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Mon 29 Dec 2003, 13:11 Progress report on transactions; and further cauti
Alpina /Fairvest - Progress report on transactions; and further cautionary      
Alpina Investments Limited              Fairvest Property Holdings Limited      
(formerly Gold Edge Holdings Limited)   (Incorporated in the Republic of South  
(Incorporated in the Republic of South  Africa)                                 
Africa)                                 (Registration No.1998/005011/06)        
(Registration number 1997/021085/06)    ("Fairvest")                            
("Alpina")                              Share code: FVT                         
Share code: ALA                         ISIN: ZAE000034658                      
ISIN ZAE000048377                                                               
Joint announcement:                                                             
- Progress report on transactions; and                                          
- Further cautionary announcement                                               
Introduction                                                                    
Linked unit holders of Alpina and Fairvest are referred to the separate detailed
cautionary  announcements  on 16 October 2003 relating  to  the  acquisition  by
Alpina  of  the  entire issued share capital and loan accounts of  Daisy  Street
Investments No 127 (Pty) Ltd ("Daisy Street"), with effect from 1 September 2003
for a net purchase consideration of R251,1 million.                             
Updated details of the acquisition                                              
Imara  Corporate  Finance South Africa (Pty) Limited is authorised  to  announce
that  the  acquisition of Daisy Street and the purchase consideration  has  been
altered  to take account of a decision to delay the acquisition of some  of  the
additional  properties  previously announced, and to  increase  the  size  of  a
property portfolio acquired from Rentmeester Assurance Ltd ("Rentmeester").     
The acquisition comprises the purchase of:                                      
- the entire property portfolio owned by Fairvest for R289,5 million;           
-  the  Rentmeester portfolio (including the Pretoria head office building)  for
R91 million;                                                                    
- two additional properties for R8,5 million; and                               
-  property  related businesses for R15,6 million comprising property management
and  administration, commission and bridging finance advances and internet based
mortgage origination, and software applications for these businesses.           
The gross purchase consideration is R438 039 140, which is to be settled by:    
-  The issue of 119 250 626 "b-class" Alpina linked units of 200 cents each, for
a total amount of R238 501 251; and                                             
-  The  assumption of mortgage bond finance to the value of R177  223  889,  the
issue  of  compulsorily convertible debentures to the value of R20 000  000  and
short-term loans of R2 314 000.                                                 
The  above amounts include the settlement of the Fairvest consideration  through
the  issue of 68 153 056 "b-class" linked units of 200 cents each, amounting  to
R136  306  111 and the assumption of mortgage bonds and financing facilities  of
R153 223 889 outstanding against the properties.                                
Financial effects of the transactions                                           
The calculations relating to the financial effects of the transactions are being
prepared  by  the  respective  reporting accountants,  viz  Grant  Thornton  for
Fairvest  and  IAPA  Johannesburg  for  Alpina.  These  calculations  should  be
finalised shortly whereafter the financial effects of the transactions  will  be
announced along with a profit forecast.                                         
It  should  however be noted that the various acquisitions by Alpina  have  been
structured with the objective of achieving a pre-tax yield of 14% to linked unit
holders over the next twelve months.                                            
Once  the  disposal  by  Fairvest to Daisy Street has been  concluded,  Fairvest
linked unit holders will be entitled to approximately 58 Alpina linked units  of
200  cents  each  in exchange for their present holdings of 100 Fairvest  linked
units.  On this basis, Fairvest linked units would have an imputed value of  116
cents each.                                                                     
Progress in implementing the transactions                                       
The following progress is being made in implementing the transactions:          
- In respect of the acquisition of the Ixia property portfolio being acquired by
Alpina (approved by shareholders at a general meeting held in August 2003)  from
Bonatla Property Holdings Ltd, the first properties have been transferred to  an
Alpina subsidiary.                                                              
- Property valuations on the 45 properties being acquired are being completed by
the property valuers, Galleon Valuation Services (Pty) Limited.                 
-  Independent  professional  opinions on the fair  and  reasonableness  of  the
Fairvest  and Alpina transactions are being prepared by Grant Thornton Corporate
Finance (Pty) Ltd.                                                              
-  Progress is being made in obtaining the necessary regulatory approvals. It is
anticipated that the circulars to be mailed to linked unit holders of Alpina and
Fairvest should be completed in January 2004.                                   
Further Joint Cautionary Announcement                                           
Linked  unit holders should continue to exercise caution when trading  in  their
securities until a further announcement is made.                                
29 December 2003                                                                
Sponsor and Corporate Finance Advisor                                           
Imara Corporate Finance South Africa  (Pty) Limited                             
Grant Thornton (Reporting accountants to Fairvest)                              
IAPA  Johannesburg (Reporting accountants to Alpina)                            
Galleon Valuation Services (Pty) Ltd (Property portfolio valuers)               
Date: 29/12/2003 12:45:03 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
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