GOGLOBAL PROPERTIES LIMITED – Market Update

HAMILTON, Bermuda – 07 August, 2014 – In a filing with the Bermuda Stock Exchange, GoGlobal Properties Limited (“GoGlobal”; Ticker: GGB.BH) issues an update to previous cautionary announcements. The filing read:

“ACQUISITION OF A PORTFOLIO OF PROPERTIES FROM STENHAM PROPERTY HOLDINGS LIMITED AND ACQUISITION OF INVESTMENT MANAGERS

Introduction

Shareholders are referred to the previous cautionary announcements, the last of which was  published by the company on 3 July, 2014, and are advised that the GoGlobal group has concluded various share purchase agreements with the vendors of various property companies (“property companies”) forming part of funds currently managed by the Stenham Property Holdings Limited group  (“Stenham Property”), in terms of which GoGlobal will acquire shares in the property companies listed below from the corresponding vendors (the “property companies acquisition”):

Property companies                         Vendor

Anarosa Holdings N.V.                       Anselmo Properties Limited

Bernina Property Holdings Limited     Stenham German Property Portfolio 3 Limited

CS Property Holding N.V.                  Westwind Properties Limited

Davemount Properties Limited           Hollandbay Holdings Limited

Kantone Holdings Limited                   Fieldfare Holdings Limited

Lakewood International N.V.              Branthill Holdings Limited and Stenham German Property Portfolio 2 Limited

Laxton Properties Limited                   Southwell Property Company Limited

Leatherback Properties Limited          Sphere Trustees Limited

Loveridge Properties Limited              Ashcourt Properties Limited

Normanton Properties Limited            Maplebeck Properties Limited

Spike Investments S.A.                      Stenham Swiss Property Portfolio Limited

Stenham European Shopping

Centre Fund Limited                           Capewest Properties Limited

Stenham Properties (Germany)

Limited                                                            Bavaria Property Company Limited

TB Property Holdings N.V.                 Lincolnfield Holdings Limited

The property companies collectively own forty five buildings in Germany, Switzerland and the United Kingdom. In addition to the property companies acquisition, GoGlobal will acquire:

·         the Stenham Property management business (through the acquisition of the entire issued share capital of Stenham Property and its subsidiaries);

·         various cash holding subsidiaries of certain of the property funds referred to above (the “cash holding subsidiaries”); and

·         the entire issued share capital of GoGlobal’s current investment manager, Apex Hi (UK) Limited, (collectively, the “acquisitions”).

As a result, once the acquisitions have been completed, GoGlobal will be internally managed.     

Terms of the acquisitions and conditions precedent

The total purchase consideration for the property companies acquisition is calculated with reference to the NAV of the underlying property companies at 31 March 2014 and is approximately EUR281.1 million. The purchase consideration of the Stenham Property management business is approximately EUR15.6 million and the purchase consideration of Apex Hi (UK) Limited is approximately EUR3.8 million. The purchase consideration for the cash holding subsidiaries is approximately EUR18.4 million.

The total purchase consideration for the acquisitions will be entirely funded by the issue of new GoGlobal ordinary shares on the Bermudan share register, at an issue price of EUR1.37 per share being the Euro equivalent of the NAV per share of GoGlobal as at 31 March 2014 (“the consideration shares”).

The property companies in turn intend distributing the consideration shares that they receive to their shareholders.

The acquisitions are subject to, amongst other things:

·         GoGlobal shareholders approving the issue of the consideration shares in an extraordinary general meeting; and

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

Summary of the properties

The properties comprise (by value):

·         34% UK properties, including 32% in three central London multi let office buildings and 2% in regional retail units;

·         44% German properties including 17% in a property which is located in the Hamburg city centre and 12% arising from a 28% share in a regional shopping centre (Nova Eventis), as well as a portfolio of retail warehouses and care homes; and

·         22% Swiss properties made up of thirteen buildings comprising offices, retail and logistics.

Extraordinary general meeting

Details and timing of the extraordinary meeting of the company’s shareholders will be published in a further announcement.

GoGlobal has a primary listing on the BSX and a secondary listing on the AltX.”

-ends-

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

Global Custody and Clearing Limited. Bermuda

Tel: (441) 292-5000

JSE Listing Sponsor is Java Capital