| Wed 2 Apr 2008, 16:53 | | RES / DIV - Resilient / Diversified - Resilient`s Firm Intention To Offer To |
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DIV RES
DIV RES
RES / DIV - Resilient / Diversified - Resilient`s Firm Intention To Offer To
Acquire Diversified Linked Units And Further Cautionary Announcements
Resilient Property Income Fund Limited
(Registration number 2002/016851/06)
Share code: RES
ISIN: ZAE000043642
("Resilient")
Diversified Property Fund Limited
(Registration number 2005/029685/06)
Share code: DIV
ISIN: ZAE000072369
("Diversified")
RESILIENT`S FIRM INTENTION TO OFFER TO ACQUIRE DIVERSIFIED LINKED UNITS AND
FURTHER CAUTIONARY ANNOUNCEMENTS
INTRODUCTION
Further to the Resilient and Diversified cautionary announcements dated 22
February 2008, Resilient and Diversified unitholders are advised that Resilient
has informed Diversified of its firm intention to offer to acquire all
Diversified linked units in issue not already held by Resilient (the "offer").
The offer is on the basis of an all-unit consideration entailing Diversified
unitholders swapping their linked units in Diversified for linked units in
Resilient.
RATIONALE
Resilient has provided Diversified with asset and property management services
since the listing of Diversified in October 2005. As a result of convergence in
the strategies of Resilient and Diversified and changes in market conditions,
the benefits of a stand alone listing for Diversified are now outweighed by the
benefits of a merger of the two funds. These benefits would include an
increased market capitalization, enhanced liquidity in trading of Resilient
units and opportunities to extract cost-savings and unlock synergies and funding
efficiencies in the enlarged Resilient.
TERMS OF THE OFFER
The principal terms and conditions of the offer will be as follows:
The offer consideration
The consideration offered by Resilient for Diversified linked units will
comprise Resilient linked units calculated on a swap ratio of 0,4375 Resilient
units per Diversified unit (the "swap ratio").
Effective date
The effective date of the offer will be 1 January 2008. In respect of
Diversified units swapped for Resilient units:
Diversified`s income distribution in respect of all income periods commencing on
or after 1 January 2008 will be for the benefit of Resilient; and
Diversified unitholders will participate in all Resilient income distributions
for income periods commencing on or after 1 January 2008.
Scheme of arrangement /section 440K of the Companies Act
Resilient`s offer is to acquire all Diversified units in issue not already held
by it, pursuant to a scheme of arrangement (the "scheme") proposed by Resilient
in terms of section 311 of the Companies Act, 61 of 1973 (the "Act") between
Diversified and its unitholders other than Resilient (the
"offerees")alternatively by application of section 440K of the Act.
Conditions to the offer
The offer is subject to fulfilment of the following conditions by no later than
30 June 2008, unless otherwise agreed in writing by Resilient:
- approval of Resilient unitholders for the acquisition of all Diversified
units not already held by Resilient;
- all necessary regulatory and statutory approvals including:
- the approval of the JSE Limited and the Securities Regulation Panel;
- the unconditional approval (or approval acceptable to Resilient) of
the Competition authorities;
- the High Court of South Africa authorising the convening of a scheme
meeting of the offerees;
- either the scheme being approved by a majority representing not less than
three fourths of the votes exercisable by the scheme members present and
voting either in person or by proxy at the scheme meeting or the offer
being accepted in respect of 90% of Diversified units not already held by
Resilient such that the provisions of section 440K of the Act may be
applied; and
- if applicable, the sanctioning of the scheme by the High Court; and
registration of a certified copy of the Order of Court by the Registrar of
Companies in terms of the Companies Act.
De-listing of Diversified
If, pursuant to the offer, Resilient acquires 100% of the issued linked units of
Diversified, Diversified will be de-listed from the JSE Limited.
EXTERNAL ADVICE AND THE VIEWS OF THE BOARD ON THE OFFER
The Diversified board has constituted a board committee of three non-executive
directors to consider the offer. The committee will appoint independent advisors
to provide the board with external advice as required in terms of the SRP Code.
The substance of the external advice and the views of the board will be set out
in the circular to be posted to Diversified linked unitholders.
FINANCIAL EFFECTS AND FURTHER CAUTIONARY ANNOUNCEMENT
The financial effects of the offer on Diversified and Diversified unitholders
and Resilient and Resilient unitholders have not been finalised and will be
published in due course, pending which Diversified and Resilient unitholders are
advised to continue to exercise caution in dealing with their securities.
FURTHER DOCUMENTATION
Within 30 days after the date of this announcement, a circular containing full
details of the offer, the scheme and notice of scheme meeting will be posted to
Diversified unitholders and a Resilient circular together with revised listings
particulars in respect of Resilient will be posted to Resilient unitholders.
2 April 2008
Corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Date: 02/04/2008 16:43:01 Produced by the JSE SENS Department.
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