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RESILIENT PROPERTY INCOME FUND LIMITED - ACQUISITION OF ASSET MANAGEMENT COMPANY
Resilient Property Income Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/016851/06
Share code: RES
ISIN: ZAE000043642
("Resilient" or "the company")
ACQUISITION OF ASSET MANAGEMENT COMPANY
In terms of the asset management agreement between Resilient, its wholly-owned
subsidiary Resilient Properties (Pty) Ltd and Resilient Property Management
(Pty) Ltd (the "asset manager"), Resilient has an option to acquire the entire
issued share capital in the asset manager, such option to be exercised by a two
thirds majority of independent non-executive directors of Resilient.
The current shareholders of the asset manager are:
Nedbank Limited :37,5%
Kagiso Property Holdings (Pty) Ltd :25%
Des de Beer :10%
Jeff Zidel :10%
Barry Stuhler :10%
David Lewis :5%
Jacques van Wyk :2,5%
:100%
The independent non-executive directors of Resilient have exercised this option
and the company subsequently entered into an agreement to acquire the entire
share capital in the asset manager, with effect from 1 January 2004, for R7,1m
in cash ("the acquisition"). The formula used to calculate the exercise price
was pre-determined in the asset management agreement. In addition, the company
will acquire fixed assets from the asset manager, comprising mainly computer
equipment, office furniture and fittings, for approximately R644 000.
There are no outstanding conditions precedent to the acquisition.
The board is of the opinion that the acquisition will result in increased
alignment between interests of executive management and unitholders and full
transparency in all activities of the company.
As this is a transaction between the company and shareholders of the asset
manager, some of which are executive directors of Resilient, it is classified as
a related party transaction in terms of the Listings Requirements of the JSE
Securities Exchange South Africa. Marriott Merchant Bank Limited ("Marriott")
was appointed as independent professional expert to Resilient and has reviewed
the terms and conditions of the acquisition and is of the opinion that these
terms and conditions are fair and reasonable to Resilient linked unitholders.
Marriott has expressed this opinion in writing and such opinion will be
available for inspection at the company"s registered office, 57 6th Road, Hyde
Park Johannesburg, from 9 January 2003.
The acquisition will be funded from existing cash resources and will have no
material effect on headline earnings, distribution or net asset value per
Resilient linked unit and financial effects are, therefore, not included.
JOHANNESBURG
9 January 2004
Investment bank and sponsor
Nedbank Corporate
Independent professional expert
Mariott Merchant Bank Limited
Date: 09/01/2004 02:43:05 PM Produced by the JSE SENS Department
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