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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations set out on pages 5 to 7 of this Circular apply, mutatis mutandis, to the paragraphs below.If you are in any doubt as to what action you should take in relation to this Circular, please consult your accountant, broker, banker, CSDP, legal advisor or other professional advisor immediately. This document is issued in compliance with the provisions of the Listings Requirements, to the Unitholders of RDC, for the purposes of explaining the Proposed Property Investments, the Bonus Issue and the Rights Offer.

Action required:

In respect of the Bonus Issue1. The Bonus Issue was dependent on the approval by Ordinary Resolution by the Unitholders at the EGM. This approval was obtained.2. RDC published an announcement to inform Unitholders of the results of the EGM and the Record Date for the Bonus Issue on 25 September 2015.3. Unitholders are referred to the salient dates and times on page 4 of this Circular. 4. Fractions of Linked Units of the Bonus Issue will paid in cash as explained on page 14 of this Circular.

In respect of the Rights Offer5. The Rights Offer was dependent on the approval of the Special Resolutions for the by Unitholders at the EGM. This approval was obtained.6. RDC published an announcement to inform Unitholders of the results of the EGM and announced the Record Date for the Rights Offer and the date

that the Rights Offer opens on 25 September 2015.7. Unitholders are referred to the salient dates and times on page 4 of this Circular and the “Action required by Unitholders in respect of the Rights

Offer” section, which sets out the action required in relation to the Rights Offer.8. The Rights that are represented by the Letters of Allocation are valuable and may be renounced or sold on the BSE. Letters of Allocation can,

however, only be traded in Dematerialised form and, accordingly, RDC will issue all Letters of Allocation in Dematerialised form. The register for holders of Certificated Linked Units is being maintained by the Transfer Secretaries.

9. Only whole numbers of Linked Units will be issued in terms of the Rights Offer and Unitholders will be entitled to rounded numbers of Linked Units once the Ratio of Entitlement has been applied.

RDC PROPERTIES LIMITED(Incorporated in the Republic of Botswana on 18/04/1996)

(Company number: 96/592)BSE Ordinary Share Code: RDCP(“RDC” or “the Company”)

CIRCULAR TO RDC UNITHOLDERSRegarding

– the Proposed Property Investments in Botswana, Mozambique, South Africa and Namibia;

– the Proposed Bonus Issue of 22,218,206 Linked Units at a value of P2.25 per Linked Unit;– a fully underwritten renounceable Rights Offer of up to 105 million Linked Units at a price

of P2.25 per Linked Unit;and incorporating

– Revised Listing Particulars;

Date of issue: 12 October 2015

Transaction Advisor Sponsoring Broker Transfer Secretary

Independent ReportingAccountant Legal Advisor


Independent Reporting Accountant Legal Advisor



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CORPORATE INFORMATION

Directors RegisteredofficeExecutive Real Estate Office ParkName: Guido R Giachetti (Chairman) Plot 5624, Lejara Road,Address: Plot 3090, North Ring Road, Gaborone GaboroneNationality: Italian (P.O. Box 40539, Gaborone)

Name: Jacopo Pari Transfer SecretariesAddress: Plot 6249, Broadhurst, Gaborone PricewaterhouseCoopers (Pty) LimitedNationality: Italian Plot 50371, Fairground Office Park

GaboroneNon-Executive (P.O. Box 294, Gaborone)Name: Giorgio G GiachettiAddress: Corso Vinzaglio 12Bis, 10100 Torino, Italy Transaction AdvisorNationality: Italian African Alliance Advisory (Pty) Limited Corner of Fricker and Harries RoadsName: Lesang Magang (Independent) Illovo, JohannesburgAddress: Plot 43059/4, Phakalane, Gaborone (Postnet Suite 78, Private Bag X11, Birnam Park)Nationality: Motswana Sponsoring BrokerName: Kate C Maphage (Independent) African Alliance Botswana Securities LimitedAddress: Plot 127, Morukuru Road, Gaborone Plot 50361, Fairgrounds Office ParkNationality: Motswana Gaborone (P.O. Box 2770, Gaborone)Name: Keith R Jefferis (Independent) Address: Plot 2453, Extension 9, Gaborone Independent Reporting Accountant (Botswana)Nationality: Motswana Deloitte & Touche Plot 64518, Fairgrounds Office ParkName: Charles Tibone (Independent) GaboroneAddress: Plot 21800, Phakalane, Gaborone (P.O. Box 778, Gaborone)Nationality: Motswana Legal Advisor

Collins Newman & Co

Dinatla Court, Plot 4863 Gaborone

(P.O. Box 882, Gaborone)

Contact: Neill Armstrong

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TABLE OF CONTENTS

The definitions and interpretations set out on pages 5 to 7 of this Circular apply, mutatis mutandis, to the following table of contents:

Page

CORPORATE INFORMATION 1

SALIENT DATES AND TIMES FOR THE PROPOSED BONUS ISSUE AND

RIGHTS OFFER 4

DEFINITIONS AND INTERPRETATIONS 5

CIRCULAR TO RDC UNITHOLDERS1. INTRODUCTION 8

PART A: THE PROPOSED PROPERTY INVESTMENTS2. RATIONALE FOR THE PROPOSED PROPERTY INVESTMENTS AND BENEFITS TO RDC 93. INFORMATION ON DIRECTORS 124. CORPORATE GOVERNANCE STATEMENT 13

PART B: THE BONUS ISSUE5. INTRODUCTION 146. SALIENT DATES AND TIMES 147. BASIS OF THE BONUS AWARD 148. ISSUE OF BONUS ISSUE LINKED UNITS 14 9. REASON FOR THE BONUS AWARD 1410. FRACTIONAL ENTITLEMENTS 1411. LISTING OF THE BONUS UNITS 15 12. TAXATION 15

PART C: THE RIGHTS OFFER13. INTRODUCTION 1614. SALIENT DATES AND TIMES 1615. ACTION REQUIRED BY UNITHOLDERS IN RESPECT OF THE RIGHTS OFFER 1616. PURPOSE OF THE RIGHTS OFFER 1717. PARTICULARS OF THE RIGHTS OFFER 1718. BSE LISTINGS 2019. FOREIGN UNITHOLDERS 20

PART D: OTHER INFORMATION20. FINANCIAL INFORMATION 2221. WORKING CAPITAL STATEMENT 2822. STATED CAPITAL AND DEBENTURE CAPITAL 2823. RELATED PARTY TRANSACTIONS 2924. MATERIAL CHANGES 2925. BORROWINGS 29

26. MATERIAL CONTRACTS 29

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27. LITIGATION STATEMENT 29

28. ADVISORS’ INTEREST 29

29. CORPORATE GOVERNANCE STATEMENT 29

30. PROSPECTS 30

31. CONSENTS 30

32. COSTS 30

33. DOCUMENTS AVAILABLE FOR INSPECTION 30

34. DIRECTORS’ RESPONSIBILITY STATEMENT 31

QUESTIONS AND ANSWERS REGARDING THE RIGHTS OFFER 32

Annexure 1: AUDITED HISTORICAL FINANCIAL INFORMATION OF RDC 33Annexure 2: REPORTING ACCOUNTANT’S LIMITED ASSURANCE REPORT ON THE UNAUDITED

PRO FORMA FINANCIAL EFFECTS69

Annexure 3: REPORTING ACCOUNTANT’S REPORT ON THE PROFIT FORECAST OF RDC 71

Annexure 4: TABLE OF ENTITLEMENT 74

Annexure 5: DETAILS OF THE UNDERWRITERS 75

Annexure 6: TRADING HISTORY OF THE LINKED UNITS 77

Annexure 7: REVISED LISTING PARTICULARS 79

Annexure 8: BORROWINGS 86

Annexure 9: LOANS RECEIVABLE 88

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SALIENT DATES AND TIMES FOR THE PROPOSED BONUS ISSUE AND RIGHTS OFFER

The definitions and interpretations set out on pages 5 to 7 of this Circular apply mutatis mutandis to this section.

Salient dates and times – Bonus Issue

Description 2015

Bonus issue press announcement Friday, 25 September

Record date for participation Friday, 9 October

Circular dispatched. Securities listed. Friday, 16 October

Salient dates and times – Rights Offer

Description 2015

Record Date for participation in the Rights Offer Friday, 9 October

Last day for receipt of postal registrations Wednesday, 14 October

Letters of Allocations listed Friday, 16 October

Circular dispatched to Unitholders Friday, 16 October

Rights Offer opens (09:00) Friday, 16 October

Last day for dealing in Letters of Allocation Wednesday, 4 November

Rights Offer closes (14:30) Friday, 13 November

Results of the Rights Offer announced Friday, 20 November

New Linked Units listed on the BSE Monday, 23 November

Notes:

1. All times indicated above are local times in Botswana.

2. The dates and times indicated in the table above are subject to change. Any such changes will be published in the press.

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DEFINITIONS AND INTERPRETATIONS

In this Circular and the annexures hereto, unless the context indicates a contrary intention, the words in the first column shall have the meanings assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one gender includes the other gender; a natural person includes a juristic person and vice versa and cognate expressions shall bear correspondent meanings.

“Act” means the Botswana Companies Act 2003 (CAP. 42:01) as amended, or any law which may replace it in part or wholly;

“the Board” or “Directors” means the board of directors of RDC, as set out on page 1 of this Circular;

“Botswana” means the Republic of Botswana;

“Bonus Award” means the award by the Company to Unitholders of accumulated NAV which is contained in accumulated profits by way of the Bonus Issue;

“Bonus Issue” means the issue by RDC of the Bonus Issue Linked Units at a ratio of 1 Bonus Issue Linked Unit for every 10 Linked Units held;

“Bonus Issue Linked Units” means 22,218,206 of the New Linked Units which are being issued toUnitholders pursuant to the Bonus Award;

“BSE” means the Botswana Stock Exchange established in terms of the Botswana Stock Exchange Act;

“Business Day” means any day other than a Saturday, Sunday, or official public holiday in Botswana;

“CertificatedLinkedUnits” means Linked Units which are evidenced by a certificate or written instrument; “CertificatedUnitholders” means Unitholders who hold Certificated Linked Units;“Circular” means this circular dated 12 October 2015 including annexures and attachments

hereto;

“Constitution” means the Constitution of the Company, amended at the EGM on 15 September 2015;

“CSDB” means the Central Securities Depository of Botswana (Proprietary) Limited, which company operates the central securities depository for Botswana, under the auspices of the BSE;

“CSDP” means a Central Securities Depository Participant accepted as a participant in terms of the rules made by the Botswana Stock Exchange and the CSDB;

“Debenture” means an unsecured debenture of a nominal value of 32 thebe in the debenture capital of RDC which is linked to an Ordinary Share;

“Dematerialised Linked Units” means Linked Units that have been dematerialised;

“Dematerialised Unitholders” means Unitholders who hold Dematerialised Linked Units;

“EGM” means the extraordinary general meeting of Unitholders, which was held at 15:00 on Tuesday, 15 September 2015;

“Form of Instruction” means a form of instruction in the Letter of Allocation reflectingthe Rights of Unitholders and on which Unitholders are entitled to indicate whether they wish to take up, sell, or renounce all or a portion of their Rights. For avoidance of doubt, the Letter of Allocation will be sent to all Qualifying Unitholders on or about 16 October 2015;

“GLA” means gross lettable area;

“IFSC” means the Botswana International Financial Services Centre;

“Last Practicable Date” means 28 September 2015, being the last practical date prior to the finalisation of this Circular;

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“Legal Advisors” means Collins Newman & Company, a firm of attorneys, notaries, and conveyancers, practising in Botswana;

“Letter of Allocation” means a renounceable (nil paid) letter of allocation to be issued to Unitholdersin dematerialised form representing each Unitholder’s Rights;

“Linked Units” mean linked units in the Share and Debenture capital of RDC consisting of a Debenture and an Ordinary Share indivisibly linked;

“Listings Requirements” means the listings requirements of the BSE;

“Madagascar” means the Republic of Madagascar;

“Mozambique” means the Republic of Mozambique;

“Namibia” means the Republic of Namibia;

“NAV” means net asset value;

“New Linked Units” means up to 125,365,212 Linked Units, comprising the Bonus Issue Linked Units and Rights Offer Linked Units;

“Ordinary Share” means an ordinary share in the stated capital of RDC, which is indivisibly linked to a Debenture;

“PAM” means Property and Asset Management Limited, the company providing property management, accounting and secretarial services to RDC;

“Proposed Property Investments” means the acquisition of the proposed property investments in Botswana, Mozambique, South Africa and Namibia.

“Pula” or “P” or “Thebe” means the lawful currency of Botswana;

“Qualifying Unitholder” means a registered holder of Linked Units on the Register of Unitholdersof RDC as at 17:00 on the Record Date, excluding those Unitholders who have a registered address in any jurisdiction in which it would be unlawful to make the Bonus Issue or the Rights Offer;

“Ratio of Entitlement” means the number of Rights Offer Linked Units to which Unitholders are

entitled in terms of the Rights Offer, details of which are set out in paragraph 17.2 on page 17 of this Circular;

“RDC” or “the Company” means RDC Properties Limited (registration number 96/592), a companyduly incorporated in Botswana and listed on the BSE;

“Record Date” means the last date to register for the Rights Offer, which is also the date for participation in the Bonus Issue which will be announced in the press following the EGM but which is anticipated to be 9 October 2015;

“Register of Unitholders” means the register of Certificated Unitholders maintained by the TransferSecretaries and the Sub-Register of Dematerialised Unitholders maintained by the CSDB;

“Reporting Accountant” means Deloitte & Touche (registration number BN1992/10322), a partnership of Certified Public Accountants registered in Botswana;

“Resolutions” means the Special Resolutions approving the increase of stated and debenture capital and the Rights Offer, and the Ordinary Resolution approving the Bonus Issue, as set out in the notice of EGM, which were considered and voted on at the EGM;

“Revised Listings Particulars” means the revised listing particulars of the Company, set out in Annexure 7 tothis Circular and all appendices thereto;

“Right” means the entitlement to subscribe for Rights Offer Linked Units pursuant to the Rights Offer represented by a Letter of Allocation;

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“Rights Offer” means the renounceable rights offer made by RDC, to raise gross proceeds of approximately P232 million, through issuing the Rights Offer Linked Units at the Rights Offer Price in the Ratio of Entitlement which proceeds will be utilised in settlement of the Purchase Consideration for the Proposed Property Investments;

“Rights Offer Linked Units” means 103,147,006 of the New Linked Units which are being offered toUnitholders in terms of the Rights Offer;

“Rights Offer Price” means the price of a Rights Offer Linked Unit, being P2.25 per Linked Unit;

“South Africa” means the Republic of South Africa;

“Sponsoring Broker” means African Alliance Botswana Securities Limited (registration number 2000/5432), a company domiciled in Botswana;

“Subscription Linked Units” means Rights Offer Linked Units not subscribed for or taken up by Unitholdersin the Rights Offer which the Underwriter is obliged to subscribe for in terms of the Underwriting Undertaking;

“Sub-Register” means the record of Dematerialised Units which forms part of the Company’s Register of Unitholders;

“Transaction Advisor” means African Alliance Advisory Proprietary Limited (registration number 2002/030821/07), a company domiciled in South Africa;

“Transfer Secretaries” means PricewaterhouseCoopers (Pty) Limited, (registration number CO NO.1982/3721), a company duly incorporated in Botswana;

“Underwriters” means a consortium of institutional investors which has provided irrevocable undertakings to follow those rights not being followed by Realestate Financiere SA, Chobe Financial Corporation and Aspera Holdings Limited, as well as any other Unitholders who do not follow their rights;

“Underwriting Consortium” means the Underwriters

“Underwriting Undertaking” means the underwriting undertaking in terms of which the Underwriters agreed to underwrite the Rights Offer;

“Unitholders” means holders of Linked Units;

“Variable Rate Loan Stock company” means a company capitalised mainly through debenture capital providing the debenture holders a variable rate of return on capital;

“VAT” means value added tax; and

“VRLS” means a company with limited liability incorporated in Botswana, in terms of the Act, the objects of which are restricted to investment in immovable property and the development refurbishment and maintenance thereof, which issues shares and debentures together comprising linked units and is capitalised mainly through debenture capital providing the debenture holders a variable rate of return on capital;

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1. INTRODUCTION

As part of its strategy to generate capital appreciation and income growth and to offer its Unitholders superior geographic diversification through becoming a significant regional presence, RDC has investigated a number of potential property investments in Southern Africa and has identified possible opportunities.

These include properties not only in Botswana, but also in South Africa, Mozambique and Namibia (the “Proposed Property Investments”).

The Proposed Property Investments represent an attractive and unique investment proposition for RDC where sufficient distribution and yield accretion can be accessed for Unitholders. Further rationale for the Proposed Property Investments is set out in paragraph 2 on page 9 of this Circular.

The purpose of this Circular is to furnish Unitholders with relevant information pursuant to the Proposed Property Investments (PART A of this Circular) and provide details on the Bonus Issue and the Rights Offer. The Circular further provides Unitholders with information on the Bonus Issue and the Rights Offer (PART B of this Circular), the terms and conditions thereof and instructions on how to participate in the Bonus Issue and the Rights Offer.

As part of the strategy to expand RDC’s portfolio by way of the Proposed Property Investments (as detailed below), RDC makes a Bonus Award pursuant to which it will issue the Bonus Issue Linked Units and makes a Rights Offer. The Bonus Award rewards Unitholders by transferring a portion of the accumulated NAV from accumulated profits to stated capital ahead of the Rights Issue, while the Rights Issue will be used to generate funding for the Proposed Property Investments and acquisition strategy of RDC.

In order to create more free float, encouraging local participation and ownership, as well as creating an increasingly diverse ownership base which will further improve governance and accountability, some of the major founding shareholders will not be following their rights (see paragraph 17.7 below). This will result in increasing the free float to above 50% of the equity ownership in RDC as the original vendors of RDC (being Realestate Financiere SA and Chobe Financial Corporation) will be reducing their holdings to less than 50%.

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PART A: THE PROPOSED PROPERTY INVESTMENTS

2. RATIONALE FOR THE PROPOSED PROPERTY INVESTMENTS AND BENEFITS TO RDC

2.1. Rebalancing of the RDC Property Portfolio – Residential investments in Botswana

Historically, RDC’s portfolio principally comprised of office buildings. A few years ago the Company started rebalancing its offering in order to take advantage of market segments representing additional value and more growth potential. The development of Masa Centre, the recent successful amalgamation of the Tholo group and the full acquisition of Chobe Marina Lodge, completed the first step of this rebalancing (reducing the weight of the office sector in favour of hospitality). The sectoral spread of the portfolio at the end of 2014, by rental income, was Hospitality 42%, Office 38%, Retail 17% and Industrial 3%.

By all indications, the residential market in Botswana still provides opportunities for good investments, although RDC remained under represented in this segment. RDC was, however, granted approval by Unit Holders at the Annual General Meeting held on 21 May 2015, to acquire the prime property known as the ICC Flats. This represents RDC’s first investment in the residential sector.

2.1.1. ICCFlats–increaseinavailableflatstorent.

Background

The ICC Flats consists of three properties, comprising 26 residential units in variously sized flats with parking facilities and common amenities, being a swimming pool, barbecue area and landscaped garden. The property, situated on freehold land, is located in a very prominent area of Botswana’s capital city, Gaborone (Extension 9). Properties in this area are highly sought-after.

The Company intends developing new flats on the ICC Flats property and this should result in a sustained improvement in the performance of RDC.

RDC intends to demolish one old block of 6 residential units, and then on that land and the undeveloped portion of the ICC Flats land, develop an additional 45 residential flats of various sizes.

The building permit for the development was granted in May 2015. The development team has already been appointed by PAM in its capacity as the development manager.

The definition of construction phases and the contract award is expected to be finalized in the third quarter of 2015. Ground breaking is expected to be in the last quarter of 2015 and completion of the project in the third quarter of 2017.

Preliminary Financial Indicators

The total cost of the development is expected to be approximately P35.5 million which will be funded by capital raised in the Rights Offer.

On completion of the development, the gross rentals anticipated to be achieved for all the 65 residential flats, based on past experience, is a yield of 9.4% on the total investment (the purchase consideration and build costs).

2.1.2. Masa Suite Apartments

Masa Centre, through subsidiary Three Partners Resorts Limited, is RDC’s first lifestyle development which is strategically positioned in the heart of the new Gaborone CBD. Masa Centre comprises of retail stores, offices, restaurants, a 3D cinema multiplex, and the flagship Lansmore Masa Square Hotel as the anchor tenant within the property. The hotel occupies 53% of the Masa Centre GLA and has been consistently delivering impressive occupancy results when benchmarked against peers. The hotel has been operating at high occupancy levels and additional rooms will be beneficial especially for long-staying and/or returning guests.

RDC believes that the hospitality offering in Gaborone would be greatly enhanced by quality long-stay accommodation. Hence RDC proposes the Masa Suite Apartments development which entails a conversion of some available office units in Masa Centre to create an additional offering for the Lansmore Masa Square Hotel. There is currently an oversupply of office space in the CBD and this development would further reduce RDC’s exposure to the office sector.

The development will comprise of 30 units being a mix of 1 bedroom suites and studio serviced apartments on a net total area of approximately 2,000 square metres. The proposed units are expected to be managed by Lansmore Masa Square Hotel and thus will meet its standards once completed.

Approval to proceed with the development was granted by Gaborone City Council in June 2015, based on fully completed room designs. Works are expected to commence immediately. The proposed development is estimated to cost approximately P16 million and to be funded by capital raised in the Rights Offer. The suites are expected to generate a total revenue of P6 million for RDC in the first year once completed.

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2.1.3. Tlokweng Affordable Housing

RDC has the opportunity to possibly acquire 10,543 square metres of land in Tlokweng, in the Southeast District of Botswana, neighbouring the country’s capital city, Gaborone. This property would be acquired to develop an affordable housing scheme for rent and sale. The property is situated on the main road to Gaborone, 1.2 kilometres from the well-known River Walk Mall and perfectly located for affordable flats.

Plans have been drawn up for the development of 108 flats (a mixture of 24 lofts, 48 one bedroom and 36 two bedroom flats). The plan is to sell 50% of these units and 50% to be retained in the portfolio for rental.

The total cost of the development is estimated to be P85 million. The net profit from sale of 54 apartments would be approximately P10 million which would reduce the costs of the flats retained by RDC to a net P32 million. The gross rental yield is estimated to be 12%.

RDC currently awaits indication from the Land Board responsible for property in the area as to whether this development will be approved.

2.2. Regional Growth of the RDC portfolio.

The RDC portfolio presently comprises properties in Botswana and Madagascar. The Botswana property portfolio value represents approximately of 97.5% of the total investment and property portfolio of RDC.

With its local residential developments, RDC will have achieved a reasonable exposure to all sectors of the Botswana economy. It is prudent to mitigate the dependency on the Botswana property market, and diversify risk by geographical spread. A regional strategy will enable RDC to achieve that risk mitigation and spread, and to take advantage of opportunities in economies that are at different stages of development.

Opportunities are being investigated in the regional markets of South Africa, Mozambique and Namibia.

2.2.1. South Africa

A property has been identified in the CBD of Cape Town, which is currently let as a parking lot servicing a well-known restaurant. The central location of this property is ideal for a residential, commercial and/or hospitality project. Having explored different projects, it is believed that a hospitality project underpinned by a long-term lease with a well-known hotel operator provides the best return. A modern and trendy 3-Star (possibly 4-Star) business focused hotel is being designed.

A memorandum of understanding for a joint development for the development has been signed with the current owners of the property.

The preliminary feasibility and projections estimate a total project cost of approximately ZAR190M, excluding furniture, fittings and equipment. The RDC participation in the joint venture is expected to be 45% with management control. Approximately P70 million of the capital raised from the Rights Offer will be applied to this project.

RDC will be leveraging on its track record of successful developments in the hospitality sector to maximise the potential of this very well located property.

• Subject to necessary due diligence and the Reserve Bank of South Africa approval, it is envisaged that the company which currently owns the property will be the vehicle for the joint venture.

• A shareholders agreement will be signed once the development plans have been formalised.

• RDC has engaged with and received confirmation from well-known hotel operators of an interest in pursuing negotiations for a long term lease on the developed property, and if necessary to provide all furniture, fixtures and fittings.

• Design development has started and professionals specializing in heritage and town planning have been engaged to minimize the planning approval period. It is envisaged that this stage could take between 7 and 12 months.

• Financial institutions have been approached for preliminary indications of possible financing solutions.

• An indicative feasibility performed by PAM forms the basis of the development proposal.

• The demand for commercial properties in the Cape Town CBD is well documented and narrated in many reports provided by estate agents and the City of Cape Town Municipality.

• The Hotel operators and estate agents that RDC has engaged are of the view that a 3-Star, contemporary designed business hotel would do well in the local market and in particular in the location due to its proximity to the High Court, Parliament, and the “viby” Long Street evening buzz. These types of properties in Cape Town achieve occupancies of approximately 90% during high season.

• Presently hotels in the Cape Town CBD record an average occupancy in excess of 67% and with substantial increasing demand year on year.

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Both the 3-Star and 4-Star options are being explored. The hotel will comprise a minimum of 180 contemporary rooms, an attractive bar and pool, breakfast and light lunch terrace, conference banqueting facilities on an upper floor, with stunning views of Table Mountain, the Gardens, the Cape Town CBD, the harbor and Table Bay.

The ground floor space is envisaged as a daytime restaurant-deli that can be an extension of the current well-known restaurant. This restaurant-deli facility can cater for breakfast and lunch for guests as well as serving patrons in the surrounding CBD.

Preliminary Financial Indicators (using the 3-Star model)

The indicative total project cost is R190 million (including land, building construction, professional fees and interest during construction).

Construction period is envisaged at 24 months from building and planning approval.

It is proposed that rentals be split into a variable and fixed portion and it is anticipated that the yield achieve will be higher than the aggregate rental yield achieved over the entire portfolio of RDC.

2.2.2. Mozambique as a growth area.

High returns are expected for investors in Mozambique, as the economic outlook for this country is very promising with the current oil and gas developments taking place. The controlling shareholders of RDC have invested in an engineering consulting firm in Mozambique, inter alia to source development opportunities for RDC in the retail and hospitality property sectors.

It is anticipated that within the next 12 months developments should be identified that ought to provide the required yield. An estimated figure of P50-P75 million of the funds raised from the Rights Offer would be applied to the envisaged types of developments.

The Company has already signed a memorandum of understanding with a local petroleum company for the development of retail convenience centres as additions to the petrol stations owned by the local petroleum company. These retail convenience centres will add value to the offering at these petrol stations. Suitable sites are being investigated.

2.2.3. Namibia as a growth area.

Stable returns are expected in Namibia. The economy mirrors the fundamentals of Botswana, however, the outlook for Namibia is very promising with a stable political environment, positive economic prospects with the development of new mines (gold, uranium and diamonds) and a diversification of the economy gathering momentum. The themes for government development plans are strong infrastructure developments (port of Walvis Bay and highways) and support to the development of the food processing (fisheries) and tourism industries.

RDC is reviewing opportunities in the retail and hospitality property sectors and shall pursue an allocation of part of the Rights Offer cash raised to this area. The rental yields are in line with Botswana yields but the market is deeper and the growth experienced over the last year is anticipated to continue. An estimated figure of between P50-P75 million of the funds raised from the Rights Offer would be applied to projects in the region.

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3. INFORMATION ON DIRECTORS

3.1. Details of directors

The names, residential address, occupation and nationalities of the Directors are set out below:

Director Occupation Residential Address Nationality

Lesang Magang Lead Independent Director Plot 43059/4PhakalaneGaborone

Motswana

Guido R Giachetti Chairman/Director Plot 3090North Ring RoadGaborone

Italian

(Chairman)

Jacopo Pari Director Plot 6249BroadhurstGaborone

Italian

Giorgio G Gia-chetti

Non-executive Director Corso Vinzaglio 12Bis10100 TorinoItaly

Italian

Kate C Maphage Non-executive Director Plot 127Morukuru RoadGaborone

Motswana

Keith R Jefferis Non-executive Director Plot 2453Extension 9Gaborone

Motswana

Charles Tibone Non-executive Director Plot 21800PhakalaneGaborone

Motswana

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3.2. Directors’ remuneration

The amounts paid to the Directors during the financial year ended 31 December 2014 are given below:

Director Pula

Executive Directors

Guido R Giachetti (Chairman) 24,500

Jacopo Pari 22,000

Non Executive Directors

Giorgio G Giachetti 13,000

Lesang Magang 19,000

Kate C Maphage 19,000

Keith R Jefferis 12,000

Charles Tibone 13,000

There will be no change in the remuneration receivable by any of the Directors as a result of the Bonus Issue or the Rights Offer.

The Company is managed by PAM. G. R. Giachetti, G. Giachetti, L. Magang and J. Pari are directors of PAM, which provides property management, accounting and secretarial services to RDC. The appointment of PAM is reviewed by the Board on a regular basis.

4. CORPORATE GOVERNANCE STATEMENT

The Company remains committed to the principles of transparency, accountability and integrity. The Board is accountable and responsible for the performance and affairs of the Company and continually endeavours to ensure that Company policies on corporate governance meet best practice.

Effective governance is achieved by the separation of the roles of the executive Chairman and the management team, as this division of responsibilities ensures a balance of power and authority. The executive Chairman has overall responsibility for ensuring that the Group achieves a satisfactory return on investment for unit holders. He oversees the orderly operation of the board and ensures appropriate interaction between it, executive management and unit holders. The executive Chairman consults with the Lead Independent Non- executive Director on all matters where he might be conflicted. The Executive Director, Mr Jacopo Pari is responsible for developing and delivering the Group’s strategy and is accountable for its overall performance and day to day management.

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PART B: THE BONUS ISSUE

5. INTRODUCTION

The Company proposes a Bonus Issue of 22,218,206 Linked Units at a value of P2.25 per Unit, to compensate Unitholders for Net Asset Value gains made prior to the Rights Offer and the discount being offered in the Rights Offer.

Having obtained approval thereof by shareholders in the EGM on 15 September 2015, RDC will undertake the Bonus Award and issue of 22,218,206 New Linked Units (the “Bonus Issue Linked Units”) of accumulated NAV which is contained in accumulated profits. This represents an issue of 1 (one) linked unit for every 10 (ten) held by Unitholders as at 9 October 2015.

6. SALIENT DATES AND TIMES

Description 2015

Bonus issue press announcement Friday, 25 September

Record date for participation Friday, 9 October

Circular dispatched. Securities listed. Friday, 16 October

Notes:



7. BASIS OF THE BONUS AWARD

Unitholders registered in the books of the Company on 9 October 2015 (“the Record Date”) will receive 1 (one) Bonus Issue Linked Unit for every 10 (ten) Linked Units held at a value of P 2.25 per Bonus Issue Linked Unit. The proceeds will come from the accumulated NAV of RDC contained in accumulated profits.

Since there are currently 222,182,055 (two hundred and twenty two million, one hundred and eighty two thousand and fifty five) Linked Units in issue, 22,218,206 (twenty two million, two hundred and eighteen thousand, two hundred and six) Bonus Issue Linked Units will be issued.

8. ISSUE OF BONUS ISSUE LINKED UNITS

The Bonus Issue Linked Units will be fully-paid out of accumulated NAV contained in accumulated profits. Once all Unitholders are assigned the requisite number of Bonus Issue Linked Units, the maximum amount to be re-allocated to stated capital and debenture capital would be P49,990,964.

The Bonus Issue Linked Units when issued will rank pari passu in all respects with the existing Linked Units in issue.

9. REASON FOR THE BONUS AWARD

Considering that the Company will subsequently be undertaking the Rights Offer, the purpose of the Bonus Award is to ensure no prejudice to the current Unitholders, by transferring a portion of NAV to them prior to the Rights Offer. As the Rights Offer is being priced at a discount of approximately 9% to the NAV of RDC as at 31 December 2014, Unitholders will at least benefit from the growth to date even if they do not choose to follow their rights under the Rights Offer.

10. FRACTIONAL ENTITLEMENTS

Where the entitlements to Bonus Issue Linked Units result in a fraction of a unit, the fraction will be paid in cash as per the following example:

Unitholder A owns 379,418 linked units. Therefore 37,941 Bonus Issue Linked units will be issued to Unitholder A (representing (P2.25 x 37,941) P85,367.25 worth of value), along with (P2.25 x 0.8) P1.80 in cash.

15

11. LISTING OF THE BONUS ISSUE LINKED UNITS

The Botswana Stock Exchange has granted a listing of the Bonus Share Linked Units arising from the Bonus Issue with effect from the commencement of business on 16 October 2015.

12. TAXATION

The Company is considering the tax treatment of the Bonus Issue for the Company. Advice is being sought in this respect.

16

PART C: THE RIGHTS OFFER

13. INTRODUCTION

The Company proposes a Rights Offer of 103,147,006 Linked Units at an issue of P2.25 per Unit, to raise P232,080,763 to fund the opportunities set out in Part A above.

The section headed “Action Required by Unitholders in respect of the Rights Offer” in paragraph 15 below sets out action to be taken by Unitholders in relation to the Rights Offer. In addition, Unitholders are referred to paragraph 17.6 on page 19 of this Circular, which details the procedures for the take up, disposal or the renunciation of Rights.

This Circular incorporates Revised Listing Particulars and is issued in compliance with the Listing Requirements.

14. SALIENT DATES AND TIMES

Salient dates and times – Rights Offer

Description 2015

Record Date for participation in the Rights Offer Friday, 9 October

Last day for receipt of postal registrations Wednesday, 14 October

Letters of Allocations listed Friday, 16 October

Circular dispatched to Unitholders Friday, 16 October

Rights Offer opens (09:00) Friday, 16 October

Form of Instruction sent to Qualifying Unitholders Friday, 16 October

Last day for dealing in Letters of Allocation Wednesday, 4 November

Rights Offer closes (14:30) Friday, 13 November

Results of the Rights Offer announced Friday, 20 November

New Linked Units listed on the BSE Monday, 23 November

Notes:



15. ACTION REQUIRED BY UNITHOLDERS IN RESPECT OF THE RIGHTS OFFER

If you are in any doubt as to what action you should take, you should consult your accountant, broker, banker, CSDP, legal advisor or other professional advisor immediately. If you have disposed of all of your Linked Units, this Circular should be forwarded to the purchaser to whom, or the agent, broker or banker through whom you disposed of such Linked Units. Please also refer to the announcement made to Unitholders on the dematerialisation of RDC’s shares on X-News and published on 19 August 2015.

The Rights that are represented by renounceable Letters of Allocation will be valuable and may be sold on the BSE. Letters of Allocation can, however, only be traded in Dematerialised form and, accordingly, all Letters of Allocation will be issued in Dematerialised form.

The electronic record for Unitholders is being maintained by the Transfer Secretaries. For all Unitholders’ instructions on how to take up or sell or renounce the Rights represented by the Letters of Allocation are set out in paragraph 17.6 on page 19 of this Circular.

Rights Offer Linked Units shall be issued in Dematerialised form: Those Unitholders applying for Linked Units will have their CSDB accounts credited with the Linked Units they have been allocated in terms of the Rights Offer.

The procedure for acceptance, renunciation and payment pursuant to the Rights Offer is set out in paragraph 17.6 on page 19 of this Circular. To take up your entitlement in whole or in part and/or renounce your Rights, all Unitholders must lodge their renounceable Letter of Allocation in accordance with the instructions set out in the Form of Instruction, together with a bank guaranteed cheque, cash, bank stamped deposit slip or other form of remittance for the full amount payable on acceptance, by post or by hand so as to reach the office of the Transfer Secretaries:

17

By hand to: By mail to:RDC Properties Limited – Rights Offer RDC Properties Limited – Rights Offerc/o PWC c/o PWC Att: Saumendu Sinha Att: Saumendu Sinha Plot 50371 P.O. Box 294Fairground Office Park Gaborone, BotswanaGaborone, Botswana

Payment can be enacted via EFT transfer. Payment in the form of cash or a guaranteed cheque may also be deposited into the bank account of RDC, using your unique reference number (printed on form of instruction) as a reference:

Bank: Barclays Bank of BotswanaAccount name: RDC PropertiesAccount Number: 1013927Branch name: CorporateBranch number: 002Account type: CurrentSwift code: 290267

Reference: unique reference number (will be printed on Form of Instruction and available from the Transfer Secretaries)

If a Qualifying Unitholder has a CSDB account he should also inform his/her broker or CSDP of his/her acceptance or renunciation of the Rights.

If a Qualifying Unitholder chooses to sell his Letter of Allocation by signing the Form of Instruction, the Qualifying Unitholder must lodge the Form of Instruction with their broker for the letters to be traded on the BSE.

Should you have any queries in this regards please contact the Transfer Secretaries on +267 395 2011, attention Mr Saumendu Sinha.

16. PURPOSE OF THE RIGHTS OFFER

RDC intends to raise approximately P232 million, before expenses, by way of a Rights Offer to enable it to:

16.1. Secure the funding required to continue the rebalancing of RDC’s portfolio through its residential/hospitality investments in Botswana. Three projects are envisaged:

o The addition of 45 flats to its property known as the ICC Flats, Extension 9, Gaborone

o The addition of 30 serviced suite apartments to the Masa Centre, and

o Subject to the relevant approvals, the building of affordable apartments for sale and rent within the greater Gaborone (“Tlokweng Affordable Housing”).

16.2. Secure the funding of its portfolio expansion in Southern Africa and taking advantage of opportunities focusing on regional countries. The Company has identified a project in South Africa and is investigating opportunities in Namibia and Mozambique.

16.3. Provide an opportunity to investors to acquire the rights from the controlling shareholders of RDC, who will relinquish part of their rights, therefore reducing their collective control to less than 50% of the issued linked units of RDC.

16.4. Increase the free float of the Company enhancing the tradability of the RDC linked units on the BSE.

Since the controlling shareholders will not be following all of their rights there is a need for an underwriting arrangement.

17. PARTICULARS OF THE RIGHTS OFFER

17.1. Units Consideration

The issue price represents a discount of c. 9% to the NAV per Linked Unit of P2.47 of RDC as at 31 December 2014 and a discount of c. 5% to the 30 day volume weighted average traded price of the Linked Units on the BSE as at the Last Practicable Date. The issue price has been determined with reference to a weighted average price over an enduring period in order to exclude the impact of short term fluctuations in the price of issued Linked Units in RDC.

17.2. Terms of the Rights Offer

RDC is seeking to raise approximately P232 million, through the issue of 103,147,006 Rights Offer Linked Units at the Rights Offer Price of P2.25 per Linked Unit.

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Unitholders have the right to subscribe for 1 (one) Rights Offer Linked Units at the Rights Offer Price of P2.25 per Rights Offer Linked Unit for every 2.37 (two point three seven) Linked Units held by them on the Record Date (the “Ratio of Entitlement”). The Rights Offer will be undertaken after the Bonus Issue and therefore the number of Linked Units as at Record Date will include the Bonus Issue Linked units. In this context, RDC will offer to Qualifying Unitholders a total of 103,147,006 Rights Offer Linked Units for subscription by way of a Rights Offer, upon the terms and conditions set out in this Circular and which will also be set out in the Form of Instruction.

Qualifying Unitholders (recorded in the Register of Unitholders at the close of business on the Record Date), will be entitled to participate in the Rights Offer and will receive Letters of Allocation.

The Form of Instruction specifying the number of Rights to which a Qualifying Unitholder is entitled, determined by the Ratio of Entitlement and containing details of the procedure for acceptance and/or sale and/or renunciation of all or part of the Rights to which Qualifying Unitholders are entitled.

Qualifying Unitholders will be advised on their Form of Instruction of the number of Rights to which they are entitled as well as the procedure for acceptance and/or sale and/or renunciation of all or part of those Rights.

The Rights Offer Price is payable in full, in Pula (see paragraph 17.6 on page 19 of this Circular for payment terms) by Qualifying Unitholders on acceptance of the Rights Offer. The Rights Offer Linked Units will, upon allotment and issue, rank pari passu with all other existing Linked Units in terms of both voting rights and distributions. There are no convertibility or redemption provisions relating to the Rights Offer Linked Units.

The Rights Offer is underwritten as detailed in paragraph 17.8 on page 20 of this Circular, as well as in Annexure 5. Rights Offer Linked Units not subscribed for by way of Rights Offer shall be taken up by the Underwriter in terms of the Underwriting Undertaking.

The Letters of Allocation are negotiable and will be listed on the BSE on Friday, 16 October 2015. Under the terms of the Rights Offer, excess applications will not be permitted.

All Linked Units offered are of the same class and will rank pari passu in all respects with all the other issued Linked Units of the Company. There are no convertibility or redemption provisions relating to the issued Linked Units.

17.3. Salient Dates of the Rights Offer

Description 2011

First Rights Offer announcement Friday, 25 SeptemberSecond Rights Offer announcement Monday, 5 OctoberThird Rights Offer announcement Wednesday, 7 OctoberRecord Date Friday, 9 OctoberLetters of Allocation listed on the BSE Friday, 16 OctoberRights Offer opens Friday, 16 OctoberForm of Instruction sent to Qualifying Unitholders Friday, 16 OctoberLast day for dealing in Letters of Allocation Wednesday, 4 NovemberRights Offer closes (14:30) Friday, 13 NovemberResults of Rights Offer announced Friday, 20 NovemberNew Linked Units listed on the BSE Monday, 23 November

17.5. Dematerialisation

The Rights that are represented by Letters of Allocation are valuable and may be traded on the BSE. Letters of Allocation can, however, only be traded in Dematerialised form and, accordingly, all Letters of Allocation have been issued in Dematerialised form. In order to trade their Letters of Allocation, Qualifying Unitholders should complete the Form of Instruction and send it to their broker. The broker will then endeavour to procure the sale of the Rights on the BSE on behalf of the Unitholders and will remit the proceeds in accordance with the payment instructions reflected in this Form of Instruction, net of brokerage changes and associated expenses.

Qualifying Unitholders holding Dematerialised Linked Units will have their accounts automatically credited with their Rights, in accordance with Annexure 4.

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17.6. Fractions

The number of Rights to which Unitholders will become entitled will be determined by the Ratio of Entitlement. Only whole numbers of Rights Offer Linked Units will be issued and Unitholders will be entitled to subscribe for rounded numbers of Linked Units once the Ratio of Entitlement has been applied. Fractional entitlements of 0.5 or greater will be rounded up and fractional entitlements of less than 0.5 will be rounded down.

Qualifying Unitholders who do not have a CSDB account should contact their broker to open a CSDB account to be able to deposit and trade their Letters of Allocation.

17.7. Procedures for acceptance, payment, renunciation and sale of Rights

The Form of Instruction that is sent to all Qualifying Unitholders will set out the Linked Units to which a Unitholder is based and the number of Rights Offer Linked Units which have been allotted to you and for which you are entitled to subscribe. The Form of Instruction will also contain full details regarding acceptance, payment and registration.

If you do not wish to subscribe for any of the Rights Offer Linked Units offered in terms of the Rights Offer you may sell your rights by signing the Form of Instruction and lodging the completed Form of Instruction with your broker. The Rights may then be negotiated and sold on the BSE.

To take up your full entitlement, all Unitholders must lodge their Form of Instruction in accordance with instructions in the Form of Instruction, together with a bank guaranteed cheque, bank stamped deposit slip or cash (which can be in the form of an EFT) for the full amount payable on acceptance. Cheques and cash can be delivered by post or by hand so as to reach the office of the Transfer Secretaries by Friday, 13 November 2015:

By hand to: By mail to:RDC Properties Limited – Rights Offer RDC Properties Limited – Rights Offerc/o PWC c/o PWC Att: Saumendu Sinha Att: Saumendu Sinha Plot 50371 P.O. Box 294Fairground Office Park Gaborone, BotswanaGaborone, Botswana

EFT payments or deposits may be made or deposited into the bank account of RDC, using your unique reference number (printed on Form of Instruction and available from the Transfer Secretaries) as a reference:

Bank: Barclays Bank of BotswanaAccount name: RDC PropertiesAccount Number: 1013927Branch name: CorporateBranch number: 002Account type: CurrentSwift code: 290267Reference: unique reference number (will be printed on Form of Instruction and available from the Transfer Secretaries)

Acceptances of the Rights Offer are irrevocable and may not be withdrawn.

Cheques must be in Pula drawn on a bank in Botswana, made payable to “RDC Limited – Rights Offer” and not crossed “not negotiable”. Any person returning a Form of Instruction with a remittance in the form of a bank guaranteed cheque warrants that the cheque will be cleared on first presentation. For entitlements exceeding P500,000 payment must be enacted via EFT transfer to the above account, using their unique reference number as noted on the Form of Instruction. Direct deposits may also be made by Qualifying Unitholders into the same account with the Qualifying Unitholders using the unique reference number noted on the Form of Instruction.

If a Qualifying Unitholder has a CSDB account he should also inform his/her broker of his/her acceptance of the Rights.

If payment in full is not received by Friday, 13 November 2015, the provisional allotment may be deemed to have been declined and may be cancelled. Notwithstanding the above, RDC may, at its discretion, elect to accept such applications to take-up Rights Offer Linked Units. The Underwriter pursuant to the Underwriting Undertaking will take up all Rights Offer Linked Units not validly taken up pursuant to the Rights Offer.

17.8. Unitholders who have committed to not take up their Rights

Aspera Holdings, a holder of 5.3% of the issued Linked Units will not follow its Rights. Real Estate Financiere SA a holder of 44.9 % of the issued Linked Units and Chobe Financial Corporation SA a holder of 24.7% of the Issued Linked Units will renounce such Rights or sell such Rights as will reduce its interest in RDC from 69.6% to 48.9% post the Bonus Issue”. The Underwriting secures 100% subscription of the Rights Offer Linked Units.

20

17.9. Underwriting

The Underwriters have underwritten the Rights Offer and will subscribe for any Linked Units not taken up by the Unitholders.

17.10. Major Unitholders

Based on the commitments in paragraph 17.7 above and the underwriting obligations in paragraph 17.8 above the Directors believe that, Unitholders with beneficial interests greater than 5% before or after the Bonus Issue and Rights Offer shall be:

Before Bonus Issue andRights Offer

After Bonus Issue and before Rights Offer

After Bonus Issue and Rights Offer (assuming no Unit Hold-

erstake up their Rights and Under-writers pick up all Rights Offer

Linked Units)1

Number Percentage Number Percentage Number Percentage

of Units Holding of Units Holding of Units Holding

Realestate Financiere SA 99,746,970 44,9% 109,721,667 44,9% 109,721,667 31.6%

Chobe Financial Corporation 54,792,354 24.7% 60,271,589 24.7% 60,271,589 17.3%

Underwriting Consortium - - - - 103,147,006 29.7%

Aspera Holdings Limited 11,829,906 5.3% 13,012,896 5,3% 13,012,896 3.7%

Others 55,812,825 25.1% 61,394,109 25.1% 61,394,109 17.7%

Total 222,182,055 100% 244,400,261 100% 347,547,266 100%

Notes:1. Assumes that no Institutional Investors take up their Rights. The remaining Rights Offer Linked Units will be taken up by the Underwriting Consortium.

The Underwriting Consortium collectively owns less than a 5% holding in RDC prior to the Bonus Issue and Rights Offer.

Further details of the Underwriters can be found in Annexure 5.

17.11. Minimum subscription

The Rights Offer is fully underwritten, as detailed in paragraph 17.8 above, therefore the Rights Offer is not conditional on a minimum subscription.

18. BSE LISTINGS

The Listing Committee of the BSE has granted separate listings for:

• the Letters of Allocation in respect of up to 103,147,006 Rights Offer Linked Units from the commencement of trade on the BSE on Friday, 16 October 2015 to close of trade on the BSE on Wednesday, 4 November 2015 (both days inclusive); and

• 103,147,006 Linked Units to be issued pursuant to the Rights Offer from the commencement of trade on the BSE on Monday, 23 November 2015.

19. FOREIGN UNITHOLDERS

19.1. Any Unitholder resident outside the common monetary area who receives the Rights Offer Circular (“Circular”) and form of instruction, should obtain advice as to whether any governmental and/or any other legal consent is required and/or any other formality must be observed to enable such a subscription to be made in terms of such form of instruction.

19.2. The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the Circular and form of instruction should not be forwarded or transmitted by the recipient thereof to any person in any territory other than where it is lawful to make such an offer.

19.3. The Rights Offer Linked Units have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the Rights Offer Shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions. The Circular and the accompanying documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. The Circular does not constitute an

21

offer of any securities for sale in the United States or to United States persons. The Rights Offer contained in the Circular does not constitute an offer in the District of Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Non-qualifying unitholders should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Rights Offer, or trade their entitlement. Unitholders holding Linked Units on behalf of persons who are non-qualifying Unitholders are responsible for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations in the relevant international jurisdictions.

19.4. To the extent that non-qualifying Unitholders are not entitled to participate in the Rights Offer as a result of the aforementioned restrictions, the allocated rights in respect of such non-qualifying Unitholders shall lapse.

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PART D: OTHER INFORMATION

20. FINANCIAL INFORMATION

20.1. HistoricfinancialinformationrelatingtoRDC

The historical financial information for the years ended 31 December 2013 and 31 December 2014 is set out in Annexure 1 to this Circular. The report of historical financial information is the responsibility of the Directors.

20.2. ProfitforecastofRDC

The actual column is an extract from the audited financial statements of RDC for the year ended 31 December 2014. The unaudited published interim results column for the 6 months ended 30 June 2015 have been extracted from the unaudited published interim results of RDC for the 6 months ended 30 June 2015. The unaudited profit forecast for RDC for the financial year ended 31 December 2015 as well as the actual financial information for the financial year ended 31 December 2014 is shown below.The unaudited profit forecast is the responsibility of RDC’s directors and has been prepared for illustrative purposes only to provide information on the effect of the Bonus Issue and Rights Offer.

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Statements of Comprehensive Income

Group

12 Months Ended

31 December 2014

6 Months Ended

30 June 2015

6 Months Ending

31 December 2015

12 Months Ending

31 Decem-ber 2015

P’000 P’000 P’000 P’000

Actual

Unaudited Published In-terim Results

Unaudited Profit

Forecast

Unaudited Profit

Forecast

Revenue

78,130

39,603 45,692

85,295

Contractual lease rental revenue

81,057

39,603 45,692

85,295

Straight line rental adjustment

(2,927)

-

-

-

Other operating income

121

-

-

-

Operating expenses

(23,545) (10,047)

(12,561)

(22,608)

Income/(loss) arising from joint venture

2,416

(1,234)

839

(396)

Net foreign exchange gains/(losses)

1,142

(859)

859

- Profitfromoperationsbeforefairvalueadjust-ments

58,264

27,463

34,828

62,291

Surplus arising on revaluation of properties

77,924

- 96,430

96,430

Net valuation

74,997

- 96,430

96,430

Adjusted for straight line rental adjustment

2,927

-

-

-

Profitfromoperations

136,188

27,463

131,258

158,721

Net finance costs

(20,809)

(9,013) (8,555)

(17,568)

Profitbeforetax 115,379

18,450

122,703

141,154

Income tax expense/(credit)

(14,334)

258

(21,472)

(21,214)

Profitfortheyear

101,045

18,708

101,231

119,939

24

Other comprehensive incomeExchange differences on translation of foreign opera-tions

927

1,336

(1,336)

-

Total comprehensive income for the year

101,972

20,044 99,895

119,939

Profit attributable to:

Owners of the company

82,142

14,224

80,116 94,341

Non-controlling interests

18,903

4,484

21,115 25,599

101,045

18,708

101,231

119,939

Average number of linked units in issue

244,223,367

245,134,429

259,422,463

259,422,463

Earnings per linked unit (thebe)

35.35

5.80

32.70

38.18

Assumptions

The profit forecast has been prepared in terms of International Financial Reporting Standards (IFRS) and the ac-counting policies of the Company, and should be read in conjunction with Independent Reporting Accountant’s Report in Annexure 3.

The profit forecast is based on the following assumptions:

1. The profit forecast has been prepared on the assumption that there will be no significant circumstances which will affect the Company’s operations which are outside of the control of the directors, apart from those market indicators such as foreign exchange, interest and inflation rates and financial market movements.

2. Rental income earned from the properties has been calculated based upon the lease agreements in place, in conjunction with the escalations stated in the lease agreements and an assumption on vacancies and lease renewals.

3. No straight-line rental income adjustments in terms of International Accounting Standard 17 Leases have been made.

4. Current economic conditions prevail throughout the period and there is no downturn in the property markets.

5. All expenses relating to the Bonus Issue and Rights Offer have been expensed in accordance with the International Financial Reporting Standards. An amount of P83,518 being Botswana Stock Exchange listing fees eligible for capitalisation was considered immaterial.

6. Expenses have been calculated based on service contracts already in place and expected expenses based on past experience and general market conditions.

7. The net foreign exchange gains/(losses) are assumed to be Pnil for the year.

8. The interest and repayment of term loans have been calculated with reference to the loan agreements entered into for the respective loans. Finance costs on borrowings have been calculated based on the terms and conditions applicable thereto.

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9. A conservative approach has been taken assuming that the market conditions remain stable for the changes in the fair value of the property portfolio.

Investment properties are valued by the Board of Directors based on a Discounted Cash Flow model. The significant input used in the fair value measurement of the investment properties are the capitalisation rates (classified as an unobservable input in terms of IFRS 13 Fair Value Measurement). Each property is revalued by independent valuers at least every three years. At 31 December 2014, the whole portfolio, except Lots 50668/69 & 50369, Gaborone, Lot 5624, Gaborone, and Lease Area No. 4-RO, Kasane, was valued by an independent valuer.

There has been a 150 basis point reduction in the prime bank lending interest rates since the beginning of 2015. Where necessary capitalisation rates have been decreased due to the fact investment opportunities in the market have become limited.

At 31 December 2014 the range of capitalisation rates for the portfolio were in the range of 8%-12% as reported in the annual report. The range at the Last Practicable Date was 8%-11%.

It is important to note that significant increases or decreases in the capitalisation rates would result in significantly lower or higher fair value measurements. The changes to capitalisation rates are dependent on various market factors including location of properties, interest rates, length of leases and quality of tenants.

10. Tax has been calculated at 22% on the increase in the fair value of the properties where applicable The assumption is that a VRLS pays minimal income tax due to the provisions in the Income Tax Act related to VRLS specifically. It is assumed that RDC will pay capital gains taxes on the proceeds on sale of the properties. The Company is considering the tax treatment of the Bonus Issue. It has been assumed that there is no tax payable on the Bonus Issue. Advice is being sought in this respect.

The profit forecast has been reported on by the reporting accountant, whose report is included as Annexure 3 to this circular.

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20.3. Pro forma Statement of Financial Position of RDC

Pro forma Statement of Financial Position of RDC

The pro forma statement of financial position is the responsibility of RDC’s directors. The pro forma statement of financial position set out below is presented for illustrative purposes only, to provide information about how the Bonus Issue and Rights Offer may affect the financial position of RDC at 30 June 2015 had the transactions been effective from 30 June 2015. Because of the nature of the pro forma statement of financial position it may not give a realistic picture of RDC’s financial position after the transactions.

The proforma financial information has been prepared in terms of International Financial Reporting Standards (IFRS) and the accounting policies of the Company, and should be read in conjunction with Independent Reporting Accountant’s Report in Annexure 2.

30 June 2015 30 June 2015

P’000 P’000 P’000

ASSETS

Unaudited Pub-lished Interim

Results Adjustments Notes Adjusted

Property, plant and equipment

1,274 -

1,274

Intangible asset

1,000 -

1,000

Investment properties

934,797 -

934,797

Investment in a joint venture

26,102 -

26,102

Long-term trade and other receivables

4,460 -

4,460

Current assets

32,453 215,032 1, 2, 3

247,485

Total Assets 1,000,086 215,032

1,215,118

EQUITY AND LIABILITIES

Equity attributable to owners of the company

551,298 228,957 1, 2

780,255

Non-controlling interests

141,412 -

141,412

Long term borrowings

209,039

209,039

Deferred tax liabilities

44,961

44,961

Current liabilities

53,376 (13,925)

3

39,451

Total Equity and Liabilities 1,000,086 215,032

1,215,118

Number of linked units in issue 222,182,055

347,547,266

NAV per linked unit 2.48 2.25

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Notes and assumptions made

Equity attributable to owners of the company P’000

Before adjustments

551,298

- Issue of shares and debentures as a result of the Bonus Offer

49,991

- Effect of the Bonus Issue out of accumulated profits

(49,991)

- Issue of shares and debentures as a result of the Rights Offer

232,081

- Estimated costs of the Bonus Issue and Rights Offer expensed

(3,124)

Adjusted equity attributable to owners of the company

780,255

1. The issue of shares and debenture is as a result of the Bonus Issue of 22,218,206 linked units and the Rights Offer for the right to subscribe for approximately 103,147,006 linked units. The nominal value of a debenture is P0.32.

2. Further adjustments have been made to the equity attributable to the owners of the company which relate to the effect of the Bonus Issue out of accumulated profits and the estimated once-off costs of P3,123,518 relating to the Bonus Issue and Rights Offer.

Current assets P’000

Before adjustments

32,453

- Proceeds from the Rights Offer

232,081

- Reclassification of the bank overdraft as a result of the cash raised from the Rights Offer

(13,925)

- Estimated costs of the Bonus Issue and Rights Offer expensed

(3,124)

Adjusted current assets

247,485

3. The adjustments to current assets are as a result of cash raised from the Rights Offer, reclassification of the bank over-draft as a result of the cash raised from the Rights Offer and the estimated once-off costs of P3,123,518 relating to the Bonus Issue and Rights Offer. The Company is considering the tax treatment of the Bonus Issue. It has been assumed that there is no tax payable on the Bonus Issue. Advice is being sought in this respect.

4. There are no subsequent events which require adjustment to the proforma financial information.

The pro forma statement of financial position has been reported on by the reporting accountant, whose report is included as Annexure 2 to this circular.

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21. WORKING CAPITAL STATEMENT

The directors of RDC are of the opinion that after the Bonus Issue and Rights Offer taking into account available cash resources, that the working capital of RDC will be adequate for the Company’s foreseeable future requirements.

22. STATED CAPITAL AND DEBENTURE CAPITAL

The stated capital of RDC before and after the Bonus Issue and Rights Offer is as follows:

Before the Bonus Issue and Rights Offer P’000

222,182,055 Ordinary Shares 77,028

222,182,055 Debentures 71,098148,126

After the Bonus Issue


244,400,261 Debentures 78,208198,117

After the Rights Offer


347,547,266 Debentures 111,215430,198

22.1. Salient features of the Linked Units

Each debenture is linked to an ordinary share, which together comprise one linked unit. Debentures and ordinary shares may be traded and transferred only as a single linked unit. The interest entitlement on every debenture is determined from time to time by the Directors of the Company. Historically the interest payable on a debenture has been fixed at 50 times that of the dividend component of any distribution.

The ordinary share and debenture as a unit are indivisible and cannot be separated into their constituent parts, other than by special resolution of shareholders and debenture holders in separate general meetings.

The debentures are redeemable subject to approval by Unitholders of a special resolution and with the written consent of the creditors of RDC.

All Linked Units currently comprise one class of Linked Unit consisting of an ordinary share and a debenture and rank pari passu in all respects.

All New Linked Units issued will rank pari passu with the existing Linked Units from date of allotment.

The rights of Unitholders may only be varied with the sanction of a special resolution which requires a 75% majority to be passed.

The amount of income to be distributed annually by way of dividend on ordinary shares or by way of interest on debentures shall be determined by and at the sole discretion of the directors.

All Linked Units to be issued for the Bonus Issue and the Rights Offer will rank pari passu with the existing Linked Units from the date of allotment.

22.2. Voting rights

In accordance with the Constitution of RDC, upon a show of hands, every Unitholder present in person or represented by proxy and entitled to vote at the EGM of the Company shall, on a show of hands, have only one vote, irrespective of the number of Linked Units such Unitholder holds. In the event of a poll, every member Unitholder present in person or represented by proxy and entitled to vote shall be entitled one vote for every Linked Units held by such Unitholder.

29

22.3. Alteration of Share capital

The Company may by way of special resolution of members, increase the stated capital by creation of new Shares, such increase to be such aggregate amount and to be divided into Shares of such respective amounts as the resolution shall prescribe.

22.4. Trading history of Linked Units

The recent trading history of Linked Units on the BSE is set out in Annexure 6.

23. RELATED PARTY TRANSACTIONS

Aside from interest charged and received to related parties (please refer to Borrowings and Loans Receivable in Annexures 8 and 9 and property management services from PAM (an entity of which G.R Giachetti, G. Giachetti, L. Magang and J. Pari are mutual directors), related party transactions include repairs and maintenance expenditure paid to Italtswana Construction Company (Pty) Ltd in the year ended 31 December 2013 of P162,000 and commissions charged to Shakawe (Pty) Ltd of P75,000. Save for the aforesaid, there have been no other transactions entered into by RDC with any of related parties which have not been approved by Unitholders.

24. MATERIAL CHANGES

Other than in the normal course of business or as set out elsewhere in this Circular and the Revised Listing Particulars, there have been no material changes in the financial or trading position of the Company since the publication of the audited financial statements for the year ended 31 December 2014 or the interim results published for the six months ended 30 June 2015.

25. BORROWINGS

25.1. In terms of RDC’s Constitution, the Directors may raise or borrow, for the purposes of the Company’s business, such sum of money as, in aggregate at any time, do not exceed such percentage (currently 40%) of the NAV of the Company (as determined from time to time) as the Company may, by ordinary resolution, in general meeting determine.

25.2. The Directors may secure the repayment of or raise any such sum or sums as aforesaid by mortgage or charge upon the whole or any part of the property and assets of the Company, present and future, including its uncalled capital, or by the issue, at such price as they may think fit, of debentures which shall be not linked to issued shares in the capital of the Company, either charged upon the whole or any part of the property and assets of the Company or not so charged, or secured in such other way as the Directors may think expedient.”

26. MATERIAL CONTRACTS

The Company has not entered into any material agreements during the 12 months preceding the Last Practicable Date.

27. LITIGATION STATEMENT

There are no material legal or arbitration proceedings (including proceedings which are pending or threatened of which Directors are aware) that may have or have had, during the 12-month period preceding the Last Practicable Date, a material effect on the financial position of the Company.

28. ADVISORS’ INTEREST

The Transaction Advisor does not currently hold any Linked Units in RDC.

None of the other advisors have an interest in any Linked Units as at the Last Practicable Date.

29. CORPORATE GOVERNANCE STATEMENT

The Company remains committed to the principles of transparency, accountability and integrity. The Board is accountable and responsible for the performance and affairs of the Company and continually endeavours to ensure that Company policies on corporate governance meet best practice.

Effective governance is achieved by the separation of the roles of the executive Chairman and the management team, as this division of responsibilities ensures a balance of power and authority. The executive Chairman has overall responsibility for ensuring that the Group achieves a satisfactory return on investment for unit holders. He oversees the

30

orderly operation of the board and ensures appropriate interaction between it, executive management and the Company’s unit holders. The executive Chairman consults with the Lead Independent Non- executive Director on all matters where he might be conflicted. The Executive Director, Mr Jacopo Pari is responsible for developing and delivering the Group’s strategy and is accountable for its overall performance and day-to-day management.

30. PROSPECTS

As stated in Part A of the Circular, the RDC portfolio presently only comprises of properties in Botswana and Madagascar. The Botswana property portfolio value represents approximately of 97.5% of the total investment and property portfolio of RDC. With its local Botswana residential developments, RDC will have achieved a reasonable exposure to all sectors of the Botswana economy. However, it is believed that a regional strategy will result in a mitigation of risk by way of geographical spread and will enable RDC to take advantage of opportunities in economies that are at different stages in their development.

As part of its strategy to generate capital appreciation and income growth and to offer its Unitholders superior geographic diversification through becoming a significant regional presence, RDC seeks to pursue potential property investment opportunities in Southern Africa, not only in Botswana, but also in South Africa, Mozambique and Namibia (the “Proposed Property Investments”).

The Proposed Property Investments represents an attractive and unique investment proposition for RDC where sufficient distribution and yield accretion can be accessed for Unitholders, as described in Part A of the Circular.

The Company therefore believes it has good future prospects if its desired strategy is achieved.

31. CONSENTS

The Transaction Advisor, Sponsoring Broker, Legal Advisor and Reporting Accountants have consented in writing to act in their capacities and to their names being stated in this Circular and have not withdrawn their consent prior to the publication of this Circular.

32. COSTS

The following costs, expenses and provisions are expected or have been provided for in connection with the Bonus Issue and the Rights Offer and will be settled out of the proceeds of the Rights Offer.

CostsP’000

(excluding VAT)

Legal fees 250,000Transaction Advisor and Sponsoring Broker fees 2,500,000 BSE documentation fee 10,000BSE listing fees 73,518Reporting Accountants’ fees 150,000Transfer Secretaries 25,000Printing, publication, distribution and advertising expenses 50,000Other 65,000

Total 3,123,518

33. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection during normal business hours at the registered office of RDC from date of opening of the Rights Offer to date of closing thereof:

• a signed copy of this Circular, including the Revised Listing Particulars;

• the audited annual financial statements of RDC for the years ended 31 December 2014, 31 December 2013 and 31 December 2012;

• the constitution of the Company;

• the Reporting Accountants Limited Assurance report on the unaudited pro forma statement of financial position;

31

• the Reporting Accountants report on the profit forecast of RDC;

• irrevocable undertaking letters;

• Supplemental Trust Deed;

• The Underwriting Agreement(s);

• Details of all Category 3 and Category 4 transactions entered into by the Company and not previously notified to shareholders by way of a circular (note: there are no such transactions); and

• Letters of consent from the Transaction Advisor, Legal Advisor, Sponsoring Broker, Reporting Accountant and Transfer Secretaries.

34. DIRECTORS RESPONSIBILITY STATEMENT

34.1. The Directors, whose names are given in Part A of this Circular collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts, and that the Circular contains all information required by law.

34.2. The Directors confirm that the Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the Linked Units to which the Circular relates.

Signed by, or on behalf, of each of the Directors, in terms of a power of attorney granted by such Directors at Gaborone, Botswana.

By Guido R Giachetti(Chairman)

By Lesang Magang(Lead independent director)

32

QUESTIONS AND ANSWERS REGARDING THE BONUS ISSUE AND THE RIGHTS OFFER

The questions and answers set out below are intended for general information purposes only and, as such, you should read the dedicated sections of this Circular for full particulars of the Bonus Issue and the Rights Offer, and what action you should take. If you are in any doubt as to what action you should take, please consult your broker, banker, CSDP, legal advisor or other professional advisor immediately.

How do I participate in the Bonus Issue?

Following the EGM, Qualifying Unitholders will be able to take-up their Bonus Issue entitlement as determined on the Record Date.

No further action is required by the Qualifying Unitholders. Their CSDB accounts will be increased by 1 (one) Bonus Issue Linked Unit for every 10 (ten) existing linked units held.

Is the Rights Offer underwritten?

The Rights Offer is fully underwritten by the Underwriters who have agreed to underwrite the full issue of the Rights Offer Linked Units. If Unitholders, or their renounces, do not elect to take-up all of their Rights Offer Linked Units the Underwriters have provided irrevocable undertakings to the Company to subscribe for any such Rights which remain at the conclusion of the Rights Offer.

How many Rights Offer Linked Unit are available for acceptance by Unitholders in the Rights Offer?

Assuming the required Resolutions are approved at the EGM, the number of Rights Offer Linked Units which are available for acceptance in the Rights Offer will be 103,147,006 Linked Units, thereby raising proceeds of P232,080,763 which will be used to fund the Proposed Property Investments.

Whilst the Rights Offer is fully underwritten, the Underwriters will only receive Rights Offer Shares in the event that Unitholders, or their renounces, elect not to take-up their Rights in accordance with their Rights Offer Entitlements.

If I do not participate in the Rights Offer, what happens to my Rights?

Rights which are not taken-up, renounced or traded in the Rights Offer will be allocated to the Underwriters at the conclusion of the Rights Offer.

How do I participate in the Rights Offer?

Following the EGM, Qualifying Unitholders will be able to take-up their Rights Offer entitlement as determined on the Record Date.

The Form of Instruction will be sent to all Qualifying Unitholders showing their Rights Offer entitlement. Unitholders must complete the Form of Instruction and return it to the Transfer Secretaries in accordance with the instructions thereon. Qualifying Unitholders who have CSDB accounts should also inform their broker or their acceptance of the Rights.

I understand that there is a period where there is trading in the Letters of Allocation, what does this mean?

Letters of Allocation representing Rights to participate in the Rights Offer will be listed and will be tradable on the BSE with effect from 09:00 on Friday, 16 October 2015. The price you may receive for your Rights will vary with market conditions and will be determined on a willing buyer, willing seller basis. It is important to note that the market price for Letters of Allocation may be different to the Rights Offer Price. The value of the Letters of Allocation should reflect the difference between the market price of Linked Units ex-Rights and the Rights Offer Price (allowing for any applicable brokerages and commissions and amounts in respect of VAT). It is possible that you may receive little or no proceeds from the sale of some or all of your Letters of Allocation should the market price of the Rights Offer Linked Units fall below the Rights Offer Price, thus reducing the discount at which the Rights Offer Linked Units are issued.

33

AUDITED HISTORICAL FINANCIAL INFORMATION OF RDC

The following historical financial information of RDC has been extracted from the audited annual financial statements for the two financial years ended 31 December 2013 and 2014.

Statement of Financial Position as at 31 December 2014

Group

Notes 2014 2013 P’000 P’000

ASSETS Non-current Assets Property, plant and equipment 6 1,295 1,444 Investments 7 - - Investment in a joint venture 29 22,548 16,145 Investment properties 8 925,485 840,253 At fair value 8 931,908 849,603 Rental receivable - straight line rental adjustment 8 (6,423) (9,350)Intangible asset 9 1,000 1,000 Trade and other receivables 10 7,373 - Rental receivable - straight line rental adjustment 8 6,251 8,788 963,952 867,630 Current Assets Trade and other receivables 10 24,597 25,766 Rental receivable - straight line adjustment 8 172 562 Current tax assets 360 685 Cash and cash equivalents 11 4,470 3,188 29,599 30,201 Total Assets 993,551 897,831 EQUITY AND LIABILITIES Capital and Reserves Stated capital 12 77,028 74,346 Debentures 13 71,098 70,510 Accumulated profits 14 390,153 323,295 Debenture interest and dividend reserve 15 13,308 8,959 Foreign currency translation reserve (2,541) (3,468)Equity attributable to owners of the parent 549,046 473,642 Non-controlling interests 16 136,928 118,025 Total equity 685,974 591,667 Non-current Liabilities Long term borrowings 17 212,602 222,851 Deferred tax liabilities 18 44,961 35,544 257,563 258,395 Current Liabilities Trade and other payables 19 18,524 18,746 Bank overdraft 20 14,214 12,208 Current portion of long term borrowings 17 16,767 16,355 Current tax liabilities 509 460 50,014 47,769 Total Equity and Liabilities 993,551 897,831

34

Statement of Comprehensive Income for the year ended 31 December 2014

Group

Notes 2014 2013

P’000 P’000

Revenue 78,130 71,620

Contractual lease rental revenue 1 81,057 66,167

Straight line rental adjustment (2,927) 5,453

Operating expenses (23,545) (19,204)

Income arising from joint venture 2,416 1,152

Share of profit/(loss) in a joint venture 29 4,071 (2,726)

Net foreign exchange (losses)/gains relating to amounts

owing from the joint venture 2 (1,655) 3,878

Other foreign exchange gains 2 1,142 78

Other operating income 121 393

Profit from operations before fair value adjustments 58,264 54,039

Surplus arising on revaluation of properties 77,924 63,253

Net valuation 74,997 68,706

Adjusted for straight line rental adjustment 2,927 (5,453)

Profitfromoperations 2 136,188 117,292

Investment income 3 1,460 2,010

Finance costs 4 (22,269) (22,315)

Profitbeforetax 115,379 96,987

Income tax expense 5 (14,334) (13,980)

Profit for the year 101,045 83,007

Other comprehensive income

Items that may be subsequently classified to profit or loss

Exchange differences on translation of foreign operations 927 (1,518)

Total comprehensive income for the year 101,972 81,489

Profit attributable to:

Owners of the company 82,142 70,930

Non-controlling interests 18,903 12,077

101,045 83,007

Total comprehensive income attributable to:

Owners of the company 83,069 69,412

Non-controlling interests 18,903 12,077

101,972 81,489

Interest to dividend ratio 50:1 50:1

Number of linked units in issue at year end 222,182,055 220,344,889

Average number of linked units in issue 221,273,994 179,675,052

35

Earnings per linked unit (thebe) 39.02 41.26

Earnings per linked unit is calculated based on the average number of linked units in issue and profit for the year attributable to the owners of the Company adjusted by the taxation on debenture inter-est credited to statement of changes in equity of: 86,344 74,137

Distribution per linked unit

Distribution per linked unit (thebe) 8.76 7.88

Interest per linked unit (thebe) 8.59 7.73

Dividend per linked unit (thebe) 0.17 0.15

Distribution per linked unit is calculated on the num-ber of linked units in issue at date of distribution.

36

Stat

emen

t of C

hang

es in

Equ

ity fo

r th

e ye

ar e

nded

31

Dec

embe

r 20

13

Deb

entu

reFo

reig

nin

tere

st a

nd

Non

- cu

rren

cyAt

trib

utab

leSt

ated

Accu

mul

ated

divi

dend

di

strib

utab

letr

ansla

tion

to o

wne

rs

Non

-con

trol

ling

Not

esca

pita

lD

eben

ture

spr

ofits

rese

rve

rese

rve

rese

rve

of th

e pa

rent

inte

rest

sTo

tal

P'00

0P'

000

P'00

0P'

000

P'00

0P'

000

P'00

0P'

000

P'00

0G

RO

UPBa

lance

at 1

Janu

ary

2013

8,94

4

66,7

50

272,

923

7,

623

41

(1

,950

)

35

4,33

1

129,

863

48

4,19

4

Capi

talisa

tion

issue

of l

inked

unit

s 12

& 1

31,

364

47

3

-

-

-

-

1,

837

-

1,83

7

Tr

ansf

er fr

om n

on-d

istrib

utab

le re

serv

e-

-

41

-

(41)

-

-

-

-

Ef

fect

of t

he am

algam

ation

of T

holo

Gro

up28

9,33

5

2,33

4

4,

649

-

-

-

16

,318

(22,

411)

(6

,093

)

Effe

ct o

f the

acqu

isitio

n of

the p

rope

rty L

ease

No.

Are

a 4-R

O28

44,5

25

11,1

31

(13,

585)

-

-

-

42,0

71

-

42

,071

Re

orga

nisati

on o

f stat

ed c

apita

l and

deb

entu

res

2810

,178

(1

0,17

8)

-

-

-

-

-

-

74,3

46

70,5

10

264,

028

7,

623

-

(1

,950

)

41

4,55

7

107,

452

52

2,00

9

Prof

it fo

r the

yea

r-

-

70,9

30

-

-

-

70

,930

12,0

77

83,0

07

Oth

er c

ompr

ehen

sive i

ncom

e for

the y

ear

-

-

-

-

-

(1,5

18)

(1,5

18)

-

(1,5

18)

To

tal c

ompr

ehen

sive i

ncom

e for

the y

ear

-

-

70

,930

-

-

(1,5

18)

69,4

12

12

,077

81

,489

Debe

ntur

e int

eres

t dec

lared

and

prop

osed

15-

-

(14,

577)

14,5

77

-

-

-

-

-

Ta

xatio

n att

ribut

able

to d

eben

ture

inter

est

5-

-

3,20

7

-

-

-

3,20

7

-

3,

207

Debe

ntur

e int

eres

t paid

-

-

-

(13,

269)

-

-

(13,

269)

-

(1

3,26

9)

Divid

ends

dec

lared

and

prop

osed

15-

-

(293

)

293

-

-

-

-

-

Di

viden

ds p

aid-

-

-

(2

65)

-

-

(265

)

-

(265

)

Di

viden

ds p

aid to

non

-con

trollin

g int

eres

ts-

-

-

-

-

-

-

(1,1

48)

(1,1

48)

Ne

t loa

ns re

paid

to n

on-c

ontro

lling

inter

ests

-

-

-

-

-

-

-

(3

56)

(3

56)

Effe

ct o

f am

algam

ation

of T

holo

gro

up-

-

-

-

Ba

lanc

e at

31

Dec

embe

r 201

374

,346

70

,510

32

3,29

5

8,95

9

-

(3,4

68)

473,

642

11

8,02

5

591,

667

37

Stat

emen

t of C

hang

es in

Equ

ity fo

r th

e ye

ar e

nded

31

Dec

embe

r 20

14

Bala

nce

at 3

1 D

ecem

ber 2

013

74,3

46

70,5

10

323,

295

8,

959

-

(3

,468

)

47

3,64

2

118,

025

59

1,66

7

Capi

talisa

tion

issue

of l

inked

unit

s 12

& 1

32,

682

58

8

-

-

-

-

3,

270

-

3,27

0

77

,028

71

,098

32

3,29

5

8,95

9

-

(3,4

68)

476,

912

11

8,02

5

594,

937

Prof

it fo

r the

yea

r-

-

82,1

42

-

-

-

82

,142

18,9

03

101,

045

O

ther

com

preh

ensiv

e inc

ome f

or th

e yea

r-

-

-

-

-

92

7

927

-

92

7

Total

com

preh

ensiv

e inc

ome f

or th

e yea

r-

-

82,1

42

-

-

92

7

83,0

69

18

,903

10

1,97

2

Debe

ntur

e int

eres

t dec

lared

and

prop

osed

15-

-

(19,

100)

19,1

00

-

-

-

-

-

Ta

xatio

n att

ribut

able

to d

eben

ture

inter

est

5-

-

4,20

2

-

-

-

4,20

2

-

4,

202

Debe

ntur

e int

eres

t paid

-

-

-

(14,

839)

-

-

(14,

839)

-

(1

4,83

9)

Divid

ends

dec

lared

and

prop

osed

15-

-

(386

)

386

-

-

-

-

-

Di

viden

ds p

aid-

-

-

(2

98)

-

-

(298

)

-

(298

)

Ba

lanc

e at

31

Dec

embe

r 201

477

,028

71

,098

39

0,15

3

13,3

08

-

(2,5

41)

549,

046

13

6,92

8

685,

974

38

Statement of Cash Flows for the year ended 31 December 2014 Group

Notes 2014 2013

P’000 P’000 Cashflowsfromoperatingactivities Profit from operations 136,188 117,292 Amortisation of other investments - 129 Share of income in a joint venture, net of foreign exchange differences (2,416) (1,152) Depreciation 149 117 Surplus arising on revaluation of investment properties (74,997) (68,706) Operating income before working capital changes 58,924 47,680 Changes in working capital:

- Increase in trade and other receivables (6,617) (8,023) - Decrease in trade and other payables (392) (2,902)

Taxation paid (341) (969) Net cash generated from operating activities 51,574 35,786 Cashflowsfrominvestingactivities Effect of amalgamation and acquisition 28 - - Contributions to joint venture (2,342) (3,358) Purchase of property, plant and equipment - (49) Investment property additions during the year (7,308) (12,103) Proceeds from disposal of investment properties held as assets classified as held for sale - 26,400 Interest income 3 1,460 1,403 Investment income 3 - 607 Net cash (used in)/generated from investing activities (8,190) 12,900 Cashflowsfromfinancingactivities Dividends paid (298) (265) Debenture interest paid (14,839) (13,269) Finance costs (22,269) (22,315) Long term loans raised 4,320 - Long term loans repaid (14,157) (11,487) Issue of ordinary shares 2,682 1,364 Issue of debentures 588 473 Dividends paid to non-controlling interests 16 - (1,148) Amounts received from non-controlling interests 16 - 94 Amounts repaid to non-controlling interests 16 - (450) Net cash used in financing activities (43,973) (47,003) Net movement in cash and cash equivalents (589) 1,683 Cash and cash equivalents at beginning of year (9,020) (10,639) Effects of exchange rate on the cash held in foreign currencies (135) (64) Cash and cash equivalents at end of year (9,744) (9,020) Consisting of: Cash and bank balances 4,470 3,188 Bank overdraft (14,214) (12,208)

(9,744) (9,020)

39

A. PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

These financial statements are presented in Pula (P) as that is the currency of Botswana and the functional currency of the Group’s operations.

I. Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

II. Adoption of new and revised International Financial Reporting Standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations of the International Accounting Standards Board (the IASB) and the IFRS Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for annual reporting periods beginning on or before 1 January 2014.

There have been no significant changes to the financial results of the Group arising from the adoption of the revised standards and new interpretations.

In the prior year the Group early adopted the following standards:

IFRS 10, 12 and IAS 27 - Amendments to IFRS 10, IFRS 12 and IAS 27: Investment Entities

IAS 32 - Amendment to IAS 32 Financial instruments: Presentation – offsetting financial instruments. The amendment clarified that the rights to offset must be legally enforceable during normal operations or in the event of default and must not be contingent on a future event.

IAS 36 - Amendment to IAS 36 Recoverable amount disclosures for non-financial assets. The amendment removes the requirement to disclose recoverable amounts for each cash generating unit or intangible assets with indefinite useful lives allocated to that unit which were significant when compared to the total carrying amount of goodwill and intangibles held by an entity. In addition, the fair value measurement for assets impaired whose recoverable amount is based on fair value less costs of disposal are now required to be disclosed, as well as discount rates used to determine fair value when a present value technique is used.

B. INTERNATIONAL FINANCIAL REPORTING STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

At the date of approval of these financial statements, the following applicable Standards were in issue but not yet effective:

– IFRS 3 Business Combinations (Amendments resulting from Annual Improvements Cycles 2010-2012 and 2011-2013) (effective for annual periods beginning on or after 1 July 2014);

– IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (Amendments resulting from September 2014 Annual Improvements to IFRSs) (effective for annual periods beginning on or after 1 January 2016);

– IFRS 7 Financial instruments: Disclosures (Amendments resulting from September 2014 Annual Improvements to IFRSs) (effective for annual periods beginning on or after 1 January 2016);

– IFRS 9 Financial instruments (New standard) (effective for annual periods beginning on or after 1 January 2018);

– IFRS 15 Revenue from Contracts with Customers (New standard) (effective for annual periods beginning on or after 1 January 2017);

– IAS 16 Property, Plant and Equipment (Amendments resulting from Annual Improvements 2010-2012 Cycle) (effective for annual periods beginning on or after 1 July 2014);

– IAS 24 Related Party Disclosures (Amendments resulting from Annual Improvements 2010-2012 Cycle (management entities)) (effective for annual periods beginning on or after 1 July 2014);

– IAS 34 Interim Financial Reporting (Amendments resulting from September 2014 Annual Improvements to IFRSs) (effective for annual periods beginning on or after 1 January 2016); and

– IAS 40 Investment Property (Amendments resulting from Annual Improvements 2011-2013 Cycle (interrelationship between IFRS 3 and IAS 40)) (effective for annual periods beginning on or after 1 July 2014).

The impact, if any, of the new and revised standards and interpretations in issue but not yet effective has not yet been evaluated.

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C. BASIS OF ACCOUNTING

The financial statements have been prepared on the historical basis, except for the revaluation of investment properties and certain financial instruments carried at fair value. The principal accounting policies, which have been consistently followed in all material respects, are set out below.

I. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; potential voting rights held by the Company, other vote holders or other parties; rights arising from other contractual arrangements; and any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between the aggregate of the fair value of the consideration received and the fair value of any retained interest and the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

II. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer credits, rebates and other similar allowances.

Rental income

Rental income from operating leases is recognised in the statements of comprehensive income on a straight line basis over the term of relevant leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on the straight line basis over the lease term.

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The change in fair value of investment properties is offset against the rental straight line adjustment in the statements of comprehensive income.

Other operating revenue

Other operating revenue comprises utility expenses, service levies and other costs recovered from tenants.

Interest

Interest is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset’s net carrying amount.

D. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decision of the investee but is not control or joint control over these policy decisions.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint venture are incorporated in the consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interest that, in substance, forms part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payment on behalf of the associate or joint venture.

An investment in an associate or joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less cost to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on the disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if the associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

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When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to the reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a Group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

E. INTERESTS IN JOINT OPERATIONS

A joint venture operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

When a group entity undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation:

Its assets, including its share of any assets held jointly.

Its liabilities, including its share of any liabilities incurred jointly.

Its revenue from the sale of its share of the output arising from the joint operation.

Its share of the revenue from the sale of the output by the joint operation.

Its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.

When a Group entity transacts with a joint operation in which a group entity is a joint operator (such a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognised in the Group’s consolidated financial statements only to the extent of other parties’ interests in the operation.

When a Group entity transacts with a joint operation in which a group entity is a joint operation (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it resells those assets to a third party.

F. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

G. FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised on the statements of financial position when the Group and the Company become party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

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H. FINANCIAL ASSETS

Loans and receivables

Trade receivables, related company balances and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial asset, or, where appropriate, a shorter period.

Income is recognised on an effective interest basis for financial assets.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short term highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Impairment of financial assets

Trade receivables are assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s or Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

Before accepting any new tenant, the Group and Company assesses the potential credit quality, and obtains surety as a measure of protection against possible default in future payments.

The management frequently reviews and identifies the receivables where recovery could be doubtful, based on factors such as past track record and possibilities of recovery in future. Additional security is also obtained, and payment plans are put in place for debtors who are identified as untimely payers.

Trade and other receivables, which generally have 30 to 90 day terms, are recognised and carried at original invoice amount less impairment losses. Impairment losses are recognised in the statements of comprehensive income when collection of the full amount is no longer probable. Impairment losses are written off as incurred.

Derecognition of financial assets

The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group or Company neither transfer nor retain substantially all the risks and rewards of ownership and continue to control the transferred asset, they recognise their retained interest in the asset and an associated liability for amounts they may have to pay. If the Group or Company retain substantially all the risks and rewards of ownership of a transferred financial asset, they continue to recognise the financial asset and also recognise a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

I. FINANCIAL LIABILITIES

The Group’s and the Company’s significant financial liabilities include interest bearing loans, related companies balances and trade and other payables, which have been classified as other financial liabilities.

Interest bearing loans are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Equity and debt instruments, which comprise the stated capital and the variable rate unsecured debentures, are recorded at the proceeds received net of direct issue costs.

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Derecognition of financial liabilities

The Group and the Company derecognise financial liabilities when, and only when, their obligations are discharged, cancelled or they expire.

Gains and losses on subsequent measurement of financial instruments

Gains and losses arising from a change in the fair value of financial instruments are included in the statements of comprehensive income in the period in which the change arises.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statements of financial position when the Group and the Company have a legally enforceable right to set off the recognised amounts, and intend either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

J. INVESTMENTS

All current investments are reported at cost less accumulated impairment losses.

K. DEBENTURE INTEREST AND DIVIDENDS

Debenture interest and dividends proposed after the financial position date are shown as a component of equity.

L. PROPERTY, PLANT AND EQUIPMENT

Properties in the course of construction are reflected as capital work in progress and are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs are capitalised in accordance with the Group’s and the Company’s accounting policies. Completed properties, plant and equipment (excluding investment properties) are stated in the statements of financial position at cost less accumulated depreciation and any impairment losses. The methods of depreciation, useful lives and residual values are reviewed annually.

Depreciation is calculated on the straight line basis to write off the cost of each asset to its residual value over its estimated useful life as follows:

Leasehold buildings 20 - 50 years

Furniture and equipment 2 - 10 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds, and the carrying amount of the asset and is recognised in the statements of comprehensive income.

M. INTANGIBLE ASSETS

Intangible assets acquired separately are reported at cost less accumulated impairment losses. The intangible asset has been assessed as having an indefinite useful life. As such, the intangible asset is not amortised. The estimated useful life is reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

N. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS OTHER THAN GOODWILL

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

O. TAXATION

Tax expense comprises current and deferred tax.

I. Current tax

The charge for current tax is based on the results for the year as adjusted for items which are non assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the statements of financial position date.

II. Deferred tax

Deferred tax is accounted for using the statement of financial position liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and corresponding tax basis used for computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax is calculated at the rates that are expected to apply when the asset is realised or the liability settled. Deferred tax is charged or recognised in the statements of comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or a part of the asset to be recovered.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model under IAS 40 Investment Property, the carrying amounts of such properties are presumed to be recovered through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model of the Group whose business objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. If the presumption is rebutted, deferred tax liabilities and deferred tax assets for such investment properties are measured in accordance with the above general principles set out in IAS 12 Income Taxes (i.e. based on the expected manner as to how the properties will be recovered).

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

P. FOREIGN CURRENCY

Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions are recognised in the statements of comprehensive income.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the rates ruling on the statements of financial position date. Gains and losses arising on retranslation are dealt with in the statements of comprehensive income.

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On consolidation, the assets and liabilities of the group’s overseas operations are translated at exchange rates prevailing at the statements of financial position date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the group’s foreign currency translation reserve. Such translation differences are recognised in the group statement of comprehensive income in the period in which the operation is disposed of.

Q. PROVISIONS

Provisions are recognised when the Group and the Company have a present legal or constructive obligation as a result of past events and it is probable that an outflow of economic benefits will be required to settle the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

R. BORROWING COSTS

Borrowing costs directly attributable to the acquisition or construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of that asset until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowings costs eligible for capitalisation.

Other borrowing costs are recognised as an expense in the period in which they are incurred.

S. LEASING

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

I. The group as lessor

Amounts due from lessees under finance leases are recorded as receivables at the amount of the group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Company’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

II. The group as lessee

Assets held under finance leases are initially recognised as assets of the Group and the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statements of financial position as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statements of comprehensive income. Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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T. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group’s accounting policies management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions concerning the future and other sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts within the next financial year:

I. Fair value of investment properties

The directors use their judgement in selecting an appropriate valuation technique for the investment properties. Investment properties are valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices.

II. Deferred taxation on investment properties

For the purposes of measuring deferred tax liabilities or deferred tax assets from investment properties that are measured using the fair value model in IAS 40, the directors have reviewed that the Group’s investment property portfolio and concluded that the Group’s investment properties are not held under a business model whose objective is to consume substantially all the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, in determining the Group’s deferred taxation on investment properties, the directors have determined that the presumption set out in IAS 12 that investment properties measured using the fair value model are recovered through sale is not rebutted.

III. Impairment of investments and assets

The directors have reviewed the investments and assets and considered if any impairment is necessary based on review of net asset value, current market value and discounted cash flows.

IV. Provision for doubtful debt

The Group provides, as doubtful debt, for past due and impaired trade receivables based on estimated irrecoverable amounts determined by reference to past track records and possibilities of recovery in future.

V. Useful lives and residual values of property, plant and equipment

The Group reviews the estimated useful lives and residual values of property, plant and equipment at the end of each annual reporting period.

VI. Recoverability of intangible asset

The Group acquired an indefinite license to build and operate a hotel in the Central Business District in Gaborone, Botswana. The directors have reviewed the intangible asset for impairment and have concluded that the asset is not impaired.

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1. CONTRACTUAL LEASE RENTAL REVENUE

Group

2014 2013

P’000 P’000

Contractual lease rental revenue

Revenue comprises rental income and service charges

recovered from tenants.

Rental income 73 848 60 112

Service charges recovered 7 209 6 055

81 057 66 167 2. PROFIT FROM OPERATIONS

Profit from operations is stated after taking into account the following:

Auditor’s remuneration - audit fee 388 369

- other services 37 160

Amortisation of other investments - 129

Depreciation 149 117

Directors’ emoluments (note 21) - for services as directors 145 78

Management and administration fee paid to

related company (note 21) 4 938 3 715

Lease renewal fees paid to related company (note 21) 268 129

Movement in provision for doubtful debt 2 360 1 508

Repairs and maintenance on investment properties 1 821 1 839

Service charges paid to related company (note 21) 2 210 1 381

Foreign exchange losses/(gains) - related to a loan and receivable 1 655 (3 878)

owing from a joint venture

- other (1 142) ( 78)

513 (3 956)

3. INVESTMENT INCOME

Group

2014 2013

P’000 P’000

Interest income:

- bank 8 330

- on overdue accounts 314 490

- on non-current trade receivables 874 -

- related parties and intercompany (note 21) 264 583

1 460 1 403

Share of the net income from Chobe Marina Lodge (Proprietary) Limited - 607

1 460 2 010

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4. FINANCE COSTS

2014 2013

P’000 P’000

Interest payable Group

- bank 1 565 815

- related parties (note 21) 281 217

- long term borrowings 20 423 21 283

22 269 22 315 5. INCOME TAX EXPENSE

Group

Normal taxation 715 1,218

Prior year under provision - 22

Total normal taxation 715 1,240

Deferred taxation - current year (excluding capital gains tax) 3,275 2,426

- capital gains deferred tax 9,342 7,491

- prior year over provision (3,200) (384)

10,132 10,773

Income tax expense comprises:

Charged to statement of comprehensive income 14,334 13,980

Attributable to debenture interest credited to statement of changes in equity (4,202) (3,207)

10,132 10,773

The charge for the year can be reconciled to the profit per

income statement as follows:

% %

Tax reconciliation:

Tax at current rate 22.00 22.00

Taxation on debenture interest (0.59) 0.52

Prior year over provision (2.77) (0.37)

Fair value adjustment on investment properties, net of deferred capital gains tax (6.20) (7.87)

Share of (income)/loss in a joint venture (0.78) 0.62

Effect of tax rate differential in subsidiary (0.18) (0.22)

Non-taxable expenses/(income) 0.94 (0.27)

Effective tax rates 12.42 14.41

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6. PROPERTY PLANT & EQUIPMENT

Leasehold Furniture &

buildings equipment Total

P’000 P’000 P’000

Group

Cost

At 1 January 2013 2 248 246 2 494

Additions during the year - 49 49

At 31 December 2013 2 248 295 2 543

Additions during the year - - -

As at 31 December 2014 2 248 295 2 543

Accumulated depreciation

At 1 January 2013 804 178 982

Charge for the year 111 6 117

At 31 December 2013 915 184 1 099

Charge for the year 130 19 149

As at 31 December 2014 1 045 203 1 248 Net book value at 31 December 2014 1 203 92 1 295 Net book value at 31 December 2013 1 333 111 1 444

Leasehold buildings comprise the following: A basement parking facility at portion of Lots 1204, 1138 and 8897 in Main Mall area in Gaborone, Botswana, construct-ed on a plot of land leased from Gaborone City Council for a period of 20 years.

7. INVESTMENTS

Group

Country of Share 2014 2013

incorporation Holding P’000 P’000

At cost:

Equity investments - Subsidiaries RDC Properties International (Proprietary) Limited Botswana 100% - - Lotsane Complex (Proprietary) Limited Botswana 76.67% - - Three Partners Resorts Limited Botswana 53.75% - -

- -

Long term loans - Investments through RDC Properties International (Pty) LimitedSociete Immobiliere D’Ambodivona Sarl (SIA) Madagascar 50% - - HMS1 Société Anonyme (HMS1) Madagascar 50% - -

- -

Other Propcorp (Proprietary) Limited Botswana 33% - -

51

RDC Properties International (Proprietary) Limited is an International Financial Services Centre (IFSC) company registered in Botswana. The company owns 50% of Société Immobilere D’Ambodivona Sarl (SIA) and 50% of HMS1 Société Anonyme (HMS1) registered in Madagascar. The investment in SIA is recognised as a joint operation and that of HMS1 as a joint venture.

The long term loans to Societe Immobiliere D’ambodivona Sarl (SIA) and HMS1 Société Anonyme (HMS1) have no fixed terms of repayment and are interest free. The directors do not intend to request for repayment within the next twelve months.

Propcorp (Proprietary) Limited is a joint operation between RDC Properties Limited, Botswana Insurance Fund Management Limited (BIFM) and National Development Bank (NDB) for the development of the basement parking, in the area adjoining Standard House, BIFM House and NDB house in the Gaborone Main Mall area.

Joint operations

The following amounts are included in the group financial statements as a result of the proportionate consolidation of Société Immobilere D’Ambodivona Sarl (SIA) and Propcorp (Proprietary) Limited:

2014 2013

P’000 P’000

Non-current assets 1 203 1 333

Current assets 832 1 125

Current liabilities ( 711) ( 572)

Income 195 113

Expenses (279) (131)

8. INVESTMENT PROPERTIES

Group

2014 2013

P’000 P’000

Investment properties Freehold land and buildings at fair value 200 390 192 050 Leasehold land and buildings at fair value 731 518 657 553

931 908 849 603 Straight line rental adjustment (6 423) (9 350)

925 485 840 253

Reconciliation of fair value Opening value 840 253 720 974 At valuation 849 603 724 871 Straight line rental adjustment (9 350) (3 897)Additions during the year 7 308 12 103 Additions through Group restructuring (note 28) - 43 923 Net increase in fair value 74 997 68 706 Straight line rental adjustment included in profit or loss 2 927 (5 453)Closing balance 925 485 840 253

Investment properties are revalued annually by the Board of Directors based on a Discounted Cash Flow model. Each property is revalued by independent valuers at least every three years. In the current year, the whole portfolio, except Lots 50668/69 & 50369, Gaborone, Lot 5624, Gaborone, and Lease Area No. 4-RO, Kasane, was valued by an independent valuer.

52

Freehold land and buildings comprise the following:

- Lots 1124 to 1130, Extension 3, Gaborone, which are encumbered by a fourth and fifth mortgage bond of P23 500 000 in favour of First National Bank of Botswana Limited for banking facilities described in note 20;

- Lot 21306 Phakalane;

- Lots 1116, 1117 and 1840 Extension 3 Gaborone which are encumbered by first mortgage bond to First National Bank of Botswana Limited totalling P8 000 000 for a loan granted to RDC Properties Limited (note 17) and other banking facilities described in note 20;

- Lot 758 Gaborone which is encumbered by a mortgage bond in favour of First National Bank of Botswana Limited totalling P5 000 000 (note 17).

Leasehold land and buildings comprise the following:

- Lot 54353, Central Business District which is encumbered by a covering mortgage bond in favour of BIFM Capital Investment Fund One (Proprietary) Limited for P60 000 000 and Barclays Bank of Botswana Limited for P90 000 000 (note 17);

- Lots 22017 and 22018 Gaborone, which are encumbered by a first covering mortgage bond in favour of African Banking Corporation of Botswana Limited for P12 200 000 (note 17);

- Lot 443, Serowe, which is encumbered by a first mortgage bond in favour of Botswana Building Society for P216 800;

- Lot 679 Serowe;

- Lot 914 Kasane which is encumbered by a mortgage bond in favour of First National Bank of Botswana Limited for P1 500 000 (note 20);

- Lot 208 Maun;

- Lot 10211- 234-KO, Gaborone;

- Lot 194, Maun, which is encumbered by a mortgage bond in favour of National Development Bank for P780 000;

- Lots 680 and 292, Serowe, which are encumbered by a mortgage bond in favour of National Development Bank for P2 460 000;

- Lots 3761, 5422 and 5423, Jwaneng;

- Lot 617, Molepolole;

- Lots 50668 and 50669, Faigrounds Gaborone;

- Lots 50369 which is encumbered by a first mortgage bond in favour of First National Bank of Botswana Limited for P8 000 000 (note 17);

- Lot 1707, Palapye;

- Lease Area No. 4-AO, Kasane; and

- Lot 5624, Extension 16, Gaborone.

Mortgages with Bankers, against which no obligation existed as at 31 December 2014:

Mortgages on the below mentioned properties where registered as security for loans over the years. As at the 31 December 2014, the loans were fully repaid and therefore the facilities could be cancelled:

Value of mortgages

Property with no liability

P

Lot 443, Serowe 216 800

Lot 194, Maun 780 000

Lots 680 and 292, Serowe 2 460 000

3 456 800

53

9. INTANGIBLE ASSET

Group

2014 2013

P’000 P’000

Intangible asset

Licence allowing right of usage 1 000 1 000

The Group acquired an indefinite license to build and operate a hotel in the Central Business District in Gaborone, Botswana. The hotel was completed and started operations during 2012. The directors have reviewed the intangible asset for impairment and have concluded that the asset is not impaired.

10. TRADE & OTHER RECEIVABLES

Group

2014 2013

Trade receivables 26 035 16 511

Allowance for doubtful debts (5 376) (3 016)

20 659 13 495

Value added tax - 401

Prepayment 1 320 1 821

Other receivables 1 605 1 334

Related parties:

Shakawe (Proprietary) Limited - 4 698

Italtswana Construction Company (Proprietary) Limited 2 199 1 941

Chobe Marina Lodge (Pty) Limited 5 940 1 975

Property and Asset Management Limited 247 101

Three Partners Resorts Limited - -

31 970 25 766

Short-term portion 24 597 25 766

Long-term portion 7 373 -

31 970 25 766

The average credit period is 60 days for trade receivables. Interest was charged on a selective basis on overdue trade receivables (ranging from 3% per month on short-term receivables and prime plus 2% per annum for long-term receivables). The Group has provided for all past due and impaired trade receivables based on estimated irrecoverable amounts determined by reference to past default experience. Included in trade receivables are amounts past due at the reporting date for which the Group has not provided as they are still considered recoverable.

Ageing of past due but not impaired

60 - 90 days 654 828

90 - 120 days 5 384 1 292

Total 6 038 2 120

Movement in the allowance for doubtful debts

Balance at beginning of the year 3 016 1 508

Movement in provision 2 360 1 508

Balance at end of the year 5 376 3 016

54

At the reporting date, 48% (2013: 35%) of the trade receivables are from customers in the hospitality industry. The remaining customer base is small and unrelated. Accordingly, the directors, believe that there is no further provision required in excess of the allowance for doubtful debts.

Ageing of impaired trade receivables

120+ days 5 376 3 016 11. CASH AND CASH EQUIVALENTS

Group

2014 2013

P’000 P’000

Bank balances 4 470 3 188 12. STATED CAPITAL

Issued and fully paid

Opening balance 220 344 890 (2012: 35 357 487) ordinary shares 74 346 8 944

Capitalisation issue 1 837 165 (2013: 295 765 ) ordinary shares 2 682 1 364

Issued on acquisition of the property Lease Area No. 4-RO nil (2013: 6 957 108)

ordinary shares (note 28) - 44 525 Issued on amalgamation of Tholo group nil (2013: 1 458 618) ordinary shares (note 28) - 9 335

Reorganisation of stated capital and debentures (note 28) - 10 178

Closing balance 222 182 055 (2013: 44 068 978) ordinary shares 77 028 74 346

After split of linked units in 2013 (note 28)

Closing balance 222 182 055 (2013: 220 344 890) ordinary shares 77 028 74 346 13. DEBENTURES

Opening balance 220 344 890 (2012: 35 357 487) debentures 70 510 66 750

Capitalisation issue 1 837 165 (2013: 295 765 ) debentures 588 473

Issued on acquisition of the property Lease Area No. 4-RO nil (2013: 6 957 108)

debentures (note 28) - 11 131

Issued on amalgamation of Tholo group nil (2013: 1458618) debentures (note 28) - 2 334

Reorganisation of stated capital and debentures (note 28) - (10 178)

Closing balance 222 182 055 (2013: 44 068 978) debentures 71 098 70 510

After split of linked units in 2013 (note 28)

Closing balance 222 182 055 (2013: 220 344 890) debentures 71 098 70 510 14. ACCUMULATED PROFITS

Arising from operations - -

Arising from revaluation of investment properties 390 153 323 295

390 153 323 295

55

15. DEBENTURE INTEREST AND DIVIDEND RESERVE

Group

2014 2013

P’000 P’000

Debenture interest 12 064 8 782

Dividends 244 177

12 308 8 959

The interest entitlement on every debenture is fixed at 50 times that of the dividend component of any distribution. The distribution, made bi-annually, varies with the operating performance of the Group.

Debenture interest

Interim paid - 2.72 (2013: 3.24) thebe 6 037 5 795

Interim declared - 5.43 (2013: 2.64) thebe 12 083 4 700

Final proposed - 0.44 (2013: 1.85) thebe 980 4 082

19 100 14 577

Dividends:

Interim paid - 0.05 (2013: 0.06) thebe 121 116

Interim declared - 0.11 (2013: 0.05) thebe 245 95

Final proposed - 0.01 (2013: 0.04) thebe 20 82

386 293

The 2013 second interim distribution paid in 2014 was offered with an option for 50% capitalisation. 991 588 linked units were listed on the Botswana Stock Exchange (BSE) on 18 April 2014. The 2013 final distribution paid in 2014 was offered with an option for 50% capitalisation. 845 577 linked units were listed on the BSE on 25 July 2014. On 19 December 2014, a second interim distribution was declared. The distribution is payable on 24 April 2015. At the year end, the final debenture interest and dividends per linked unit have been proposed and will be submitted for formal approval at the forthcoming Annual General Meeting. The amounts are included in the debenture interest and dividend reserve.

16. NON CONTROLLING INTERESTS

Group

2014 2013

P’000 P’000

Opening balance 118 025 129 863

Share of profit for the year 18 903 12 077

Amounts received from non-controlling interests - 94

Dividends paid - (1 148)

Amounts repaid to non-controlling interests - (450)

Effect of Tholo group amalgamation (note 28) - (22 411)

Closing balance 136 928 118 025

56

17. LONG TERM BORRWINGS

Group

2014 2013

P’000 P’000

African Banking Corporation of Botswana Limited 4 320 -

Less: current portion - -

4 320 -

The amount represents the portion of capital drawn down from the loan facility of P12.2 million as at the reporting date, plus accrued interest. Interest accrues at prime minus 1.5%. Capital and interest will be repaid in 105 equal instalments commencing 31 January 2016. The loan is secured as indicated in note 8.

First National Bank of Botswana Limited 11 060 14 358

Less : current portion (3 575) (3 347)

7 485 11 011

The amounts represent a loan taken by RDC Properties Limited and two loans assumed on amalgamation of the Tholo group (note 28). All the three loans bear interest at a rate of prime minus 1.50% and are repayable in monthly instalments of P133 682, P121 951 and P101 426 per loan. They are secured as per note 8.

Barclays Bank of Botswana Limited 72 120 82 495

Less: current portion (9 753) (9 085)

62 367 73 410

The amount represents a loan taken by Three Partners Resorts Limited. The loan bears interest at a rate of prime minus 2.75% and is repayable in 120 monthly instalments of P1 165 200. The loan is secured as indicated in note 8.

BIFM Capital Investment Fund One (Proprietary) Limited 141 869 142 353

Less : current portion (3 439) (3 923)

138 430 138 430

These loans represent subscription of Promissory Notes for RDC Properties Limited and Three Partners Resort Limited at fixed interest rates of 10.20% (2013: 11.70%) and 9.45% (2013: 10.70%) respectively, compounded semiannually. Due dates of interest payments are the 31 March and 30 September of each year. The redemption dates are 30 September 2030 to 2034 (2013: 2021 to 2025) for RDC Properties Limited and 30 September 2025 to 2034 (2013: 2025 to 2034) for Three Partners Resorts Limited. The loan for RDC Properties Limited is unsecured while the one for Three Partners Resorts Limited is secured as per note 8. The terms of these loans were re-negotiated during 2014.

Long term portion of borrowings 212 602 222 851

Current portion of borrowings 16 767 16 355

57

18. DEFERRED TAX LIABILITIES

Group

2014 2013

P’000 P’000

Temporary differences arising on:

Plant and equipment 33 28

Investment properties - capital allowances claimed to date 113 351 103 108

- capital gains tax on fair value 133 450 105 552

Tax losses (43 556) (47 124)Unrealised exchange differences 1 086 -

204 364 161 564

Tax value 44 961 35 544 Reconciliation of move-ment

Opening balance 35 544 26 011

Charge to profit or loss - current year (excluding capital gains tax) 3,275 2 426 - capital gains tax on fair value of investment prop-erty 9 342 7 491

- prior year adjustment (3 200) (384)


Tax losses The tax losses, if unutilised, will fall away as follows:

Group

Financial year Tax year P’000

2017 2018 38 445

2018 2019

13

2019 2020 5 098

43 556

58

19. TRADE AND OTHER PAYABLES

Group

2014 2013

P’000 P’000

Trade payables 8 432 6 921

Advance rental received 3 616 4 278

VAT payable 1 126 202

Other payables 1 730 780

Related parties:

Property and Asset Management Limited 3 232 2 956

Italtswana Construction Company (Proprietary) Limited 44 3 477

Chobe Financial Corporation 172 66

David & Dorcas Magang Family Trust 172 66

18 524 18 746

The average credit period is 30 days for trade payables. The payable to Property and Asset Management Limited attracts interest of prime less 2.5% per annum.

20. BANK FACILITIES

In addition to the loans described in note 17, the Group has the following banking facilities:

First National Bank of Botswana Limited:

A bank overdraft totalling P15 000 000, guarantees for P16 256 369 and forex pre-settlement of P500,000. These are secured by a fourth and fifth mortgage bond of P23 500 000 over Lots 1124 to 1130, part of the mortgage bond of P 8 000 000 over lots 1116, 1117 and 1840 and a first covering mortgage bond of P1 500 000 over Plot 914, Kasane in favour of First National Bank of Botswana Limited. Refer to note 8.

Barclays Bank of Botswana Limited:

A bank overdraft totalling P5 000 000.

21. RELATED PARTY TRANSACTIONS

All related parties in addition to those listed in note 7 and the directors of the company are companies with common shareholding and control, except for the David & Dorcas Magang Family Trust which is a related party through a director of the Company.

Receivables relating to related parties are disclosed in note 10.

Payables relating to related parties are disclosed in note 19.

The following trading transactions were carried out with related parties.

59

Group

2014 2013

P’000 P’000

Interest income (note 3)

Shakawe (Proprietary) Limited (264) (583)

(264) (583)

Finance costs (note 4)

Property and Asset Management Limited 281 217

Property and Asset Management Limited

- management and administration (note 2) 4 938 3 715

- lease renewal fees (note 2) 268 129

- service charges (note 2) 2 210 1 381

Management and administration fees are calculated on a fixed percentage of net rental income after taking bad debts into consideration.

Lease renewal fees are calculated on a commercial basis.

Service charges are calculated as a fixed percentage of the market capitalisation of the Group on the last trading day of the month.

Italtswana Construction Company (Proprietary) Limited

Repairs and maintenance expenditure - 162

Shakawe (Proprietary) Limited

Commission charged - (75)

Directors’ emoluments

For services as directors (note 2) 145 7822. OPERATING LEASE ARRANGEMENTS

Property rental income earned during the year is disclosed in note 1.

At the statement of financial position date, the Group had contracted with tenants for the following future minimum future minimum lease payments:

Group

2 014 2013

P’000 P’000

Within one year 52 630 52 549

In the second to fifth years inclusive 141 087 134 329

After five years 173 900 181 495

367 617 368 373

60

23. CAPITAL COMMITMENTS

Authorised and contracted 8,737 -

Authorised but not contracted 12,000 14,500

20,737 14,500

The capital commitments relate to the construction of warehouses situated at Lots 22017 & 22018, Gaborone West and for development at Masa Centre. A loan facility for the construction of the warehouses has been obtained as described in note 17 and secured as described in note 8. The development at Masa Centre will financed through bank loans.

24. CONTINGENT LIABILITIES

RDC Properties Limited has given bank guarantees for the bank loans availed to HMS1 Société Anonyme (HMS1) by commercial bankers based in Madagascar, as follows:

- An amount equivalent to P8 593 750 (Euro 715 000) by First National Bank of Botswana Limited, in favour of Emprunt CA BNI (BNI) for a 50% loan amount equivalent to P6 930 037 (Ariary 1 732 079 668) (refer to note 17); and

- An amount equivalent to P6 009 615 (Euro 500 000) by First National Bank of Botswana Limited in favour of Banque Malgache de L’Ocean Indien (BMOI) for an overdraft facility.

RDC Properties Limited has also given a corporate guarantee of P47 700 000 in favour of Barclays Bank of Botswana Limited and a Deed of Cession of Rentals dated 03 November 2010 over Plot 54353 Gaborone.

25. SEGMENTAL REPORTING

The Group’s business activities are concentrated in the segment of property rentals and more than 90% are provided within the geographical region of Botswana therefore segmental information based on business activities or geographical locations is not considered necessary.

26. FINANCIAL RISK MANAGEMENT

Group

2014 2013

P’000 P’000

Categoriesoffinancialinstruments

Financial assets

Loans and receivables

Trade and other receivables 30 650 23 544

Cash and cash equivalents 4 470 3 188

Financial liabilities at amortised cost

Long term borrowings - at floating interest rate 87 500 96 853

Long term borrowings - at fixed interest rate 141 869 142 353

Trade and other payables 13 782 14 266

Bank overdraft 14 214 12 208

257 365 265 680

In the normal course of business the Group is exposed to currency, capital, credit, liquidity and interest rate risk. The Group manages their exposure by meeting on a regular basis to ensure the treasury activities are carried out in an orderly and efficient manner adhering to management procedures and policies.

61

Currency Risk

The Group undertakes transactions denominated in foreign currencies, Euro and US dollar. Consequently, exposures to exchange rate fluctuations arise. Financial instruments that are sensitive to currency risks are mainly trade receivables, Group loans to foreign operations and cash and cash equivalents.

Foreign Currency Sensitivity Analysis

The following table details the Group’s sensitivity to a 10% increase and 10% decrease in the Pula against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to the board and represents the board’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes loans to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the borrower. A 10% strengthening of the Pula would decrease the profit and equity and a 10% weakening of the Pula would have an equal but opposite effect on the profit and equity.

United States Dollar 1 237 367

Euro - 8

1 237 375

Capital Risk

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the long term borrowings disclosed in note 17, cash and cash equivalents and equity attributable to equity holders of the parent company comprising stated capital, debentures and accumulated profits as disclosed in notes 12, 13 and 14 respectively.

Credit Risk

The Group’s credit risk is primarily attributable to its trade and other receivables. The amounts presented in the statements of financial position are net of allowances for bad debts estimated by management based on prior experience and the current economic environment.

The Group has no significant concentration of credit risk, with exposure spread over a large number of customers.

Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, management of the Group aims to maintain flexibility in funding by keeping committed credit lines available.

Interest Rate Risk

Interest rate risk is the possible loss in the value resulting from an unexpected and adverse movement in interest rates. Entities in the Group are exposed to interest rate risk because they borrow funds at both the fixed and floating interest rates. The Group entities manage interest rate risk maintaining an appropriate mix between fixed and floating rate borrowings and by basing the interest rate on financial assets and liabilities around the prime lending rate.

Financial instruments that are sensitive to interest rate risks, comprise bank balances, loans and advances, related party balances and long term borrowings.

Interest Rate Sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both financial assets and liabilities at the end of the reporting period. For the floating interest rate financial assets and liabilities, the analysis is prepared assuming the amount of the asset or liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used by the Directors when reporting interest rate risk management, as it represents a reasonable possible change in the interest rates.

62

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the effect of the profit for the year for the Group and Company, would have been as follows:

Group Amount of asset/

(liability)

Change in interest

rateIncrease/(decrease) inprofitbeforetax

31 December 2014 P’000 % P’000

Financial assets

Related party receivables - 0.50 -

Cash and cash equivalents 4 470 0.50 22

Financial liabilities

Long term borrowings at floating interest rate (87 500) 0.50 (438)

Bank overdraft (14 214) 0.50 (71)

( 487)

Group Amount of asset/

(liability)

Change in interest

rateIncrease/(decrease) inprofitbeforetax

P’000 % P’000

31 December 2013

Financial assets

Related party receivables 4 698 0.50 23

Cash and cash equivalents 3 188 0.50 16

Financial liabilities

Long term borrowings - at floating interest rate (96 853) 0.50 (484)

Bank overdraft (12 208) 0.50 (61)

( 506)

Fair Values of Financial Instruments

The fair values of financial instruments approximates their carrying values. There are no financial instruments that are measured subsequent to initial recognition at fair value.

27. FAIR VALUE MEASUREMENT

Assets are Measure at Fair Value

The investment properties of the Group measured at fair value at the end of the reporting period fall under Level 3 - Significant unobservable inputs. The valuation process for the Level 3 category is described below.

63

Group

2014 2013

P’000 P’000

Recurring measurement at the end of the reporting period

Investment properties 925 485 840 253

Reconciliation of fair value measurements categorised within Level 3 of fair value hierarchy

Investment properties

Opening value 840 253 720 974

Total gains for the period included in profit or loss 77 924 63 253

Additions and transfers 7 308 56 026


Gains and losses arising from the fair valuation of the investment properties are shown as a separate line in the statement of comprehensive income as follows:

Total gains for the period included in profit or loss 77 924 63 253

Quantitativeinformationaboutfairvaluemeasurementsusingsignificantunobservableinputs(Level3)

Fair value at Valuation Unobservable Range 31 December

2014 technique input

Group

Investment properties 925 485 Discounted Cash

Flow Capitalisation rate 8%-12%

Fair value at Valuation Unobservable Range 31 December

2013 technique input

Group

Discounted cash Capitalisation

Investment properties 840 253 flow rate 8%-12%

Valuation Process

Investment properties are revalued annually by the Board of Directors based on a Discounted Cash Flow model. Each property is revalued by independent valuers at least every three years. In the current year, the whole portfolio, except Lots 50668/69 & 50369, Gaborone, Lot 5624, Gaborone, and Lease Area No. 4-RO, Kasane, was valued by an independent valuer.

Information about the sensitivity to changes in unobservable inputs

The significant unobservable inputs used in the fair value measurement of the investment properties are the capitalisation rates. Significant increases / (decreases) in the capitalisation rates would result in significantly lower/(higher) fair value measurement. The changes to capitalisation rates are dependent on various market factors including location of properties, interest rates, length of leases and quality of tenants.

64

28. AMALGAMATION OF THE THOLO GROUP, ACQUISITION OF THE PROPERTY LEASE AREA NO. 4-RO, KASANE AND REORGANISATION OF STATED CAPITAL AND DEBENTURES, LINKED UNIT SPLIT

In the prior year, the unit holders at the Annual General Meeting of the Company held on the 12th of September 2013 approved the following under Special Business:

- The acquisition from Italtswana Construction Company (Pty) Limited (ICC) of the property and letting enterprise conducted on the land Lease Area No. 4-RO, Kasane for a consideration discharged by the issue of linked units 6 957 108 at P8 per unit equivalent to P55 656 861 effective 1 October 2013;

- the amalgamation of Tholo (Pty) Limited and the settlement of 50% interest of Shakawe (Pty) Limited in Tholo (Pty) Limited for 1 458 618 linked units at P8 per unit and assumption of debt of P6 049 339 equivalent to P17 718 283 effective 1 October 2013;

- the increase in stated capital by P10 177 579 and a decrease of P10 177 579 in debenture capital, in order for the debentures to be valued at 32 thebe per debenture - supported by a Special Resolution; and

- that each linked unit in issue after the above transactions have been completed, be subdivided by 5, i.e. 5 new linked units be issued for each linked unit in issue - supported by a Special Resolution.

65

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8)-

-

Tota

l64

038

3

287

(8 9

36)

(22

411)

35,9

78

66

Group

2014 2013

P’000 P’000

Net assets assumed in amalgamation and

acquisition are as follows:

Investment properties - 43,923

Investment assumed - (1,851)

Long term borrowings - (6,094)

- 35,978

Net effect on accumulated profits - 8,936

- 44,914

Consideration

Shares issued - 64,038

Debentures issued - 3,287

- 67,325

Effect on non-controlling interest - 22,411

67

29. INVESTMENT IN A JOINT VENTURE

Details of the Group’s investment in a joint venture at the end of the reporting period is as follows:

Name of joint venture

Principal activity

Place of incorporation and principal place of business

Proportion of ownership inter-est and voting rights held by the Group

2014 2013

HMS1 Société Anonyme (HMS1)

Operating a lodge known as Isalo Rock lodge Madagascar 50% 50%

The above joint venture is accounted for using the equity method in these consolidated annual financial statements.

Summarised information in respect of the Group’s joint venture is set out below. The summarised financial information below represents amounts shown in the joint venture’s financial statements prepared in accordance with IFRS (adjusted by the Group for equity accounting purposes).

2014 2013

P’000 P’000

Current

Cash and cash equivalents 1 055 1 166

Financial assets (excluding cash) 2 842 523

Other current assets 4 502 5 755

Total current assets 8 399 7 444

Current portion of long term borrowings (10 296) (10 467)

Other current liabilities (including trade and other payables) (6 466) (6 678)

Total current liabilities (16 762) (17 145)

Non-current

Investment property 53 514 44 805

Deferred tax asset 3 682 6 270

Total assets 57 196 51 075

Long term borrowings (3 738) (9 084)

Total financial liabilities (3 738) (9 084)

Net assets 45 095 32 290

Summarised statement of comprehensive income

Revenue 3 276 3 194

Surplus arising on revaluation of investment property 12 524 -

Operating costs (1 534) (6 254)

Other operating income 103 -

Net foreign exchange loss (2 538) (1 568)

Profit/(loss) from operations 11 831 (4 628)

Finance costs (1 634) (1 844)

Profit/(loss) before taxation 10 197 (6 472)

Income tax expense (2,056) 1 020

Profit/(loss) for the year 8 141 (5 452)

Share of profit/(loss) in a joint venture (50%) 4 071 (2 726)

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At the beginning of the current year HMS1 transferred the operations of the Isalo Rock Lodge to a company outside of the Group. HMS1 retained the ownership of the physical property and classified the property as investment property in terms of the Group’s accounting policies. The Board of Directors valued the property based on a Discounted Cash Flow model in the current year.

Reconciliationofsummarisedfinancialinformation

Reconciliation of the above summarised financial information to the carrying amount of the interest in joint venture recognised in the consolidated financial statements:

2014 2013

P’000 P’000

Summarisedfinancialinformation

Opening net assets 32 290 26 251

Profit/(loss) for the period 8 141 (5 452)

Contributions received 4 684 6 717

Foreign exchange differences (20) 4 774

Closing net assets 45 095 32 290

Interest in joint venture 50% 50%

Carrying amount of the Group’s interest in the joint venture 22 548 16 145

30. EVENTS AFTER THE REPORTING PERIOD

No adjusting events have occurred between the statement of financial position date and the date of approval of the financial statements, which would materially affect the financial statements.

69

Annexure 2

REPORTING ACCOUNTANT’S LIMITED ASSURANCE REPORT ON THEUNAUDITED PRO FORMA FINANCIAL EFFECTS

The Board of DirectorsRDC Properties LimitedPO Box 405391Gaborone

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN A PROSPECTUS

We have completed our assurance engagement to report on the compilation of pro forma financial information of RDC Properties Limited (“the company”) by the directors. The pro forma financial information, as set out in paragraph 20.3 of the prospectus, consists of the statement of financial position and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the Botswana Stock Exchange (“BSE”) Listings Requirements.

The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in Paragraphs 5 and 13 of the circular on the company’s financial position as at 30 June 2015, being the last day of the financial period for the purposes of the statement of financial position. As part of this process, information about the company’s financial position and financial performance has been extracted by the directors from the company’s unaudited results for the period ended 30 June 2015 as released on 12 August 2015.

Directors’ Responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the BSE Listings Requirements and described in Paragraph 20.3 of the prospectus.

Reporting Accountant’s Responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the BSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the BSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

70

As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2015 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial

information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the BSE Listings Requirements and described in Paragraph 20.3 of the prospectus.

________________________________Deloitte & Touche Certified AuditorsPracticing Member M Marinelli (19900028)12 October 2015

71

Annexure 3

REPORTING ACCOUNTANT’S REPORT ON THE PROFIT FORECAST OF RDC

The Board of DirectorsRDC Properties LimitedPO Box 405391Gaborone

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PROFIT FORECAST INCLUDED IN A PROSPECTUS

We have examined the profit forecast statements of comprehensive income and the underlying assumptions of RDC Properties Limited (the Company) for the financial year ending 31 December 2015, as set out in paragraph 20.2 of the prospectus to the Company’s unit holders to be dated on or around 12 October 2015.

The forecast information has been prepared and presented in accordance with the BSE Listings Requirements.

Directors’ responsibility

The directors are responsible for the preparation and presentation of the forecast information in accordance with the BSE Listings Requirements, including the assumptions set out in paragraph 20.2 on which it is based, and for the financial information from which it has been prepared. This responsibility includes determining whether: • The assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast

information; • The forecast information has been properly compiled on the basis stated; • The forecast information has been properly presented and that all material assumptions are adequately disclosed; and• The forecast information is presented on a basis consistent with the accounting policies of the Company.

Reporting accountant’s responsibility

Our responsibility is to express a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information and whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the BSE Listings Requirements, based on the procedures we have performed and the evidence we have obtained.

We conducted our assurance engagement in accordance with the International Standard on Assurance Engagement 3400, The Examination of Prospective Financial Information (“ISAE 3400”), issued by the International Auditing and Assurance Standards Board .

This standard requires that we plan and perform the engagement to obtain sufficient appropriate evidence on which to base our limited assurance conclusion as to whether or not:

72

• Management’s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent with the purpose of the information;

• The forecast information is properly prepared on the basis of the assumptions;• The forecast information is properly presented and all material assumptions are adequately disclosed; and• The forecast information is prepared and presented on a basis consistent with the accounting policies of the Company in

question for the period concerned.

In a limited assurance engagement, the evidence-gathering procedures vary in nature from, and are less in extent than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Information and sources of information

In arriving at our conclusion, we have relied upon forecast financial information prepared by the directors of the Company and other information from various public, financial and industry sources.

Application of accounting policies

We ascertained that the accounting policies to be applied by the Company in the future were applied consistently in arriving at forecast income, and that they are in compliance with International Financial Reporting Standards.

Inherent limitations

Achievability of the results

The forecast information is based on assumptions about events that may occur in the future and possible actions by the Company. It is highly subjective in nature and its preparation requires the exercise of considerable judgment. While evidence may be available to support the assumptions on which the forecast information is based, such evidence is itself generally future oriented and, therefore, speculative in nature. Therefore we are unable to express an opinion as to whether the results shown in the forecast information will be achieved.

Accuracy of the information

The objective of our engagement is to provide a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information, whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the BSE Listings Requirements. We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of the Company.

While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the profit forecast and relevant information included in the prospectus.

Limited Assurance Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:• The assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast

information;

73

• The forecast information has not been properly compiled on the basis stated;• The forecast information has not been properly presented in accordance with the BSE Listings Requirements and all

material assumptions are not adequately disclosed; and• The forecast information is not presented on a basis consistent with the accounting policies of the Company in question.

Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material.

Restriction on Distribution

Our report and the conclusion contained herein are provided solely for the benefit of the directors of the Company and existing and prospective unit holders of the Company for the purpose of their consideration of corporate action or event, described in paragraphs 5 and 13 of the prospectus. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Consent

We consent to the inclusion of this report, which will form part of the prospectus to the unit holders of the Company, to be issued on 12 October 2015, in the form and context in which it appears.

_________________________________________________

Deloitte & Touche Certified AuditorsPracticing Member M Marinelli (19900028)12 October 2015

74

Annexure 4

TABLE OF ENTITLEMENT

Rights Offer Entitlements

The number of Rights Offer Linked Units to which Qualifying Unitholders will be entitled is set out below:

Unitholders’ entitlements will be rounded up or down, as appropriate with fractions of 0.5 and above being rounded up, and only whole numbers of Rights Offer Linked Units will be issued, in accordance with the Listings Requirements.

Rights Offer Entitlements on the basis that the Resolutions for the Bonus Issue and Rights Offers are approved by the requisite majority at the EGM:

Number of Linked Units

held

Rights Offer Linked Units entitlement

Number of Linked Units held


Number of Linked Units held


1 0 41 17 81 34

2 1 42 18 82 353 1 43 18 83 354 2 44 19 84 355 2 45 19 85 366 3 46 19 86 367 3 47 20 87 378 3 48 20 88 379 4 49 21 89 3810 4 50 21 90 3811 5 51 22 91 3812 5 52 22 92 3913 5 53 22 93 3914 6 54 23 94 4015 6 55 23 95 4016 7 56 24 96 4117 7 57 24 97 4118 8 58 24 98 4119 8 59 25 99 4220 8 60 25 100 4221 9 61 26 200 8422 9 62 26 300 12723 10 63 27 400 16924 10 64 27 500 21125 11 65 27 600 25326 11 66 28 700 29527 11 67 28 800 33828 12 68 29 900 38029 12 69 29 1 000 42230 13 70 30 2 000 84431 13 71 30 3 000 1,26632 14 72 30 4 000 1,68833 14 73 31 5 000 2,11034 14 74 31 6 000 2,53235 15 75 32 7 000 2,95436 15 76 32 8 000 3,37637 16 77 32 9 000 3,79838 16 78 33 10 000 4,22039 16 79 3340 17 80 34

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Annexure 5

DETAILS OF THE UNDERWRITERS

The Rights Offer is underwritten by a consortium including African Alliance Botswana Asset Management Company (Pty) Limited, Allan Gray (Botswana) (Pty) Limited and Afena Capital Botswana (Pty) limited, all domiciled in Botswana. Details pertaining to the Underwriter as required by the Listings Requirements are set out below:

African Alliance Botswana Asset Management Company (Pty) Limited

Nature of business: Asset Management

Directors: T. Tshekiso

D.M. Gaetsaloe

A.M.B. de Castro

M. Ngidi

S.S.G. Tumelo

Company secretary: Grant ThorntonDate and place of incorporation: Incorporated on 24 June 1998 in Botswana Registration number: 98/1621Registered office: F a i r g r o u n d s

Office ParkG a b o r o n e Botswana

Funds under management: Over P3 billion under management

Allan Gray (Botswana) Proprietary Limited


Directors: R. Dower

L. Legwalia

T. Mhlambiso

G. Mosinyi

T. Motshubi

Company secretary: T. MotshubiDate and place of incorporation: Incorporated on 30 April 2003 in Botswana Registration number: 2003/3082 Registeredoffice: Unit 19

Kgale Mews Millenium ParkG a b o r o n e Botswana

Funds under management: Over P7 billion under management

76

Afena Capital Botswana Proprietary Limited


Directors: A. Ndzinge

S. Noor

B. Seretse

M. Dabrowski

K. Dlamini

T. Naledi

Company secretary: Corp Active (Pty) Ltd

Date and place of incorporation: Incorporated on 9 August 2012 in BotswanaRegistration number: 2012/8843Registeredoffice: Unit 2, First floor

Exponential Building Plot 54351

G a b o r o n e Botswana

Funds under management:: Approximately P3 billion under management

Underwriting fees were not payable to the Underwriting Consortium. It is also noted that the members of the Underwriting Consortium are underwriting on behalf of their clients and not in their own capacity.

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Annexure 6

TRADING HISTORY OF THE LINKED UNITS

The high, low and closing prices and the daily trading volumes at which the Linked Units traded quarterly from 01 October 2013 to 28 September 2015, are provided below:

Quarter Ended RDC Properties Ltd

High (thebe)

Low (thebe)

Close (thebe)

Aggregate Volume (shares)

28/09/2015 239 230 239 204,245

30/06/2015 230 221 230 921,065

31/03/2015 221 205 221 56,882

31/12/2014 205 202 205 4,299,023

29/09/2014 203 202 203 1,416,828

30/06/2014 202 198 202 1,924,278

31/03/2014 198 181 198 90,150

31/12/2013 180 119 180 145,019

The high, low and closing price of Linked Units on the BSE and the aggregated monthly volume traded for each month since 01 May 2014 are as follows:

Month Ended RDC Properties Ltd

High (thebe)

Low (thebe)

Close (thebe)


28/09/2015 239 230 239 188,91031/08/2015 230 230 230 9,38531/07/2015 230 230 230 5,95030/06/2015 230 230 230 887,98329/05/2015 230 221 230 30,20330/04/2015 221 221 221 2,87931/03/2015 221 213 221 43427/02/2015 213 207 213 5,21530/01/2015 207 205 207 51,23331/12/2014 205 202 205 196,10028/11/2014 202 202 202 4,091,47031/10/2014 203 203 203 11,45329/09/2014 203 202 203 1,115,86229/08/2014 203 203 203 7,85631/07/2014 203 202 203 293,11030/06/2014 202 202 202 357,12830/05/2014 202 200 202 1,560,370

78

The high, low and closing price of Linked Units on the BSE for each trading day since 29 July 2015 are as follows:

Daily RDC Properties Ltd

High (thebe)

Low (thebe)

Close (thebe)


28/09/2015 239 239 239 - 25/09/2015 239 239 239 - 24/09/2015 239 239 239 500 23/09/2015 239 239 239 1,411 22/09/2015 238 238 238 - 21/09/2015 238 238 238 70,675 18/09/2015 238 238 238 100,000 17/09/2015 238 238 238 - 16/09/2015 238 238 238 - 15/09/2015 238 238 238 - 14/09/2015 238 238 238 - 11/09/2015 238 238 238 325 10/09/2015 236 236 236 8,210 09/09/2015 236 236 236 5,789 08/09/2015 235 235 235 1,000 07/09/2015 233 233 233 - 04/09/2015 233 233 233 - 03/09/2015 233 233 233 - 02/09/2015 233 233 233 1,000 01/09/2015 230 230 230 - 31/08/2015 230 230 230 - 28/08/2015 230 230 230 - 27/08/2015 230 230 230 - 26/08/2015 230 230 230 - 25/08/2015 230 230 230 - 24/08/2015 230 230 230 - 21/08/2015 230 230 230 - 20/08/2015 230 230 230 - 19/08/2015 230 230 230 - 18/08/2015 230 230 230 - 17/08/2015 230 230 230 1,535 14/08/2015 230 230 230 - 13/08/2015 230 230 230 - 12/08/2015 230 230 230 2,850 11/08/2015 230 230 230 - 10/08/2015 230 230 230 - 07/08/2015 230 230 230 - 06/08/2015 230 230 230 5,000 05/08/2015 230 230 230 - 04/08/2015 230 230 230 - 03/08/2015 230 230 230 - 31/07/2015 230 230 230 - 30/07/2015 230 230 230 - 29/07/2015 230 230 230 -

79

Annexure 7

RDC PROPERTIES LIMITED(Incorporated in the Republic of Botswana on 18/04/1996)

(Company number: 96/592)BSE Ordinary Share Code: RDCP

(“RDC” or “the Company”)

REVISED LISTING PARTICULARS(Issued in terms of the Listings Requirements)

The “Corporate Information” section on page 1 of the Circular and the definitions and interpretations on pages 5 to 7 hereto apply, mutatis mutandis, to the Revised Listings Particulars.

The Revised Listings Particulars form part of the Circular and are issued in compliance with the Listings Requirements for the purpose of providing information to the Unitholders regarding the implications of the Bonus Issue and the Rights Offer on RDC and its Unitholders and have been prepared on the assumption that the Bonus Issue and the Rights Offer have been implemented.

As at the Last Practicable Date, based on the above assumption, the Stated and Debenture capital will comprise 222,182,055 Ordinary Shares of no par value and 222,182,055 Debentures of 32 thebe each.

The Directors, whose names appear on page 12 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that on the Last Practicable Date, to the best of their knowledge and belief, there are no facts, the omission of which, would render any statement in the Revised Listings Particulars false or misleading and that they have made all reasonable enquiries to ascertain such facts and that the Revised Listings Particulars contains all information required by the Act and the Listings Requirements.

The Transaction Advisor and Sponsoring Broker, Reporting Accountant, Legal Advisor, and Transfer Secretaries have consented in writing to act in the capacity stated and to their name being stated in the Revised Listings Particulars and in the case of the Reporting Accountants, reference to their reports in the form and context in which they appear, and have not withdrawn their consent prior to the publication of the Revised Listings Particulars.


Independent ReportingAccountant Legal Advisor





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80

CONTENTS

The definitions and interpretations set out on pages 5 to 7 of this Circular apply mutatis mutandis to these contents.

REVISED LISTING PARTICULARS

Page

INTRODUCTION 81

1. RDC BACKGROUND INFORMATION 81

2. INFORMATION ON DIRECTORS 82

3. FINANCIAL INFORMATION 84

4. SHARE CAPITAL 84

5. BORROWINGS AND LOANS RECEIVABLES 85

6. MAJOR UNITHOLDERS 85

7. PROPERTY ACQUISITIONS AND DISPOSAL 85

8. LITIGATION 85

9. MATERIAL CONTRACTS 85

10. EXPERT’S CONSENTS 85

11. DOCUMENTS AVAILABLE FOR INSPECTION 85

81

1. INTRODUCTION

The details of the Bonus Issue and Rights Offer are set out in the Circular to Unitholders, of which these Revised Listings Particulars form part. At the EGM which was held at 15:00 on Tuesday, 15 September 2015, Unitholders were requested to consider and, if deemed fit, approve, the Resolutions. All resolutions were successfully passed.

The purpose of the Revised Listing Particulars is to inform Unitholders of the effects of the Bonus Issue and the Rights Offer in terms of the Listings Requirements and accordingly have been prepared on the assumption that the Bonus Issue and the Rights Offers have been successfully implemented.

2. RDC BACKGROUND INFORMATION

2.1 Incorporation

RDC was incorporated in Botswana on 18 April 1996 as a VRLS.. The Company acquired all of the assets and liabilities of a previously listed company known as Realestate Development Company Limited. This transaction was effective 1 January 2016 and the listing of the new RDC took place in November 1996.

2.2 Background and nature of business

RDC, Botswana’s first listed VRLS company was listed on the BSE in November 1996. Its principal activity is the ownership and development of immovable property, the acquisition of immovable property, and the receipt of rental income from such properties. RDC’s current property portfolio includes hospitality, retail, commercial , industrial and residential interests in Botswana and Madagascar.

The Company’s main asset is Masa Centre, a mixed use development located in Gaborone, providing a fully integrated shopping experience through approximately 26,961 m2 of lettable area, with 350 parking bays. The centre is the destination of choice for most business visitors, tourists and citizens as it provides improved lifestyle offerings by virtue of the property being a functional mixed use development. Masa Centre is leased on a 50 year state leasehold.

2.3 Future Prospects

The RDC portfolio presently comprises of properties in Botswana and Madagascar. The Botswana property portfolio value represents approximately of 97.5% of the total investment and property portfolio of RDC. With its local Botswana residential developments, RDC will have achieved a reasonable exposure to all sectors of the Botswana economy. However, it is believed that a regional strategy will result in mitigation of risk by way of geographical spread and will enable RDC to take advantage of opportunities in economies that are at different stages in their development.

As part of its strategy to generate capital appreciation and income growth and to offer its Unitholders superior geographic diversification through becoming a significant regional presence, RDC seeks to pursue potential property investment opportunities in Southern Africa, not only in Botswana, but also in South Africa, Mozambique and Namibia (the “Proposed Property Investments”).

The Proposed Property Investments represents an attractive and unique investment proposition for RDC where sufficient distribution and yield accretion can be accessed for Unitholders, as described in Part A of the Circular.

The Company therefore believes it has good future prospects if its desired strategy is achieved.

82

3. INFORMATION ON DIRECTORS

3.1 Details of DirectorsThe names, residential address, occupation and nationalities of the Directors are set out below:

Director Occupation Residential Address Nationality

Lesang Magang Lead Independent Director Plot 43059/4 Motswana

Phakalane

Gaborone

Guido R Giachetti Chairman/Director Plot 3090 Italian

(Chairman) North Ring Road

Gaborone

Jacopo Pari Executive Director Plot 6249 ItalianBroadhurst

Gaborone

Giorgio G Giachetti Non-executive Director Corso Vinzaglio 12Bis Italian10100 TorinoItaly

Kate C Maphage Non-executive Director Plot 127 Motswana

Morukuru Road

Gaborone

Keith R Jefferis Non-executive Director Plot 2453 Motswana

Extension 9

Gaborone

Charles Tibone Non-executive Director Plot 21800 Motswana

PhakalaneGaboroneGaborone

3.2 Directors’ remunerationThe amounts paid to the Directors during the financial year ended 31 December 2014 are given below:

Director Pula

Executive DirectorsGuido R Giachetti (Chairman) 24,500Jacopo Pari 22,000

Non Executive DirectorsGiorgio G Giachetti 13,000

Lesang Magang 19,000

Kate C. Maphage 19,000

Keith R Jefferis 12,000

Charles Tibone 13,000

There will be no change in the remuneration receivable by any of the Directors as a result of the Proposed Property Investments, Bonus Issue and Rights Offer.

Aside from property and asset management services provided by PAM, a related party (refer paragraph 3.3 below), the business of the Company, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement.

83

3.3 Directors’ interest in transaction

The Company is managed by PAM. G. R. Giachetti, G. Giachetti, L. Magang and J. Pari are directors of PAM, which provides property management, accounting and secretarial services to RDC. The appointment of PAM is reviewed by the Board on a regular basis.

Refer paragraph 3.4 below for directors’ interests in Linked Units.

3.4 Directors’ interests in Linked Units

As at Last Practicable Date, the Directors had the following interests in Linked Units:

Director Direct IndirectExecutive Directors

Guido R Giachetti (Chairman) - 33,248,990Jacopo Pari 268,276 -Non Executive Directors

Giorgio G Giachetti - 54,792,354Lesang Magang 99,316 -Kate C. Maphage - -Keith R Jefferis - -Charles Tibone - -

Post the Bonus Issue and the Rights Offer the Directors will own the following interest in Linked Units:

Total number of Linked Units held

Percentage of issued share capital*

Executive Directors

Guido R Giachetti (Chairman) 36,573,889 10.52%Jacopo Pari 419,620 0.12%Non Executive Directors - -Giorgio G Giachetti 60,271,589 17.34%Lesang Magang 155,344 0.04%Kate C. Maphage - -Keith Jefferis - -Charles Tibone - -Total share capital 97,420,442 28.03%

Note: Assumes that all directors, except those that hold interests through the companies detailed in paragraph 17.7 follow their Rights.

3.5 Other disclosures regarding Directors

In terms of the Constitution:

• There is no shareholding qualification for Directors. Unless otherwise decided by the Company in general meeting, the number of Directors shall not be less than four or more than twelve.

• The remuneration of Directors shall be such sum as the Company in General Meeting may, from time to time, approve. Details of the current remuneration appear in paragraph 3.2 above. Directors shall also be paid such travel, hotel and other expenses as may be properly and necessarily incurred by them in and about the execution of their duties as Directors, including any such expenses incurred in connection with the attendance at the meetings of Directors or committees thereof and at general meeting.

• A quorum of disinterested Directors may award special remuneration out of the funds of the Company to any non-executive Director undertaking any work additional to that usually required of non-executive Directors of a Company similar to the Company, and shall approve any visit abroad by any Director on the business of the Company with the expenses to be met by the Company.

84

• The Company shall, in accordance with the provisions of the Act, duly keep at its registered office, in respect of each Director, a register of the description and amount of any Securities of the Company and in or of other bodies corporate in which he is interested. Such register shall be open to inspection between the hours of 10 am and 12 noon during periods prescribed by the Companies Act 2003 (No 32 of 2004) and shall also be produced at the commencement of each annual general meeting of the Company and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.

• A Director may hold any office or place of profit under the Company other than that of Auditor, in conjunction with the office of Director, for such period and on such terms as to remuneration and otherwise as the other Directors may by resolution determine.

• The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company, and may fix his or their remuneration either by way of salary or commission or by conferring a right to participation in the profits of the Company not to exceed 5% of dividends distributed, or by a combination of two or more of those modes, and may provide as a term of his appointment that there be paid to him his widow or other dependents, a pension or gratuity on retirement or death. The terms of such remuneration, pension or gratuity shall be sanctioned by the Company in General Meeting.

• At every Annual General Meeting of the Company, at least one-third of the Directors for the time being shall retire from office. The directors so to retire in each year shall be those who have been longest in office since their last appointment or election, but as between persons who were last elected as Directors on the same day, those to retire, unless they otherwise agree among themselves, shall be determined by lot, provided that notwithstanding anything herein contained, if, at the date of any ordinary meeting any Director shall have held office for a period of three (3) years since his last election or appointment, he shall retire at such meeting, either as one of the Directors to retire in pursuance of the aforegoing provisions, or additionally thereto. A retiring Director shall hold office until the conclusion of the meeting at which he retires.

• Retiring Directors shall be eligible for re-election, but no person not being a retiring Director shall be eligible for election to the office of Director at any General Meeting unless the holder of Linked Units intending to propose him and the holder of Linked Units intending to second him have, at least five (5) clear days before the meeting, left at the registered office of the Company a notice in writing, duly signed signifying the intention of such holders to propose and second him and the consent of the candidate to assume the office of the Director.

• The Company in General Meeting shall fill up any vacancies in the Board of Directors existing or arising at that meeting, unless it is resolved to reduce the number of Directors as set out below.

• If at any general Annual General Meeting at which an election of Directors ought to take place, the place of any retiring Director is not filled up, he shall, if willing, continue in office until the Annual General Meeting in the next year, and so on from year to year until his place is filled up, unless it shall be determined at such Meeting not fill up such vacancy.

• Subject to the provisions of paragraph 16 of the Constitution, the Company by Ordinary Resolution of the holders of Linked Units may from time to time increase or reduce the number of Directors and alter their qualifications and may also determine in what rotation such increased or reduced number is to go out of office. Whenever such increase is made the holders of Linked Units at the said meeting, or failing them, the Directors, may fill up the new seats so created.

4. FINANCIAL INFORMATION

The historical information of RDC for the two years ended 31 December 2014 and 2013 is set out on Annexure 1 to the Circular. No adjustments have been made to these results.

5. SHARE CAPITAL

The Share capital of the Company before and after the Bonus Issue and the Rights Offers are set out in paragraph 17.9 on page 20 of the Circular.

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6. BORROWINGS AND LOANS RECEIVABLEDetails of the material borrowings of RDC and loans receivable are provided in Annexures 8 and 9.

7. MAJOR UNITHOLDERSDetails of major RDC Unitholders are set out in paragraph 17.9 on page 20 of the Circular.

8. PROPERTY ACQUISITIONS AND DISPOSALRDC has made the following material acquisition and disposals of property within the last three years:• Acquisition of Lease Area No. 4-RO, Kasane for a consideration discharged by the issue of linked units 6 957 108

at P8 per unit equivalent to P55,656,861 in October 2013; • Acquisition of Realestate Office Park, plot 5624, Lejara Road Gaborone for P11,500,000 in February 2013;• Acquisition of Plots 2551, 2552, 2558, 2559 and 2560, Extension 9, Gaborone for P42,000,000 discharged by the

assumption of a loan and the balance in cash; and• Disposal of Plaza, Lot 4787/8, Extension 6, Gaborone for P26,400,000 in January 2013

9. LITIGATIONThere are no material legal or arbitration proceedings (including proceedings which are pending or threatened of which Directors are aware) that may have or have had, during the 12-month period preceding the Last Practicable Date, a material effect on the financial position of the Company.

10. MATERIAL CONTRACTSOther than in the normal course of business the Company has not entered into any material agreements within the previous three years.

11. EXPERT’S CONSENTSThe consents of the various experts have been provided as set out in paragraph 31 on page 30 of the Circular.

12. DOCUMENTS AVAILABLE FOR INSPECTIONThe documents available for inspection are set out in paragraph 33 on page 30 of the Circular of which these Revised Listings Particulars forms part.

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Annexure 8

BORROWINGS

1. MATERIAL LOANS

The table below sets out information as at the Last Practicable Date, regarding material loans advanced to the Company.

Before Proposed Property Investments and Rights Offer

Lender Nature Details of security Terms and condi-tions of repay-ment

Interest rate

Balance out-standing 31

Dec 2014 (P’000)

African Bank-ing Corporation

Term loan

First covering mortgage bond over Lots 22017 and 22018 valued at P12,200,000

Moratorium on repayments until 31 January 2016. Capital and interest will be repaid in 105 equal instal-ments.

Prime less 1.5%

4,320

First National Bank

Term loan

Mortgage bond over Lots 1124 to 1130 (4th and 5th), (1116, 1117 and 1840 (part of)), and 758 in Gaborone valued at P23,500,000, P8,000,000 and P5,000,000 respec-tively Also secured over Lot 914 (first cover-ing) in Kasane valued at P1,500,000 and Lot 50369 valued at P8,000,000

Three individual loans repayable in monthly instal-ments of P133,682, P121,951 and P101,426.

Prime less 1.5%

11,060

Barclays Bank Term loan

Covering mortgage bond over Lot 54353 for P90,000,000

Loan taken by Three Partners Resorts Limited and is repayable in 120 monthly instalments of P1,165,200.

Prime less 2.75%

72,120

BIFM Capital Investment Fund One

Term loan

Promissory Note for RDC is unsecured while Promissory Note for Three Partners Limited is secured by a covering mortgage bond over Lot 54353 for P60,000,000

Two Promissory Notes, compounded semi-annually. Due 31 March and 30 September each year.

10.2% and 9.45%

(both fixed)

141,869

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2. DEBENTURES

Details of the Debentures are set out in paragraph 22 on page 28 of the Circular.

3. COMMITMENTS AND/OR CONTINGENT LIABILITIES

Save as disclosed above and elsewhere in this Circular, no further material commitments and/or contingent liabilities have been made or exist in the Company.

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Annexure 9

LOANS RECEIVABLE

1. Material Loans

The Company, as at the Last Practicable Date, did not advance any material loans. The Company, from time to time, does however transact with related party companies controlled by Realestate Financiere SA in the normal course of business. The nature of any amounts receivable from such transactions is short-term in nature.

2. Loans to DirectorsNo loans have been made to directors as at 31 December 2014, or as at the last practicable date.

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