(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: STP.BH JSE share code: STP
ISIN: BMG8465Y1093
(?Stenprop? or ?the company?)



  Shareholders are advised that Stenprop has reached agreement to dispose of its office building located in Pilgrim Street,
  London (?the Property?) via a sale of all the shares of Normanton Properties Limited (?Normanton?), the special purpose
  vehicle which owns the Property, for a consideration which values the Property at #80.9 million and which will release cash
  proceeds of approximately #43.1million after sales costs and the repayment of external debt.


  In June 2017, Stenprop announced that it had made a significant investment into the multi-let industrial sector in the United
  Kingdom (the ?MLI sector?), through the acquisition of a large MLI portfolio and management platform (the ?Industrials
  acquisition?). The Industrials acquisition was in line with the company?s strategy to actively recycle assets into
  opportunities with better growth potential and reflected Stenprop?s view that the MLI sector would, on a sustainable basis,
  deliver superior earnings growth to that of the other sectors in which it is invested.

  Stenprop remains of this view and the disposal of the Property ? at a premium to its current book value of #78 million -
  is in line with this strategy. It is proposed that the net proceeds from the disposal will be used to fund further acquisitions
  in the MLI sector and reduce the short-term borrowings used to fund the Industrials acquisition, better positioning the
  company to deliver on its objective of establishing itself as a leading player in the MLI sector.


  Under the terms of a Sale and Purchase Agreement signed on 20 November 2017 (?the SPA?), Stenprop (UK) Limited
  (?Stenprop UK?), a wholly owned subsidiary of Stenprop, will sell all the shares in Normanton with effect from the date of
  completion of the transaction. Subject to fulfilment of the condition mentioned below, completion is expected to be on 20
  December 2017, but no later than 12 January 2018 (unless these dates are extended by the parties). Once the condition
  mentioned below is satisfied, failure to complete by this date due to a default by the buyer will result in Stenprop UK
  retaining the deposit of #4.035 million which was paid by the buyer on exchange.

  The buyer will acquire Normanton from Stenprop UK for an aggregate initial consideration of #10.8 million, which is based
  on the estimated net asset value of Normanton (the ?purchase consideration?), which values the Property at #80.9 million.
  In addition, the buyer will fund the repayment of a shareholder loan owing by Normanton to Stenprop UK of approximately
  #32.3 million. The purchase consideration is subject to a further post-completion adjustment to take account of any
  difference between the actual and the estimated net asset value at completion.

  Completion is conditional upon the buyer receiving a credit approved term sheet from a lender or lenders on commercially
  acceptable terms that debt finance will be available to the buyer at completion for the purpose of funding the acquisition
  of the shares. Failure to fulfil this condition by no later than 8 December 2017 (unless this date is extended by the parties)
  will result in termination of the SPA, and Stenprop UK retaining #250,000 from the deposit paid by the buyer on exchange.

  Normal warranties and indemnities for a transaction of this nature have been provided by Stenprop UK. However, as the
  Buyer is proposing to obtain warranty and indemnity insurance, Stenprop UK?s liability for breach of general warranties is
  agreed to be capped at #1 under the SPA. Stenprop has guaranteed the performance of Stenprop UK for its obligations
  under the terms of the SPA.

                                                                                                               average rental
                                                                                                               per     square
                                                  Geographic location                                          metre*
           Property name                          (UK)                   Sector               NIA (sq.m)       (# psm)
 1         Pilgrim Street                         Central London         Office               9,967            416

     The value attributable to the Property, as determined in accordance with Royal Institution of Chartered Surveyors standards
     by Jones Lang LaSalle Limited, an external valuer, in Stenprop?s consolidated statement of financial position at 31 March
     2017 was #78 million, being 10% of the total portfolio asset value. This compares with the value derived from the purchase
     consideration of #80.9 million. The after tax EPRA earnings attributable to Normanton in Stenprop?s consolidated statement
     of comprehensive income for the year ended 31 March 2017 was #2,321,790.


     The disposal of Normanton is classified as a category 2 transaction in terms of the JSE Listings Requirements. Accordingly,
     it is not subject to approval by shareholders.

Stenprop has a primary listing on the Main Board of the JSE and a secondary listing on the BSX.

21 November 2017

JSE sponsor
Java Capital

Bermuda Stock Exchange sponsor
Estera Securities (Bermuda) Limited