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REG-Grit Real Estate Income Group Disposal of interests in Acacia Estates and Bora Africa to the group’s development subsidiary, Gateway Real Estate Africa

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   Grit Real Estate Income Group (GR1T)
   Disposal of interests in Acacia Estates and Bora Africa to the group’s
   development subsidiary, Gateway Real Estate Africa

   29-Jan-2024 / 12:30 GMT/BST

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   THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
   INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO.
   596/2014) (AS AMENDED) AS IT  FORMS PART OF UK  DOMESTIC LAW BY VIRTUE  OF
   THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND OTHER IMPLEMENTING  MEASURES.
   UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS  NOW
   CONSIDERED TO BE IN THE PUBLIC DOMAIN.

    

   GRIT REAL ESTATE INCOME GROUP LIMITED

   (Registered in Guernsey)

   (Registration number: 68739)

   LSE share code: GR1T
                                                                             
   SEM share code (dual currency trading): DEL.N0000 (USD) / DEL.C0000(MUR)

   ISIN: GG00BMDHST63

   LEI: 21380084LCGHJRS8CN05

   (“Grit” or the “Company” and, together with its subsidiaries, the
   "Group")

    

    

     DISPOSAL OF INTERESTS IN ACACIA ESTATES AND BORA AFRICA TO THE GROUP’S
               DEVELOPMENT SUBSIDIARY, GATEWAY REAL ESTATE AFRICA

                                        

    

   The board of  Directors (the  "Board") of  Grit Real  Estate Income  Group
   Limited, a leading  pan-African real estate  company focused on  investing
   in, developing and  actively managing  a diversified  portfolio of  assets
   underpinned by  predominantly US$  and Euro  denominated long-term  leases
   with high quality multi-national tenants, today announces the disposal  of
   its interests in Bora Africa and the partial disposal of its interests  in
   a diplomatic housing  asset in Mozambique  ("Acacia Estates"), to  Gateway
   Real Estate Africa (“GREA”), the Group’s development subsidiary.

   Executive summary:

    

     • GREA’s shareholders,  Grit and  the Public  Investment Corporation  of
       South Africa ("PIC")  acting in  its capacity as  the nominated  asset
       manager and duly authorised agent of the Government Employees  Pension
       Fund (“GEPF”), have  conditionally agreed  to subscribe,  pro rata  to
       their existing shareholdings (as between  themselves), for a total  of
       US$100 million of new equity in GREA (the "GREA Capital Raise").
     • Grit will, conditional upon shareholder approval, meet its obligations
       to the GREA Capital  Raise with proceeds raised  from the disposal  of
       its interests in Bora Africa and the partial disposal of its interests
       in Acacia Estates  to GREA.  The remaining funds  (receivable in  cash
       from PIC)  will  provide GREA  with  the opportunity  to  develop  new
       industrial and logistics assets and enable it to expand its diplomatic
       housing  portfolio.  These  disposals  are  considered  related  party
       transactions for the purposes  of the Listing  Rules and are  together
       considered a Class 2  transaction (the “Related Party  Transactions”).
       Details include:

    1. Grit disposing of a 99.9% interest in Bora Africa, Grit’s wholly-owned
       subsidiary that invests in logistics, light industrial,  manufacturing
       and digital infrastructure properties to  GREA for US$50.7 million,  a
       value derived from the independently appraised property valuation  and
       latest audited NAV at 30 June 2023; and
    2. Grit selling to GREA a 48.5  per cent. interest in Acacia Estates  for
       an aggregate  consideration  of US$19.6  million  (comprising  US$14.3
       million for the sale of the equity interests plus approximately US$5.3
       million for  the assignment  of the  shareholder loans  (subject to  a
       completion  accounts   adjustment)),   a  value   derived   from   the
       independently appraised property valuation  and latest audited NAV  at
       30 June 2023. Grit will then retain a 5.0 per cent. interest in Acacia
       Estates.

     • A  circular   containing  further   details  on   the  Related   Party
       Transactions pursuant to Listing Rule 13.6, and also the GREA  Capital
       Raise (the “Circular”)  will be  sent to shareholders  today and  made
       available       on        the       Company’s        website        at
       www.grit.group/investor-relations/documents-circulars/.

     • GREA’s results are to be consolidated with Grit’s with effect from  30
       November 2023,  as  described  in  paragraph 4.3  of  Part  2  of  the
       Circular. This  means that  the disposed  assets will  continue to  be
       consolidated following the  conclusion of the  above transactions  and
       the Group’s net asset  value will be unchanged  post the GREA  Capital
       Raise.
     • The cash  proceeds  received will  be  used to  fund  Grit's  (US$51.5
       million) participation  in the  GREA Capital  Raise with  the  balance
       (US$18.8  million)  used  to  reduce  the  Group's  inter-company  and
       external indebtedness and replenish its working capital facilities.

   Transaction summary

    

   Net debt will be transferred with the properties as part of the  disposal.
   Transaction values are  therefore equal to  the NAV disposed  of plus  the
   repayment of Grit's shareholder loans:

             Gross      NAV 100%       %       NAV    Shareholder
   Asset   property      (incl.     Disposed disposed    loans    Transaction
             value    shareholder      of       of      repaid       value
            (100%)       loans)
   Bora    $79.3mln     $2.8mln      99.9%   $2.8mln   $47.9mln    $50.7mln
   Africa
   Acacia  $71.6mln     $29.4mln     48.5%   $14.3mln   $5.3mln    $19.6mln
   Estates
   Total   $150.9mln                                               $70.3mln

    

   The gross assets subject  of the Bora Investment  and the DH Disposal  are
   US$150.9 million in aggregate. There is  not expected to be any change  in
   the key individuals important  to the business or  the companies that  are
   the subject of the Class 2 transaction.

   Bronwyn Knight, CEO of Grit, commented:

   “The disposal of properties at or close to book value achieves the Board’s
   strategy of additional asset recycling and further reinforces the  Group’s
   audited net asset value  at 30 June 2023.  By concluding the GREA  Capital
   Raise with  these proceeds,  the Group  (including GREA)  receives a  cash
   injection of  US$48.5 million  from the  PIC’s subscription  at NAV.  This
   equity will be invested by GREA into further development projects that are
   expected to meaningfully contribute to ESG impact, accelerated NAV  growth
   and fee income generation to the  Group as is contemplated under the  Grit
   2.0 strategy.”

   Further detailed information

    1. Introduction

   Since inception, Grit has  pursued an investment  strategy of owning  high
   quality real estate assets across multiple African geographies  (excluding
   South  Africa)  and  across   multiple  asset  classes   to  let  to   its
   multi-national tenants.

   More recently, Grit has been focusing its efforts on simplifying the Group
   structure and securing  a pipeline  of highly  accretive transactions,  in
   what the  Company believes  to  be defensive  asset classes  in  resilient
   jurisdictions. In  addition, the  Board  has been  seeking to  secure  the
   Group's long-term growth with  the recently concluded phased  acquisitions
   of controlling interests in Gateway Real Estate Africa Ltd (the member  of
   the Grit Group through which  Grit undertakes its development  activities)
   and Africa Property Development Managers Limited ("APDM") (a member of the
   Grit Group which provides asset management and advisory services to GREA).

   These actions laid the foundations of the Grit 2.0 growth strategy,  which
   includes recycling capital away from non-core assets and moving it towards
   infrastructure  and  impact  assets   (comprising  light  industrial   and
   logistics, corporate  and  consular accommodation,  healthcare,  and  data
   centres).

   Another part of  the Grit  2.0 strategy is  to organise  the Group's  real
   estate assets into logical sector groupings. This strategy is designed  to
   facilitate development activities,  to increase the  value of the  Group's
   assets and to generate fee income for the Group.

   Grit has identified opportunities to create a specialist property platform
   investing in  industrial assets  and to  consolidate the  Group's  current
   diplomatic housing assets. To take  advantage of these opportunities,  the
   Grit Group proposes to enter into two transactions which include: (i)  the
   disposal of  its interests  in industrial  assets to  GREA; and  (ii)  the
   partial sale of its interests in a diplomatic housing asset to GREA,  both
   at a price based on the audited book value as at 30 June 2023.

   GREA has  two  ultimate shareholders:  Grit  owns a  combined  direct  and
   indirect 54.2 per cent. interest in GREA, and (excluding the interest held
   indirectly through Grit)  Public Investment Corporation  of South  Africa,
   acting in its capacity as the nominated asset manager and duly  authorised
   agent  of  the  Government  Employees  Pension  Fund  owns,  directly  and
   indirectly, the remaining 45.8 per cent. interest in GREA. GREA intends to
   issue a call  notice to  its shareholders and  Grit and  PIC have  agreed,
   conditional upon Shareholder  approval of the  Related Party  Transactions
   being  obtained,  to   subscribe  pro  rata   to  their  existing   direct
   shareholdings (as between  themselves) for  a total of  US$100 million  in
   cash (the "GREA  Capital Raise"). Grit  will meet its  obligations to  the
   GREA  Capital  Raise   with  proceeds  raised   from  the  Related   Party
   Transactions, whilst  the  remaining  funds (receivable  from  PIC),  will
   provide GREA with the opportunity to develop new industrial and  logistics
   assets and enable it to expand its diplomatic housing portfolio.

   PIC is deemed  to be a  "related party"  of Grit under  the Listing  Rules
   because it holds 20.8 per  cent of Grit's issued  share capital as at  the
   Latest Practicable Date and is  therefore a "substantial shareholder".  In
   addition, GREA is  deemed to be  an "associate" of  PIC under the  Listing
   Rules as a result of PIC’s 45.8  per cent interest in GREA (excluding  the
   interest held indirectly through Grit) as at the Latest Practicable  Date.
   Accordingly, transactions between the Grit  Group and GREA are  considered
   related party transactions for the purposes of the Listing Rules.

   Given that the Company has a  secondary listing on the Official Market  of
   the SEM, provisions of Chapter 13  of the SEM Listing Rules pertaining  to
   "Related Party Transactions" do not apply.

   Certain of the transactions referred to in the Circular therefore  require
   Shareholder approval in accordance with the Listing Rules. Accordingly,  a
   general meeting at which Shareholders will be asked to approve the Related
   Party Transactions (as more fully set out in the Notice of General Meeting
   contained in Part 4 (Notice of General Meeting) of the Circular) is  being
   convened for 1.00  p.m. (MUT) /  9.00 a.m.  (GMT) on 16  February 2024  at
   Unity Building, The  Precinct, M2 Junction,  B11 Fond du  Sac Road,  Grand
   Baie, 31301, Mauritius (the "General Meeting"). Further information on the
   arrangements for the General Meeting are set out in paragraph 8 below.

    2. Board support

   The Board  considers the  Related Party  Transactions to  be in  the  best
   interests of  Shareholders  as a  whole  and unanimously  recommends  that
   Shareholders vote or  procure votes  in favour  of the  Resolutions to  be
   proposed at the General Meeting, as the Directors intend to do in  respect
   of their aggregate shareholdings in the Company representing approximately
   3.6 per cent.  of the  Company’s current issued  share capital  as at  the
   Latest Practicable Date.

    3. Description of,  background  to  and reasons  for  the  Related  Party
       Transactions and the GREA Capital Raise

   The purpose of the Related Party  Transactions and the GREA Capital  Raise
   is to facilitate the expansion  of GREA's development activities. GREA  is
   the member of the Grit Group through which Grit undertakes its development
   activities. GREA intends to expand its development activities in two areas
   where it has a track record of success, namely: (i) developing  industrial
   and logistics assets across Africa  which it intends to implement  through
   its industrial  property  platform;  and (ii)  establishing  a  diplomatic
   housing portfolio  across the  African continent  for the  US  Government,
   Governments  of  other  countries  and  multi-national  companies.  It  is
   intended that such assets  will either be sold  or held as investments  of
   the Group. Details of GREA's proposed expansion activities are set out  in
   the following paragraphs.

   The Bora Investment - Industrial property platform

   Grit has  identified  an  opportunity  to  create  a  specialist  property
   platform to  invest  in  logistics, light  industrial,  manufacturing  and
   digital infrastructure properties. Bora Africa, a wholly-owned  subsidiary
   of Grit (indirectly through  GSL), has been  established for this  purpose
   and was seeded with six property assets in Kenya and Mozambique (the "Bora
   Assets") from GSL as  well as a shareholder  loan from GSL (the  "GSL/Bora
   Loan").  Bora  Africa   has  a  pipeline   of  predominantly   development
   opportunities, which GSL does not  currently have the capital to  develop.
   Further details of Bora Africa's assets are set out on page 195 of  Grit's
   2023 Accounts published on 31 October 2023.

   In order  to  implement  Grit's  expansion  strategy  in  respect  of  its
   industrial assets, GREA has committed to investing in Bora Africa pursuant
   to the terms  of a subscription  and loan agreement  entered into  between
   GSL, GREA and Bora  Africa dated 29 January  2024 (the "Bora  Subscription
   and Loan Agreement").

   Pursuant to  the  Bora Subscription  and  Loan Agreement,  conditional  on
   Shareholder approval  being obtained,  GREA has  agreed to  subscribe  for
   9,999 ordinary shares in  Bora Africa representing 99.9  per cent. of  the
   enlarged issued share capital in Bora Africa (the "Bora Subscription") for
   an aggregate  subscription  price  of  US$9,999  (the  "Bora  Subscription
   Price"). In addition, pursuant to the Bora Subscription and Loan Agreement
   and conditional on the Bora Subscription, GREA has agreed to advance  Bora
   Africa  US$50.7  million  (subject   to  adjustments  pursuant  to   final
   completion accounts) by way  of a shareholder  loan (the "GREA/Bora  Loan"
   and,  together  with  the  Bora  Subscription,  the  "Bora   Investment").
   Following the Bora Investment, Bora Africa will use the proceeds to  repay
   the GSL/Bora Loan in full. The Bora Investment represents an amount  equal
   to Bora Africa's  net asset  value as at  30 June  2023 (plus  shareholder
   debt), which was derived  from the Group's audited  accounts for the  year
   ended 30 June 2023.

   In addition, a subordinated  hybrid note will  be issued to  International
   Finance Corporation, a member of the  World Bank Group ("IFC") in the  sum
   of approximately US$16.9 million  in order to  fund Bora Africa's  initial
   pipeline. As at the Latest Practicable Date, no funds had been drawn down.
   Bora Africa is in advanced discussions with IFC in respect of the issue of
   a further subordinated  hybrid note  in the sum  of approximately  US$13.1
   million.

   As GREA is a  related party of Grit,  accordingly, the Bora Investment  as
   set out in the  Bora Subscription and Loan  Agreement (being an  agreement
   entered into between a  subsidiary undertaking of a  listed company and  a
   related  party)  is  conditional  on  Shareholder  approval,  as   further
   described on paragraph 5 below.

   The DH Disposal - Consolidation of diplomatic housing assets

   Diplomatic Holdings Africa Ltd ("DH Africa"), a wholly-owned subsidiary of
   GREA, has been established as a specialist property platform investing  in
   diplomatic housing and other  sovereign-backed property assets in  Africa.
   DH Africa will be used by the Grit Group as the platform for future growth
   in diplomatic housing.

   GREA currently  holds  (or  will hold)  three  diplomatic  housing  assets
   through DH Africa, which were internally developed, and has several future
   developments which are  either under  consideration or in  the process  of
   being negotiated.

   GSL (a wholly-owned subsidiary  of Grit) currently owns  a 53.5 per  cent.
   interest in one of  those assets (excluding  the interest held  indirectly
   through GREA), Acacia Estates, a diplomatic housing complex in Mozambique,
   with GREA owning the remaining 46.5  per cent. Acacia Estates is the  only
   diplomatic housing asset that the Grit Group holds outside its interest in
   GREA.

   As part of the implementation of the Company's consolidation strategy,  it
   is intended that GSL will: (i) sell to GREA (or its nominee, DH Africa), a
   48.5 per cent. interest in  Acacia Estates for an aggregate  consideration
   of US$14.3 million, and (ii) will  assign its interest in its  shareholder
   loans related  to Acacia  Estates  to GREA  (or  its nominee),  DH  Africa
   (valued at US$5.3 million subject  to final completion accounts) (the  "DH
   Disposal"). Following  the DH  Disposal, GSL  will retain  a 5  per  cent.
   interest in Acacia Estates.

   The sale price of US$14.3 million  for the 48.5 per cent. equity  interest
   represents an amount equal  to 48.5 per  cent. of the  net asset value  of
   Acacia Estates as at 30 June 2023 (excluding shareholder debt). This value
   was derived by applying a 2.0 per cent. reduction to the value audited  by
   the Company's external auditors as at  30 June 2023 to reflect changes  in
   market pricing over the period

   GSL's debt and  equity interests in  Acacia Estates are  held via  certain
   subsidiary companies. The DH  Disposal will be effected  on the terms  set
   out in a share purchase agreement  between, amongst others, GSL, GREA  and
   the relevant  subsidiary  companies  dated  29  January  2024  ("DH  Share
   Purchase Agreement"). Further details of  the DH Share Purchase  Agreement
   are set out in the Circular to be sent to shareholders.

   As indicated above, GREA is a related party of Grit and, accordingly,  the
   DH Disposal which will be  effected on the terms set  out in the DH  Share
   Purchase Agreement (being an agreement  entered into between a  subsidiary
   of a listed company (i.e. GSL, GREA and the relevant subsidiary companies)
   and a related party (i.e. GREA)) is conditional on Shareholder approval as
   further described in paragraph 5 below.

   Further details of Acacia Estates are set out on page 195 of the Company's
   2023 Accounts published on 31 October 2023.

   The Bora Investment and the DH  Disposal, together, constitute a "Class  2
   transaction" for the purposes of the Listing Rules. The net annual rent as
   of 30 June 2023 that is attributable to the assets that are the subject of
   the Bora Investment  and the  DH Disposal is  US$11,779,822 in  aggregate.
   There is not expected to be any change in the key individuals important to
   the business  or  the  companies that  are  the  subject of  the  Class  2
   transaction.

   APDM Transaction

   While  the  APDM  Transaction  described  below  is  considered  to  be  a
   transaction in the ordinary course of business on normal market terms, and
   therefore not a  related party  transaction under the  Listing Rules,  the
   following information is provided as context and rationale associated with
   the Bora Investment and the DH Disposal.

   As GREA does not have its own  employees and staff, APDM (a member of  the
   Grit Group  of which  Grit holds  a  78.95 per  cent. interest)  has  been
   contracted to provide asset  management and advisory  services to GREA  in
   respect of GREA's directly and indirectly held investments, pursuant to an
   asset management and  advisory services agreement.  Pursuant to the  asset
   management and advisory services agreement, a management fee is payable to
   APDM, which shall  not exceed  1.50 per cent.  per annum  of GREA's  total
   assets under management.

   Following the completion of the  Related Party Transactions, each of  Bora
   Africa and  GREA  (or its  nominee,  DH Africa)  will  require  management
   support services.  Accordingly,  wholly-owned subsidiaries  of  APDM  have
   contracted GSL (a wholly-owned member of  the Grit Group) to provide  full
   turn-key management services to both Bora Africa and GREA (or its nominee,
   DH Africa),  pursuant  to the  Asset  Management Agreements  and  Property
   Services Management Agreements.  Undertaking such  activities to  generate
   this type of  fee income  to the  Group is  consistent with  the Grit  2.0
   strategy.

    4. Use of proceeds

   The proceeds received by Grit (being, US$50.7 million (as adjusted by  the
   relevant completion  accounts)  in relation  to  the Bora  Investment  and
   US$19.6 million  (as  adjusted by  the  relevant completion  accounts)  in
   relation to the DH Disposal) in respect of the Related Party  Transactions
   are intended to be used to fund Grit's (US$51.5 million) participation  in
   the GREA Capital Raise  with the balance (US$18.8  million) to be used  to
   reduce the Group's inter-company  and external indebtedness and  replenish
   its working capital facilities.

    5. Related Party Transactions

   As at the date of the Circular, the following persons are related  parties
   of the Company:

     • PIC; and
     • GREA,

   (together the "Related Parties" and each a "Related Party").

   A person can  be a related  party for  a number of  reasons, including  by
   virtue of the size of its holding  in a company. Under the Listing  Rules,
   an associate of such  person can also be  a related party. Furthermore,  a
   transaction or arrangement by a  listed company includes a transaction  or
   arrangement by its subsidiary undertakings.

   The Related Parties are  deemed to be related  parties of the Company  for
   the purposes  of  the  Listing  Rules:  (i) in  the  case  of  PIC,  as  a
   substantial shareholder by  virtue of its  20.8 per cent.  holding in  the
   Company's issued share capital; and (ii) in the case of GREA, by virtue of
   GREA being an  associate of PIC  as PIC has  (excluding the interest  held
   indirectly through Grit) a direct and  indirect 45.8 per cent. holding  in
   GREA's issued share capital.

   Shareholder approval is being sought at the General Meeting, in accordance
   with the Listing  Rules, for the  Related Party Transactions  as the  Bora
   Investment and the DH Disposal  constitute related party transactions  for
   the purposes of the Listing Rules.

   Accordingly, the Directors  are proposing the  Resolutions at the  General
   Meeting, the effect of which is to approve each Related Party  Transaction
   for the purposes of Listing Rule  11. Each Related Party Transaction  will
   not proceed unless the relevant  Resolution is passed. Neither  Resolution
   is conditional  on the  other passing.  Each of  the Related  Parties  has
   undertaken not to vote  the Ordinary Shares in  which it is interested  in
   respect of the Resolutions  and will take all  reasonable steps to  ensure
   that its associates will also abstain from voting on such Resolutions.

    6. Benefits of the Related Party Transactions

   The Directors believe that the  entry into the Related Party  Transactions
   will have the following benefits for Shareholders:

     • The disposals by Grit, of US$150.9  million worth of properties at  or
       close to book value, achieves the Board’s strategy of additional asset
       recycling and further reinforces the  Group’s audited net asset  value
       at 30 June 2023.
     • By virtue of concluding  the GREA Capital Raise  with the proceeds  of
       these disposals, the Group (including GREA) receives a cash  injection
       of US$48.5 million from  the PIC’s subscription  pursuant to the  GREA
       Capital Raise.
     • The cash injection will be  invested by GREA into further  development
       projects which are expected to meaningfully contribute to ESG  impact,
       accelerated NAV growth and fee income  generation to the Group (as  is
       contemplated under the Grit 2.0 strategy).
     • Entering  into  the  Asset  Management  Agreements  and  the  Property
       Services Management Agreements will result in the Grit Group receiving
       100 per cent.  of the management  fees payable by  Bora Africa and  DH
       Africa whilst only incurring 54.2 per  cent. of the cost by virtue  of
       Grit's 54.2 per cent. ownership of GREA.
     • Ringfenced and  adequately  resourced sector  strategy  sub-structures
       allow for the introduction of minority equity partners and  additional
       mezzanine  capital  support  from  development  finance   institutions
       ("DFI's"). These are intended to achieve a "capital light" approach to
       generating real  estate returns  as contemplated  under the  Grit  2.0
       strategy.

    7. Considerations associated with the Related Party Transactions

   Shareholders should  note that  the  Grit 2.0  strategy is  predicated  on
   creating structures to  generate income  from assets for  which the  Group
   does not hold 100 per cent. of the equity interest. In the event that  the
   Related Party Transactions  are not approved,  Grit would not  be able  to
   fund its pro  rata proportion of  the GREA Capital  Raise with the  result
   that GREA will not have sufficient  capital to continue with its  proposed
   development of  the  industrial  and diplomatic  housing  assets,  thereby
   reducing Grit's ability to generate fee income in the future.

    8. General Meeting

   The General Meeting has been convened for 1.00p.m. (MUT) / 9.00  a.m./p.m.
   (GMT) on 16 February 2024.

   Resolution 1 which will  be proposed as an  ordinary resolution, will,  if
   passed, approve  the Bora  Investment on  the terms  set out  in the  Bora
   Subscription and Loan Agreement.

   Resolution 2 which will  be proposed as an  ordinary resolution, will,  if
   passed, approve the  DH Disposal  on the  terms set  out in  the DH  Share
   Purchase Agreement.

   As stated above, the Resolutions are not inter-conditional.

   An ordinary resolution requires a  simple majority of members entitled  to
   vote and present in person  or by proxy to vote  in favour of it in  order
   for it to be passed.

   Subject to  the  undertakings from  the  Related Parties  referred  to  in
   paragraph 5 above, all Shareholders are entitled to attend and vote at the
   General Meeting. In accordance with the Articles, all Shareholders present
   in person or by proxy shall upon a show of hands have one vote and upon  a
   poll shall have one vote in respect of each Ordinary Share held. In  order
   to ensure that a quorum is present at the General Meeting, it is necessary
   for one Shareholder holding  five per cent. or  more of the voting  rights
   available at the General  Meeting to be present,  whether in person or  by
   proxy (or, if a corporation, by a representative).

    

   By Order of the Board

    

   29 January 2023

    

   FOR FURTHER INFORMATION, PLEASE CONTACT:

    

   Grit Real Estate Income Group Limited                      
   Bronwyn Knight, Chief Executive Officer                   +230 269 7090
   Darren Veenhuis, Investor Relations                       +44 779 512 3402
                                                              
   Cavendish Capital Markets Limited – UK Financial Adviser
                                                              
    
   James King/Teddy Whiley (Corporate Finance)               +44 20 7220 0500
   Justin Zawoda-Martin / Daniel Balabanoff / Pauline Tribe  +44 20 3772 4697
   (Sales)
                                                              
   Perigeum Capital Ltd – SEM Authorised Representative and   
   Sponsor
   Shamin A. Sookia                                          +230 402 0894
   Kesaven Moothoosamy                                       +230 402 0898
                                                              
   Capital Markets Brokers Ltd – Mauritian Sponsoring Broker  
   Elodie Lan Hun Kuen                                       +230 402 0280

    

   NOTES:

   Grit Real Estate Income Group Limited is the leading pan-African woman led
   real estate  company  focused on  investing  in, developing  and  actively
   managing a diversified portfolio of  assets in carefully selected  African
   countries  (excluding  South  Africa).   These  high-quality  assets   are
   underpinned by  predominantly US$  and Euro  denominated long-term  leases
   with a wide range  of blue-chip multi-national  tenant covenants across  a
   diverse range of robust property sectors.

    

   The Company is committed to  delivering strong and sustainable income  for
   shareholders, with the potential for income and capital growth.

    

   The Company holds  its primary listing  on the Main  Market of the  London
   Stock Exchange (LSE: GR1T and a dual currency trading secondary listing on
   the Stock Exchange of Mauritius (SEM: DEL.N0000 (USD) / DEL.C0000 (MUR)).

    

   Further information on the Company is available at  1 http://grit.group.

   Directors:  Peter  Todd  (Chairman),   Bronwyn  Knight  (Chief   Executive
   Officer)*, Leon van de Moortele  (Chief Financial Officer)*, David  Love+,
   Catherine McIlraith+, Jonathan Crichton+,  Cross Kgosidiile, Nigel  Nunoo+
   and Lynette Finlay+.

   (* Executive Director) (+ independent Non-Executive Director)

   Company secretary: Intercontinental Fund Services Limited

   Registered address: PO  Box 186,  Royal Chambers, St  Julian's Avenue,  St
   Peter Port, Guernsey GY1 4HP

   Registrar and  transfer  agent (Mauritius):  Intercontinental  Secretarial
   Services Limited

   UK Transfer secretary: Link Market Services Limited 

   SEM authorised representative and sponsor: Perigeum Capital Ltd

   Mauritian sponsoring broker: Capital Markets Brokers Ltd

    

    

   This notice is issued pursuant to the FCA Listing Rules, SEM Listing Rules
   15.24 and the  Mauritian Securities  Act 2005.  The Board  of the  Company
   accepts full responsibility for the accuracy of the information  contained
   in this communiqué.

    

    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          GG00BMDHST63
   Category Code: DIS
   TIDM:          GR1T
   LEI Code:      21380084LCGHJRS8CN05
   Sequence No.:  300352
   EQS News ID:   1825249


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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