentage and amounts; and that, by 1 March 2016, all other authorisations and conditions necessary to ensure that foreign direct investment, whether as equity or loans, can be transferred to Gateway Properties and Gateway Properties can freely expatriate dividends to CD Properties and Commotor, shall have been obtained Unless the Conditions Subsequent have been fulfilled by the dates required for each (or any extension of such date/s) or waived by Delta, the following will occur: within 30 business days of written notice from the Seller to Delta of the non-fulfilment of any Condition Subsequent, the Seller shall remit to Hodari and Sonera the amount of USD 25,000 each to cover time spent and out-of-pocket costs (including due diligence costs, surveys, travel to Pemba, among others) during the period of negotiation of the transaction; and within 45 business days of the date of such written notice of non-fulfilment, the Seller shall purchase back the Sale Shares from Delta for the same amount for which they were. All transactions costs for this transaction will be for the account of the Seller. 7. WARRANTIES The Seller has provided warranties to Delta that are standard for a transaction of this nature. 8. THE PROPERTY 8.1. The details of the Property are as follows:

13 Property Name and Address Geographical Location Sector Gross Lettable Area (m 2 ) Weighted Average Gross Rental/m 2 (USD) Plexus Warehousing Complex Downtown, corner Road No.1 and Avenue Marginal, Pemba City Pemba, Mozambique Light Industrial 6, Details regarding the Property, as at the Effective Date of 1 December 2015, are set out below: Property Name and Address Purchase Yield Attributable to Shareholders Weighted Average Escalation Lease Duration (years) Vacancy % by GLA Plexus Warehousing Complex Downtown, corner Road No.1 and Avenue Marginal, Pemba City. 9.3% 0% 4.3 years 0.0% Notes: a) The costs associated with the Transaction are estimated at USD 576,779. b) The Property has been valued by Jones Lang LaSalle Proprietary Limited, independent and registered professional valuers in terms of the Property Valuers Profession Act, No. 47 of 2000, who have attributed a value of USD 8,663,000 as at 31 December FORECAST FINANCIAL INFORMATION OF THE TRANSACTION The forecast financial information relating to the Transaction for the financial periods ending 30 June 2016 and 30 June 2017 are set out below. The forecast financial information has not been reviewed or reported on by a reporting accountant in terms of section 8 of the JSE Listings Requirements and Chapter 12 of the SEM Listing Rules and is the responsibility of Delta s directors. Forecast for the 7 month period ending 30 June 2016 (USD) Forecast for the 12 month period ending 30 June 2017 (USD) Revenue uncontracted income 525, ,000 Revenue uncontracted income 0 0 Property expenses (15,750) (27,900) Net property income 509, ,550 Administration fees (6,417) (11,880) Asset management fees (25,251) (45,452) Operating profit 477, ,218 Finance costs (251,156) (416,053) Profit before tax 226, ,165 Tax (63,918) (113,610) Income attributable to shareholders 162, ,555 Earnings available for distribution 162, ,555 Notes: a) Contracted income is based on current signed leases.

14 b) There is no uncontracted rental revenue or near-contracted rental revenue for either the 7 month period ending 30 June 2016 or the 12 month period ending 30 June c) There is no non-rental revenue for either the 7 month period ending 30 June 2016 or the 12 month period ending 30 June d) No rental guarantee has been provided to Delta. e) Operating expenses do not contain any material individual expenditure items. 10. CATEGORISATION The Transaction qualifies as a Category 2 acquisition for Delta in terms of the JSE Listings Requirements The Transaction 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 Listing Rules On implementation of the Transaction, CD Properties will become a subsidiary of Delta. In this regard, Delta confirms that the requirements of paragraph of Schedule 10 of the JSE Listings Requirements will be complied with. 11. GENERAL Delta Africa has its primary listings on both the Official Market of the SEM and the Main Board of JSE Limited. 16 February 2016 JSE sponsor and corporate advisor to Delta Company Secretary to Delta Directors: Sandile Nomvete (chairman), Greg Pearson*, Bronwyn Anne Corbett*, Peter Todd (lead independent), Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod and Leon van de Moortele* (*executive director) Company Secretary: Intercontinental Fund Services Ltd Registered address: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius Transfer secretary in South Africa: Computershare Investor Services (Pty) Ltd Registrar and Transfer Agent (Mauritius): Intercontinental Secretarial Services Ltd Corporate advisor and JSE Sponsor: PSG Capital (Pty) Ltd SEM sponsor: Capital Markets Brokers Ltd This Notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and the Securities Act of Mauritius The Board of directors of Delta Africa Property Holdings Limited accepts full responsibility for the accuracy of the information contained in this communiqué.

15 DELTA AFRICA PROPERTY HOLDINGS LIMITED (Registered by continuation in the Republic of Mauritius) (Registration number C1/GBL) JSE share code: DLA SEM share code: DEL.N0000 ISIN: MU0473N00010 ( Delta ) ACQUISITION OF RESIDENTIAL CONDOMINIUM IN MOZAMBIQUE HEAD-LEASED BY TWO MULTI-NATIONAL TENANTS WITH DOLLAR UNDERPINNED LEASES 1. INTRODUCTION 1.1. Shareholders are advised that on 17 February 2016 Delta, through its wholly-owned subsidiary, Delta International Mauritius Limited, entered into an agreement ( Acquisition Agreement ) with Transformers Investment Limited ( Seller") and Transformers Holdings Mauritius Limited ( THM ), in terms of which Delta will purchase from the Seller all shares held by the Seller in THM ( Sale Shares ), constituting 100% of THM s issued share capital ( Transaction ) The risk, benefit and ownership in and to the Sale Shares will be deemed to have passed from the Seller to Delta on 1 December 2015 ( Effective Date ), subject to the issuing of the new Delta shares referred to in paragraph below THM s assets include 95% of the ordinary shares in the issued share capital of Delta Tete Limitada ( Delta Tete ), which, in turn, will on implementation of the Transaction own the land in Tete, Mozambique on which the Condominium Vale dos Embondeiros ( Property ) is situated and on which the letting enterprise to be conducted by Delta Tete will be operated Commotor Limitada ( Commotor ), a wholly owned subsidiary of Delta, will hold the remaining 5% of the ordinary shares in the issued share capital of Delta Tete. 2. RATIONALE FOR THE TRANSACTION 2.1. Delta has identified this dominant corporate accommodation offering in Tete, Mozambique as a unique opportunity to enter a new sector and expand its footprint in Mozambique. Furthermore, the investment meets the stringent investment criteria of strong counterparty leases underpinned by long-term dollar-based leases and will be supported by the significant investment and infrastructure implemented in Tete and surrounds by global mining powerhouses Vale S.A., one of the world s largest mining companies, has held a 25 year concession since 2004 to explore coal deposits in Moatize, Tete Province, Mozambique. The Moatize Mine has been producing coal since July 2011 and represents Vale S.A. s biggest investment within the segment. Vale S.A. is also investing in two railroads that connect to ports in order to improve the transport capacity of the mine s output The following salient points should be highlighted: the investment is headlined by the following head leases; Vale Mocambique Limitada are leasing 81 three-bed units and 20 two-bed units on a five year lease; Barloworld Equipment Mozambique Limited are leasing 20 two-bed units on a three year lease; these two leases represent 121 units of the total 123 units in the condominium;

16 the leases are USD-based; and the Property is the dominant residential offering in Tete, Mozambique. 3. PURCHASE CONSIDERATION 3.1. The total net consideration due by Delta in respect of the Transaction, amounts to USD 17,353,684 ( Purchase Consideration ) The Purchase Consideration comprises the following: a refundable deposit of USD 300,000, which was paid to the Seller in cash on 9 November 2015; a refundable deposit of USD 3,485,000, which is to be paid to the Seller in cash on or before 29 February 2016; an amount of USD 2,000,000, which is to be settled, subject to the necessary approval and compliance with the listings requirements of the Stock Exchange of Mauritius, by the issue of new Delta ordinary shares to the Seller at an issue price of USD 1.70 per share. Such shares are to be issued within 10 working days of the date on which all the Conditions Precedent (as defined in paragraph 5 below) are met, unless the parties agree otherwise; a vendor loan ( Vendor Loan ) advanced by the Seller to Delta, in respect of a USD 6,000,000 portion of the Purchase Consideration. Unless otherwise agreed between the parties to the Acquisition Agreement, the Vendor Loan will be repayable within 6 months from the date of implementation of the Transaction and will bear interest at a rate of 7.4% per annum, calculated on a daily average basis and compounded monthly in arrears; and the amount of USD 5,568,684, relating to the acquisition of the Property by Delta Tete, as referred to in paragraph 4 below, which is considered to form part of the Purchase Consideration Delta intends to fund the cash component of the Purchase Consideration and all transaction costs, and to settle the Vendor Loan, by way of placing of Delta shares in terms of the Stock Exchange of Mauritius Ltd ( SEM ) Listing Rules and a vendor consideration placement of Delta shares in terms of the JSE Listings Requirements to third parties and/or debt funding. 4. DELTA TETE DEBT 4.1. In terms of a promissory purchase and sale agreement ( Mozambique Acquisition Agreement ), an amount of USD 21,300,000 is due ( Delta Tete Debt ) by Delta Tete (as nominee purchaser) to Vale Dos Embondeiros Limitada, a wholly owned subsidiary of the Seller, ( VDE ) (as seller) in consideration for the Property Following the implementation of the Transaction, Delta intends to reduce the Delta Tete Debt by an amount of USD 5,568,684 by way of a vendor consideration placement of Delta shares to third parties. 5. CONDITIONS PRECEDENT 5.1. The Acquisition Agreement will be effective only when all the following conditions precedent ( Conditions Precedent ) are fully met, namely that: Delta Tete has duly obtained written approval from the Central Bank in Mozambique for foreign property ownership and foreign direct investment and the approval for latter is not less than USD 569,800; the Mozambique Acquisition Agreement has been executed, such that it allows the Property to be unconditionally transferred and duly registered in the name of Delta Tete;

17 VDE confirms that all the necessary approvals, paper work and other actions required for transfer as per paragraph above are ready and the transfer of the Property in terms of the Mozambique Acquisition Agreement to Delta Tete can be implemented; transfer of the Sale Shares has been completed except for the outstanding payment of the Purchase Consideration; and subsequent to completion of the condition under paragraph above, the Property has been duly transferred and registered in the name of Delta Tete, such that Delta Tete acquires legal and exclusive rights on the Property and payment of USD 21,300,000 has been made in terms of the Mozambique Acquisition Agreement Unless otherwise agreed by the parties to the Acquisition Agreement, the Conditions Precedent are to be completed on or before the last working day of March 2016, failing which the Acquisition Agreement will be deemed null and void and the Seller will refund all amounts paid by Delta or any other party on its behalf, including the deposits and the amount paid under the terms of the Mozambique Acquisition Agreement, together with interest thereon at the rate of 7.4% per annum. 6. WARRANTIES The Seller has provided limited warranties to Delta. Save for such warranties, the Seller has made no representations and has given no warranties regarding the Sale Shares. 7. THE PROPERTY 7.1. The details of the Property are as follows: Property Name and Address Geographical Location Sector Gross Lettable Area (m 2 ) Weighted Average Gross Rental/m 2 (USD) Condominium Vale dos Embondeiros Tete, Mozambique Residential 12, Zambia Road, Plot number 8027, Chingodzi 7.2. Details regarding the Property, as at the expected Effective Date, are set out below: Property Name and Address Purchase Attributable Shareholders Yield to Weighted Average Escalation Lease Duration (years) Vacancy % by GLA Condominium Vale dos Embondeiros 8.1% 3.1% % Zambia Road, Plot number 8027, Chingodzi

18 Notes: a) The total costs associated with the Transaction are estimated at USD 1,581,452. b) The Property has been valued by Jones Lang LaSalle Proprietary Limited, independent and registered professional valuers in terms of the Property Valuers Profession Act, No. 47 of 2000, who have attributed a value of USD 34,980,000 as at 31 December 2015, excluding any value for surplus land. 8. FORECAST FINANCIAL INFORMATION OF THE TRANSACTION The forecast financial information relating to the Transaction for the financial periods ending 30 June 2016 and 30 June 2017 is set out below. The forecast financial information has not been reviewed or reported on by a reporting accountant in terms of section 8 of the JSE Listings Requirements and Chapter 12 of the SEM Listing Rules and is the responsibility of Delta s directors. Forecast for the 7 month period ending 30 June 2016 (USD) Forecast for the 12 month period ending 30 June 2017 (USD) Revenue contracted income 2,139,225 3,750,663 Revenue uncontracted income - - Operating expenses 272, ,248 Operational net income 1,867,207 3,269,415 Net profit after tax 1,760,308 2,766,029 Earnings available for distribution 1,091,984 1,610,622 Notes: a. Contracted rental revenue is based on current signed leases, and assumes any lease that may expire during the period is renewed on the same terms and conditions. b. Pursuant to the Mozambique Acquisition Agreement, Delta Tete has been provided with a rental guarantee of USD 434,840 for the 7 month period ending 30 June 2016 and USD 763,769 for the 12 month period ending 30 June c. There is no uncontracted rental revenue or near-contracted rental revenue for either the 7 month period ending 30 June 2016 or the 12 month period ending 30 June d. There is no non-rental revenue for either the 7 month period ending 30 June 2016 or the 12 month period ending 30 June e. Operating expenses do not contain any material individual expenditure items. 9. CATEGORISATION 9.1. The Transaction qualifies as a Category 2 acquisition for Delta in terms of the JSE Listings Requirements The Transaction 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 Listing Rules On implementation of the Transaction, THM will become a subsidiary of Delta. In this regard, Delta confirms that the requirements of paragraph of Schedule 10 of the JSE Listings Requirements will be complied with. 10. GENERAL Delta has its primary listings on both the Official Market of the SEM and the Main Board of JSE Limited.

19 17 February 2016 JSE sponsor and corporate advisor to Delta Company Secretary to Delta Directors: Sandile Nomvete (chairman), Greg Pearson*, Bronwyn Anne Corbett*, Peter Todd (lead independent), Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod and Leon van de Moortele* (*executive director) Company Secretary: Intercontinental Fund Services Ltd Registered address: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius Transfer secretary in South Africa: Computershare Investor Services (Pty) Ltd Registrar and Transfer Agent (Mauritius): Intercontinental Secretarial Services Ltd Corporate advisor and JSE Sponsor: PSG Capital (Pty) Ltd SEM sponsor: Capital Markets Brokers Ltd This Notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and the Securities Act of Mauritius The Board of directors of Delta Africa Property Holdings Limited accepts full responsibility for the accuracy of the information contained in this communiqué.

20 MARA DELTA PROPERTY HOLDINGS LIMITED (previously Delta Africa Property Holdings Limited) (Registered by continuation in the Republic of Mauritius) (Registration number C1/GBL) JSE share code: MDP SEM share code: DEL.N0000 ISIN: MU0473N00028 ( Mara Delta or the Company ) ACQUISITION OF 50% INTEREST IN A NEW A GRADE ZAMBIAN RETAIL SHOPPING CENTRE, FINANCED AT A MARGIN OF 4% AND ANCHORED BY MULTI-NATIONAL TENANTS WITH US DOLLAR UNDERPINNED LEASES 1. INTRODUCTION 1.1. Shareholders are advised that on 24 June 2016, Mara Delta, through its wholly-owned subsidiary Delta International Mauritius Limited, entered into an agreement ( Acquisition Agreement ) with Rockcastle Global Real Estate Company Limited ( Seller ) and Lusaka Cosmopolitan Investments Limited ( LCI ), in terms of which Mara Delta will purchase from the Seller % of the issued share capital of LCI ( Sale Shares ); and all amounts owing to the Seller by LCI from any cause whatsoever ( Sale Claims ), (the Acquisition ), with the Sale Shares and the Sale Claims being collectively referred to as the Sale Equity LCI holds 50% of the issued ordinary share capital of Cosmopolitan Shopping Centre Limited ( CSC ), which, in turn, is the registered title holder of the land in Lusaka, Zambia ( Land ) on which the retail shopping centre, known as Cosmopolitan Mall, is located. Cosmopolitan Mall officially opened on 24 March CSC has concluded a long-term lease in respect of certain adjoining land ( Leased Land ), which has been utilised for the creation of additional parking for Cosmopolitan Mall Cosmopolitan Mall, the Land and the Leased Land are hereafter collectively referred to as the Property.

21 2. RATIONALE 2.1. The Property will be Mara Delta s third investment into dominant retail assets in Zambia with the same strong in-country partner and meets the rigid investment criteria of strong counterparties, underpinned by long-term dollar-based leases The following salient points should be highlighted: the investment in the Property will significantly reduce Mara Delta s overall exposure to the Kwacha to below 10% of income; the Property is seen as the dominant retail offering in the region; the tax incentives associated with the investment enhance the yield accretion in Mauritius; the Property has strong multi-national anchor tenants including Game (13% of rentals), Shoprite (10% of rentals) and The Foshini Group (6% of rentals). Other major tenants include Pep, Jet, OK Furniture, Woolworths, Ackermans, Truworths, Max Clothing, Carnival Furnishers, Edgars and Mr Price; and vacancies and arrears are nil or negligible. 3. EFFECTIVE DATE Subject to the Conditions Precedent (as defined in paragraph 8 below) being fulfilled, it is anticipated that the sale of the Sale Equity to Mara Delta will be implemented on or about 30 September 2016, which will be the effective date of the Acquisition ( Effective Date ). 4. PURCHASE CONSIDERATION 4.1. The total purchase consideration due by Mara Delta to the Seller in respect of the Acquisition amounts to USD ( Purchase Consideration ), of which a non-refundable amount of USD ( Initial Payment ) was paid to the Seller in cash on the signature date of the Acquisition Agreement ( Signature Date ); and USD will be paid to the Seller in cash on the Effective Date, and which will be secured by the delivery to the Seller, by no later than 30 June 2016, of written undertakings as to funding, such undertakings to be reasonably acceptable to the Seller The above amount of the Purchase Consideration has been calculated on the basis that it is anticipated that the outstanding balance due by LCI to Standard Bank of South Africa Limited ( Standard Bank ) on the Effective Date ( Standard Bank Facility Outstandings ) under an existing loan facility agreement between LCI (as borrower), the Seller and Standard Bank ( Standard Bank Facility ), will amount to USD ( Anticipated Standard Bank Facility Outstandings ); and

22 the projected net income of Cosmopolitan Mall will amount to USD for the twelve month period ending 23 March 2017 ( Projected Net Income ) Mara Delta will not be entitled to repayment of the Initial Payment, whether or not the Acquisition Agreement is cancelled for any reason, save that if the Conditions Precedent are not fulfilled on or before the date or extended date stipulated for such fulfilment (see paragraph 8.1 below), then the Acquisition Agreement will cease to be of any further force and effect and the parties will be restored as near as possible to their position prior to entering into the Acquisition Agreement, including that the Seller shall refund Mara Delta the Initial Payment, provided that and only if, Mara Delta has fully complied with its obligations to deliver the undertakings referred to in paragraph above, and neither party shall have any other claim against the other as a result of or in connection with any such non-fulfilment; and Mara Delta may claim repayment of the Initial Payment where the Seller has made any fraudulent or gross negligent misrepresentations to Mara Delta which induced it to enter into the Acquisition Agreement, it being agreed that, should the circumstances in paragraphs and not occur and should the Seller retain the Initial Payment, Mara Delta shall have a right of first refusal to match any offer received by the Seller for the Sale Equity, provided that the purchase price will be the Purchase Consideration, as detailed in the Acquisition Agreement and set out in this announcement. Such right of first refusal will expire on 31 October 2016 or such later date as may be agreed Mara Delta will have the option, at its sole election, to fund the Purchase Consideration by way of a vendor consideration placing of its shares in accordance with the requirements of the Stock Exchange of Mauritius Limited ( SEM ) Listing Rules and the JSE Limited ( JSE ) Listing Requirements. 5. STANDARD BANK FACILITY 5.1. The Purchase Consideration will be recalculated, as soon as possible after the Effective Date, to take account of any difference between the Anticipated Standard Bank Facility Outstandings and the actual value of the Standard Bank Facility Outstandings on the Effective Date (Mara Delta does not anticipate any difference between these values). Any difference will be dealt with following the Effective Date in terms of the Acquisition Agreement s adjustment account provisions In addition to being liable to pay the Purchase Consideration, Mara Delta will either procure the release, with effect from the Effective Date, of the security granted by the Seller to Standard Bank in connection with the Standard Bank Facility Outstandings or will discharge the Standard Bank Facility Outstandings completely on the Effective Date. In either case, the Seller shall be liable for any early settlement fees or repayment fees. 6. BANK OF CHINA FACILITY 6.1. Mara Delta has secured new funding from the Bank of China for USD , which will be used to:

23 part fund the Acquisition and release the Standard Bank Facility Outstandings as discussed in paragraph 5.2; refinance the outstanding bank debt on the Property as held by the other 50% shareholder in CSC; and refinance all outstanding bank debt on the Kafubu Mall and Mukuba Mall properties (as announced on SEM and SENS on 20 October 2015) including that of the other 50% shareholder/s outstanding bank debt The new Bank of China facility is priced at 6M USD LIBOR + 4% and will have a tenor of five years. 7. PURCHASE CONSIDERATION ADJUSTMENT 7.1. The Seller originally acquired the Sale Shares from Africa Property Investments Limited ( APIL ), in terms of a sale of shares agreement concluded on or about 20 August 2014 ( APIL Sale Agreement ) Under the APIL Sale Agreement the purchase price payable by the Seller to APIL is also calculated with reference to the Projected Net Income and is subject to adjustment should the actual net income for the first 12 months of trading differ from the Projected Net Income Should the above price adjustment result in: a positive amount, resulting in the Seller being liable to make payment to APIL of an increased amount, Mara Delta shall on demand, immediately make payment to the Seller of such amount; or a negative amount, in which event APIL is required to make payment thereof to the Seller, the Seller shall immediately on receipt by it of such amount make payment thereof to Mara Delta. 8. CONDITIONS PRECEDENT 8.1. The Acquisition is subject to the fulfillment, by no later than 90 business days from the Signature Date or such later date(s) as is agreed in writing by the parties, of the following conditions precedent ( Conditions Precedent ), namely that the approval, to the extent required, of the COMESA Competition Commission and the Zambian Competition and Consumer Protection Commission be obtained, either unconditionally or conditionally on terms and conditions which the parties confirm in writing to the other to be acceptable to them, provided that the parties shall not be entitled unreasonably to withhold such acceptance and further provided that any such conditions are nevertheless fulfilled within the time period set out in paragraph 8.1; and to the extent required, Mara Delta and Delta International Mauritius Limited obtain shareholder approval, JSE approval and any other regulatory approval required for the Acquisition The Conditions Precedent cannot be waived.