GoGlobal Properties Limited – Cautionary Announcements

HAMILTON, Bermuda – 18 February, 2014 – In a filing with the Bermuda Stock Exchange, GoGlobal Properties Limited (“GoGlobal”; Ticker: GGB.BH) issued a market announcement for the information of shareholders and investors. The Filing stated:

“ACQUISITION OF SHARES IN APF1 LIMITED, NOTICE OF GENERAL MEETING AND FURTHER CAUTIONARY ANNOUNCEMENT

Introduction

Shareholders are referred to the cautionary announcement published by the company dated 30 April 2013 and are advised that GoGlobal has concluded an agreement for the acquisition of  the entire issued share capital of APF1 Limited (“APF1”), a wholly owned subsidiary of ApexHi Property Fund Limited (“ApexHi”), a Real Estate Investment Trust (“REIT”) listed on the Channel Islands Securities Exchange (“CISE”).

The portfolio of properties being sold by APF1 (“the APF1 portfolio”):

•           comprises eight commercial properties in various secondary locations across the UK with a combined value of £27.5 million (per independent valuations undertaken as at 31 January 2013);

•           has external debt of £10.4 million, representing a 37.8% loan to value (“LTV”);

•           has a weighted average unexpired lease term of 6.8 years; and

•           has 57% of rental backed by grade A corporate tenants.

In the opinion of the directors of GoGlobal, the acquisition of the APF1 portfolio represents a sound initial acquisition of higher yielding properties for the company. Economic fundamentals, rental expectations and financial stress are significant determinants of price in the secondary market. A more positive outlook for the UK economy and occupier markets, coupled with the fact that the opportunity to acquire prime properties has diminished, given the relative unattractiveness of prime yields, means that the appetite for secondary property assets should continue to grow. With the gap between UK prime and secondary markets stabilising at all time highs during the second half of 2013, it is anticipated that secondary markets will experience a period of yield compression over the next few years. In the opinion of the directors of the company, there is a potential for the portfolio to benefit from improved pricing conditions in the UK over the short term which may allow GoGlobal the opportunity to continue to acquire attractively priced assets, through the issue of equity and so improve its income return to shareholders.

Terms of the acquisition

The total purchase price payable by GoGlobal in respect of the acquisition is £17,034,603. The consideration will be settled through the issue of 15,486,003 GoGlobal shares (“the consideration shares”) at an issue price of £1.10 per share. The shares will be issued to ApexHi, the vendor of the shares in APF1 Ltd, which is a CISE listed REIT established by the promoters of GoGlobal in August 2011,

GoGlobal’s board of directors includes Pauline Goetsch, Gerald Leissner and Sean Melnick, each of whom currently serves as a director on the board of directors of ApexHi. As at the date of this announcement, none of the directors or their respective immediate families has any direct interests in the shares of the company.  However, Sean Melnick is the deputy chairman of and has a beneficial interest of 12.7% in the issued share capital of Peregrine Holdings Limited (“Peregrine”), and Pauline Goetsch is a director of and has a beneficial interest of less than 5% in the share capital of Peregrine.  Peregrine has an indirect beneficial interest of 32.2% in the ordinary shares and 28.4% of the preference shares in the capital ApexHi.

The acquisition is subject to the following key conditions:                                                    

•               GoGlobal shareholders approving the issue of the consideration shares in general meeting;

•               ApexHi shareholders approving the transaction in general meeting; and

•               admission of the consideration shares on the Bermuda Stock Exchange and the Alternative Exchange of the JSE Limited (“AltX”).              

GoGlobal will retain the services of ApexHi UK Limited a London based advisor to ApexHi in managing the APF1 portfolio.

Property portfolio

Salient property specific information in respect of the APF1 portfolio is available via GoGlobal.

Extraordinary general meeting

The resolutions to consider, inter alia, the issue of the consideration shares will be proposed at an extraordinary general meeting of the company’s shareholders, to be held at 14:00 (GMT) (10:00 AST) on Monday, 17 March 2014 at Suite 1, Block F, Hirzel Court, St Peter Port, Guernsey, GY1 2NN.

The record date on which shareholders must be recorded in the company’s share register in order to attend and vote at the extraordinary general meeting is 16:00 (GMT) (12:00 AST) on Wednesday, 19 February 2014.

Further cautionary

Shareholders are referred to the cautionary announcement published by the company dated 30 April, 2013, and are advised that GoGlobal is in discussions with parties for the acquisition of €83.8 million worth of properties in Germany.

Accordingly, shareholders are advised to continue to exercise caution when dealing in their GoGlobal shares until a further announcement is made.”

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GoGlobal has a primary listing on the Bermuda Stock Exchange and a secondary listing on the Alternative Exchange of the JSE Limited.

For Further Information visit http://www.goglobalproperties.net or Contact the BSX Listing Sponsor:

Global Custody and Clearing Limited. Bermuda

Attn: Mr. Grant Hopkins

Tel: (441) 294-7039

E-mail: grant.hopkins@lom.com

JSE Listing Sponsor is Java Capital