| Tue 29 May 2012, 15:34 | | DIA/DIB - Dipula Income Fund Limited - Acquisition |
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DIA DIB
DIF
DIA/DIB - Dipula Income Fund Limited - Acquisitions of the Plaza Shopping
Centre, Randfontein Station Shopping Centre and Bushbuckridge Shopping
Centre and cautionary announcement
DIPULA INCOME FUND LIMITED
(formerly Dipula Property Fund (Pty) Ltd)
Registration number 2005/013963/06
JSE code for A-linked units: DIA
ISIN for A-linked units: ZAE000158317
JSE code for B-linked units: DIB
ISIN for B-linked units: ZAE000158325
("Dipula" or the "company")
ACQUISITIONS OF THE PLAZA SHOPPING CENTRE, RANDFONTEIN STATION SHOPPING
CENTRE AND BUSHBUCKRIDGE SHOPPING CENTRE AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Linked unitholders are advised that Dipula has concluded agreements ("the
agreements") for the acquisition of The Plaza Shopping Centre ("The Plaza
Shopping Centre acquisition"), Randfontein Station Shopping Centre (the
"Randfontein Station Shopping Centre acquisition") and Bushbuckridge
Shopping Centre (the "Bushbuckridge Shopping Centre acquisition") (together
"the acquisitions").
The acquisitions provide the company with an opportunity to increase
Dipula`s retail portfolio exposure to low-income households. These strategic
acquisitions improve the quality and average size of the portfolio and will
also improve the geographic spread of the company`s properties.
TERMS OF THE ACQUISITIONS AND CONDITIONS PRECEDENT
The total purchase consideration payable by Dipula in respect of the
acquisitions is R329 880 000 with R179 500 000 attributable to The Plaza
Shopping Centre acquisition, R46 200 000 attributable to the Randfontein
Station Shopping Centre acquisition and R104 180 000 attributable to the
Bushbuckridge Shopping Centre acquisition. Payment of the purchase
consideration for the acquisitions will be secured by way of debt and equity
funding.
The properties are leasehold properties each of which are being acquired
with effect from the date on which the cessions of the leasehold are
registered in terms of the rules and regulations of the Deeds Office (the
"registration date") on which date the purchase consideration will be paid.
If the registration date is after 1 October 2012, the purchase consideration
shall be increased at a rate of 7% per annum, converted into a daily rate,
in respect of each day by which the registration date is delayed beyond 1
October 2012.
The shopping centres have been acquired from the following vendors:
- Rainbow Beach Trading 180 (Proprietary) Limited in respect of The Plaza
Shopping Centre acquisition;
- Golden Pond 322 (Proprietary) Limited in respect of the Randfontein
Station Shopping Centre acquisition; and
- Salestalk 298 (Proprietary) Limited in respect of the Bushbuckridge
Shopping Centre acquisition.
The acquisitions are, inter alia, subject to the following conditions
precedent:
- the securing, to the extent necessary, of approval by the Competition
Authorities;
- the owners of the properties consenting in writing to the cession by the
vendors of their leasehold rights and obligations;
- Dipula securing written unconditional approval from Dipula`s investment
committee for the implementation of each of the acquisitions;
- approval by shareholders of the vendors, the Ideas Fund of Old Mutual Life
Assurance Company (South Africa) Limited;
- the obtaining of all resolutions required by directors of the vendors;
- Dipula securing finance by way of debt of not less than 30% (thirty
percent) of the total purchase consideration and the remainder by way of
equity; and
- in respect of The Plaza Centre acquisition, Shoprite agreeing to waive its
rights of first refusal of the immovable property.
In addition the acquisition of Randfontein Station Shopping Centre is
conditional on the acquisition of each of The Plaza Shopping Centre and
Bushbuckridge Shopping Centre.
THE PROPERTY PORTFOLIO
The property specific information required in terms of the JSE listings
Requirements in relation to The Plaza Shopping Centre, Randfontein Station
Shopping Centre and Bushbuckridge Shopping Centre is set out below.
Property name and Geographical Rentable Area Weighted
address location (m2) Average
rental per m2
The Plaza Shopping Phuthaditjhaba, 25 720 R73.80
Centre, Cnr Motlaing Free State
and Setai Road
Randfontein Station Randfontein, 5 935 R79.42
Shopping Centre, Cnr Gauteng
Station and
Sutherland Road
Bushbuckridge Bushbuckridge, 16 203 R62.90
Shopping Centre, Mpumalanga
Main Bushbuckridge
Road
All of the shopping centres are retail properties. No independent valuation
of the shopping centres has been concluded by the purchaser and the board of
the purchaser values the shopping centres at the purchase price.
CATEGORISATION OF THE ACQUISITIONS
The acquisitions are classified as a Category 2 transaction in terms of the
JSE Listings Requirements. None of the acquisitions are subject to approval
by Dipula`s linked unitholders.
FINANCIAL EFFECTS AND CAUTIONARY
The financial effects of the acquisitions are still in the process of being
finalised and will be published in due course. Linked unitholders of Dipula
are advised to exercise caution when dealing in their linked units until the
financial effects of the acquisitions are announced.
29 May 2012
Corporate advisor and Sponsor
Java Capital
Legal advisor
Cliffe Dekker Hofmeyr
Date: 29/05/2012 14:59:01 Produced by the JSE SENS Department.
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