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Resilient Property Income Fund Limited - Acquisition Of 25% Of Capital Property
Fund And Property Fund Managers Limited
Resilient Property Income Fund Limited
(Registration No. 2002/016851/06)
Share code: RES ISIN code: ZAE000043642
("Resilient")
ACQUISITION OF 25% OF CAPITAL PROPERTY FUND AND PROPERTY FUND MANAGERS LIMITED
Introduction
Java Capital is authorised to announce that Resilient has concluded agreements
with Redefine Income Fund Limited ("Redefine") and Madison Property Fund
Managers (Pty) Limited ("Madison") for the acquisition with effect from 1 April
2004 (the "effective date") of approximately 25% of JSE Securities Exchange
South Africa listed Capital Property Fund ("Capital") and 25% of Property Fund
Managers Limited ("PFM") (the manager of Capital appointed in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002 (the "Act")). The
salient terms of the agreements are set out below.
Acquisition of 25% of Capital Property Fund
Resilient has concluded an agreement to acquire, with effect from the effective
date, 45 084 912 Capital units (comprising approximately 25% of the current
issued share capital of Capital) from Redefine for an aggregate purchase price
of approximately R101,4 million, 50% of which is payable in cash and 50% of
which will be settled by the issue of 7 245 789 units in Resilient on the 5th
business day following the fulfilment of all conditions (the "implementation
date"). The agreement for the acquisition of the Capital units is conditional
upon the agreement for the acquisition of the PFM equity (details of which are
set out below) becoming unconditional in accordance with its terms. The cash
consideration will be funded from existing cash resources and lending
facilities.
Acquisition of 25% of PFM
Resilient has concluded an agreement to acquire, with effect from the effective
date, 25% of the shares in and claims on loan account against PFM (the "PFM
equity") from Madison. The purchase price payable in respect of the acquisition
of the PFM equity is approximately R1,4 million payable in cash on the
implementation date.
Given that Capital is a collective investment scheme in property and PFM a
manager registered as such in terms of the Act, the acquisition of the PFM
equity is subject to securing the approval of the Registrar of Collective
Investment Schemes. The application for such approval has been submitted to the
Financial Services Board. Linked unitholders will be advised as soon as such
approval is obtained.
Rationale for the acquisitions
Resilient"s strategic investment in Capital Property Fund will allow it to
unlock value through intensive asset management and to increase operating
efficiencies by enlarging the existing Capital portfolio.
Financial effects of the acquisition of 25% of Capital Property Fund
The financial effects, based on historical information and market conditions,
and on the assumption that the acquisition was effective for the year ended 31
December 2003, would have had no material effect on historical headline
earnings, distribution or net asset value per Resilient linked unit and
financial effects are, therefore, not included.
Categorisation of the acquisition of 25% of Capital Property Fund
The acquisition has been categorised as a category 3 transaction in terms of
section 9.5(a) of the JSE Listings Requirements.
Withdrawal of cautionary announcement
Resilient linked unitholders are referred to the cautionary announcement of 29
March 2004 and are informed that caution need no longer be exercised when
trading in Resilient linked units.
Johannesburg
15 April 2003
Corporate and legal advisor
Java Capital (Pty) Limited
Investment Bank and Sponsor
Nedbank Capital
Date: 15/04/2004 05:01:04 PM Produced by the JSE SENS Department
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