Osiris Properties International Ltd. – Notice of SGM

Hamilton, Bermuda – 17 April, 2014 – In a filing with the Bermuda Stock Exchange (“BSX”), Osiris Properties International Ltd. (the “Company” or “Osiris”; Ticker: OPI.BH), today announced details of a Special General Meeting (“SGM”) to held 12 May, 2014. The filing states:

“CHANGE IN BENEFICIAL SHAREHOLDING, DISPOSAL OF ASSETS, ASSIGNMENT OF ASSET MANAGEMENT AGREEMENT AND NOTICE OF SPECIAL GENERAL MEETING

1.         INTRODUCTION

As communicated to investors at the time of the company’s listings on the Bermuda Stock Exchange (“BSX”) and the Alternative Exchange of the Johannesburg Stock Exchange (“JSE”), the company’s primary objective is to invest opportunistically in real estate assets that will provide strong sustainable income from high quality tenants. In furtherance of these objectives, the company is to embark on a strategy of acquiring a substantial portfolio of African real estate assets (this would exclude assets situated in South Africa) under the guidance of a new board of directors and investment manager, further details of which are set out below.

2.         CHANGE IN BENEFICIAL SHAREHOLDING

Osiris shareholders are advised that Osiris Property Services Limited (incorporated in the British Virgin Islands with company registration number 558778) (“OPS”), has concluded an agreement (“the share sale agreement”) with Delta Property Fund Limited (incorporated in the Republic of South Africa with company registration number 2002/005129/06) (“Delta”), to dispose of its 89% holding (591 212 shares)  in Osiris to Delta for a purchase consideration of GBP502 530 (“the OPS Share Sale”).

Following implementation of the OPS Share Sale, Delta will become the beneficial owner of 89% of the issued share capital of the company.

3.         DISPOSAL OF ASSETS AND ASSIGNMENT OF ASSET MANAGEMENT AGREEMENT

As a condition precedent to the share sale agreement, Osiris has entered into an agreement with KSP Offshore Limited (incorporated in the British Virgin Islands with company registration number 338106) (“KSP”) to dispose of its entire shareholding in Trito Petersfield Limited (“Trito”) together with any claims on loan account which Osiris has in Trito for a purchase consideration of GBP735 000 (“Trito disposal”). Trito is the owner of four residential units in Petersfield, United Kingdom.

Shareholders are further advised that Premier Capital Managers Ltd (incorporated in the British Virgin Islands with company registration number 1512794) (“Premier Capital”) has entered into an agreement (“the novation agreement”) to assign the management agreement in terms of which Premier Capital currently manages the company, to Gregory Pearson and Bronwyn Anne Corbett (collectively “the transferees”) for a fee of GBP300 000, which fee is payable by transferees to Premier Capital. Pursuant to the novation agreement, the transferees will assign the management contract to Freedom Manco. Freedom Manco will continue to manage the assets of Osiris on the same basis and terms.

4.         CHANGES TO THE BOARD

Shareholders are advised that, subject to the implementation of the OPS Share Sale, the following directors will resign as directors of the company:

1.         Serge Richard;

2.         Peter Todd;

3.         Julie Lamberth-Dawson;

4.         Nicolaas Faure; and

5.         Tiffany Purves.

It is proposed that, subject to the receipt of the necessary shareholder approval, the following persons will be elected as directors of the company:

1.            Bronwyn Anne Corbett (33) – Bronwyn is a Chartered Accountant and CFO/COO of Delta Property Fund Limited (“Delta”). She has over 9 years’ experience in the property sector with specific focus on property ownership;

2.            Sandile Hopeson Nomvete (41) – Sandile is a graduate of the Property Development Programme from the University of Cape Town Graduate School of Business, as well as the Executive Development Programme and Finance for non-financial managers Diploma from the University of Witwatersrand. He is the Chief Executive Director of Delta and serves as a director on a number of non-listed entities;

3.            Paul David Simpson (60) – Paul is an Independent Non-Executive Director of Delta and has extensive experience and comprehensive track record of delivering sustainable, profitable growth in the retail and property sector; and

4.            Gregory Pearson (35) – Greg is a graduate of Kingston University London, having studied Business Management and Project Management and is registered with the Chartered Management Institute. He has project and market sector expertise and has worked in over 40 African countries to date.

5.         NOTICE OF SPECIAL GENERAL MEETING

Shareholders are advised that a special general meeting of the company’s shareholders will be held at the company’s registered office, Williams House, 3rd Floor, 20 Reid Street, Hamilton, HM11, Bermuda on Monday, 12 May 2014 at 10:00 am (Atlantic Daylight Time) for the consideration of resolutions in the furtherance of the proposed changes set out above, which will have the following effects:

•               changing the name of the company from “Osiris Properties International Limited” to “Delta International Property Holdings Limited”;

•               redenominating the currency of the company from Pounds Sterling (“GBP”) to United States Dollar (“US$”);

•               authorising the directors of the company to issue and allot up to approximately 200,000,000 new shares to acquire an interest, directly or indirectly, in Anfa Place Shopping Centre;

•               authorising the directors of the company to issue and allot up to 20% of the authorised shares of the company or to grant any offers, agreements or options which would or might require securities to be issued, allotted or disposed of for or in connection with the acquisition of African real estate assets (excluding assets situated in South Africa) on such terms as they seem fit from time to time;

•               authorising the directors of the company to allot and issue securities of the company or to grant offers, agreements or options which would or might require securities to be issued, allotted or disposed in excess of 20% of the existing issued share capital of the issuer from time to time, as detailed above, provided that such authority will only continue in force until the conclusion of the first annual general meeting of the company following the passing of such resolution, unless such resolution is renewed by ordinary resolution passed at the annual general meeting or, such resolution is revoked or varied by ordinary resolution of the shareholders in general meeting, whichever occurs first; and

•               changing the board of directors as detailed above.

Osiris has a primary listing on the Bermuda Stock Exchange and a secondary listing on the Alternative Exchange of the JSE.”

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For more information visit the Company's web-site www.osirispropertiesint.com  ; or,

Contact the Bermuda Listing Sponsor:

Global Custody & Clearing Ltd.

Attn: Mr. Grant Hopkins          Tel: (441) 294-7039