GR1T — Grit Real Estate Income News Story

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REG - Grit Real Estate Inc - Director/PDMR Shareholding

Grit Real Estate IncomeAnnouncement

16/03/2022 07:45

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RNS Number : 9496E Grit Real Estate Income Group 16 March 2022

GRIT REAL ESTATE INCOME GROUP LIMITED

(Registered in Guernsey)

(Registration number: 68739)

LSE share code: GR1T

SEM share code: DEL.N0000

ISIN: GG00BMDHST63

LEI: 21380084LCGHJRS8CN05

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

DEALING IN SECURITIES BY DIRECTOR/PERSON DISCHARGING MANAGERIAL
RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

The board of directors (the "Board") of Grit Real Estate Income Group Limited
has been notified of dealings by Directors and Persons Discharging Managerial
Responsibilities ("PDMRs"). All dealings took place at the market price of
USD0.50 per share and were executed on 15 March 2022. The dealings pertained
to a restructure of certain of Grit management's holdings and interests in the
Group.

Bowwood and Main No 117 (Pty) Ltd ("Bowwood"), an investment vehicle holding
3,163,273 Grit ordinary shares, was initially indirectly owned 50% by Bronwyn
Knight (CEO of Grit) and 50% by Sandile Nomvete (one of the original
co-founders and previous chairman of Grit).

With this transaction, Bowwood's ownership and funding has being restructured,
with additional members of Grit's senior management investing in Bowwood. The
key elements include:

· As a result of an equity recapitalisation in Bowwood, Mr Nomvete's
interests in Bowwood have been diluted to 0.003% in favour of new incoming
shareholders as follows:

PDMR / beneficial owner Post recapitalisation interest in Bowwood Change
Bronwyn Knight (CEO, PDMR) 43.81% -6.19%
Leon van de Moortele (CFO, PDMR) 17.59% +17.59%
Gregory Pearson (co-founder) 23.31% +23.31%
Other Group senior management 15.29% +15.29%

· An additional 3,000,000 Grit ordinary shares, indirectly
beneficially owned by Bronwyn Knight, are to be transferred from Freedom Asset
Management, to Pangea Holdings 2 Limited ("Pangea"), a 100% owned subsidiary
of Bowwood.

· Following the transfer, Bowwood will directly and indirectly own
6,163,273 Grit ordinary shares (1.3% of Grit's issued share capital).

· The 6,163,273 Grit ordinary shares directly and indirectly owned by
Bowwood are committed to be pledged as security against loan facilities from
Grindrod Bank.

The resultant effect on aggregate beneficial ownership of Grit ordinary shares
by PDMRs, Greg Pearson and senior management, represented in Bowwood and its
subsidiary, are set out below:

Prior total beneficial interest in Grit Prior % ownership in Grit New total beneficial interest in Grit New % ownership in Grit

(number of shares) (number of shares)
Bronwyn Knight 7,331,655 1.54% 6,127,400 1.28%
Leon van de Moortele 2,557,349 0.54% 3,015,348 0.63%
Gregory Pearson 1,142,781 0.24% 1,963,271 0.41%
Other senior management represented in Bowwood

1,834,359 0.38% 2,776,520 0.58%
Total 12,866,144 2.70% 13,882,539 2.90%

The Notification of Transaction Form provided in accordance with the
requirements of the MAR in relation to the transaction listed above is set out
below.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name of PDMR
b. Name of PCA Freedom Asset Management
2 Reason for notification
a. Position/Status Bronwyn Knight, CEO of Grit, is a shareholder of the PCA

b. Initial notification/ Initial Notification

Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GRIT REAL ESTATE INCOME GROUP LIMITED
b. LEI 21380084LCGHJRS8CN05
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a. Description of the financial instrument, type of instrument Ordinary shares of No Par Value

Identification Code

GG00BMDHST63
b. Nature of the transaction Release of pledge over Grit shares, and transfer of Ordinary shares to Pangea
Holdings II, a wholly-owned subsidiary of Bowwood and Main No.117 Proprietary
Limited

c. Price(s) and volume(s) Price(s) Volume(s) Total(s)
USD 0.50 3,000,000 USD 1,500,000

d. Aggregated information: Single transaction

As above
• Aggregated Volume

• Price
e. Date of the transaction 2022-03-15
f. Place of the transaction Stock Exchange of Mauritius

Aggregated information:

• Aggregated Volume

• Price

Single transaction

As above

Date of the transaction

2022-03-15

Place of the transaction

Stock Exchange of Mauritius

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name of PDMR
b. Name of PCA Pangea Holdings 2 Limited
2 Reason for notification
a. Position/Status Bronwyn Knight, CEO of Grit, is a shareholder and director of the PCA's owner
(Bowwood and Main No.117 Proprietary Limited)

b. Initial notification/ Initial Notification

Identification Code

GG00BMDHST63

b. Nature of the transaction Acquisition of Grit shares from Freedom Asset Management Limited and
commitment to re-pledge Grit shares as security in due course.

c. Price(s) and volume(s) Price(s) Volume(s) Total(s)
USD 0.50 3,000,000 USD 1,500,000

d. Aggregated information: Single transaction

As above
• Aggregated Volume

• Price
e. Date of the transaction 2022-03-15
f. Place of the transaction Stock Exchange of Mauritius

Aggregated information:

• Aggregated Volume

• Price

Single transaction

As above

Date of the transaction

2022-03-15

Place of the transaction

Stock Exchange of Mauritius

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name of PDMR
b. Name of PCA Kenzlex Holdings Ltd
2 Reason for notification
a. Position/Status Bronwyn Knight, CEO of Grit, is a settlor of the Kenzlex Trust, which owns the
PCA

b. Initial notification/ Initial Notification

Identification Code

GG00BMDHST63
b. Nature of the transaction Net reduction in holding.

Grit shares were indirectly acquired via the PCAs subscription for shares in
Bowwood and Main No.117 Proprietary Limited. The PCA's overall indirect
ownership of Grit shares via Bowwood and Main was then reduced by way of
dilution as a result of subscriptions by other senior managers.

c. Price(s) and volume(s) Price(s) Volume(s) Total(s)
n/a 1,204,255 n/a

d. Aggregated information: Single transaction

As above
• Aggregated Volume

• Price
e. Date of the transaction 2022-03-15
f. Place of the transaction Off-market

Aggregated information:

• Aggregated Volume

• Price

Single transaction

As above

Date of the transaction

2022-03-15

Place of the transaction

Off-market

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name of PDMR Leon van de Moortele
b. Name of PCA
2 Reason for notification
a. Position/Status Chief Financial Officer
b. Initial notification/ Initial Notification

Identification Code

GG00BMDHST63
b. Nature of the transaction Acquisition via subscription for shares in Bowwood and Main No.117 Proprietary
Limited, resulting in an increased indirect holding of Grit shares

c. Price(s) and volume(s) Price(s) Volume(s) Total(s)
n/a 410,562 n/a

d. Aggregated information: Single transaction

As above
• Aggregated Volume

• Price
e. Date of the transaction 2022-03-15
f. Place of the transaction Off-market

Aggregated information:

• Aggregated Volume

• Price

Single transaction

As above

Date of the transaction

2022-03-15

Place of the transaction

Off-market

By Order of the Board

16 March 2022

FOR FURTHER INFORMATION, PLEASE CONTACT:

Grit Real Estate Income Group Limited
Bronwyn Knight, Chief Executive Officer +230 269 7090
Darren Veenhuis, Chief Strategy Officer and Investor Relations +44 779 512 3402

Maitland/AMO - Communications Adviser
James Benjamin +44 7747 113 930 / +44 7379 5151
Alistair de Kare-silver Grit-maitland@maitland.co.uk (mailto:Grit-maitland@maitland.co.uk)

finnCap Ltd - UK Financial Adviser
William Marle/ Teddy Whiley (Corporate Finance) +44 20 7220 5000
Mark Whitfeld/Pauline Tribe (Sales) +44 20 3772 4697
Monica Tepes (Research) +44 20 3772 4698

Perigeum Capital Ltd - SEM Authorised Representative and Sponsor
Shamin A. Sookia +230 402 0894
Kesaven Moothoosamy +230 402 0898

NOTES

Grit Real Estate Income Group Limited is the leading pan-African 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 premium segment of the Main
Market of the London Stock Exchange (LSE: GR1T) and a secondary listing on the
Official Market of the Stock Exchange of Mauritius Ltd (SEM: DEL.N0000).

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

Directors: Peter Todd(+) (Chairman), Bronwyn Knight (Chief Executive
Officer)*, Leon van de Moortele (Chief Financial Officer)*, Jonathan
Crichton(+), Sir Samuel Esson Jonah(+), Nomzamo Radebe, Catherine
McIlraith(+), David Love(+), Cross Kgosidiile(+) and Bright Laaka+ (Permanent
Alternate Director to Nomzamo Radebe).

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

Company secretary: Intercontinental Fund Services Limited

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

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

Mauritian Sponsoring broker: Capital Markets Brokers Ltd

SEM authorised representative and sponsor: Perigeum Capital Ltd

UK Transfer secretary: Link Assets Services Limited

This notice is issued pursuant to the LSE Listing Rules, Article 19 of MAR and
SEM Listing Rule 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.

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. END DSHGRGDXBXBDGDL

GR1T — Grit Real Estate Income News Story

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