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RES
RES
Resilient - BEE Initiative Facilitated Through A Specific
Issue Of Linked Units For Cash And A Notice Of General Meeting
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")
BEE INITIATIVE FACILITATED THROUGH A SPECIFIC ISSUE OF LINKED UNITS FOR CASH AND
A NOTICE OF GENERAL MEETING
Introduction and rationale
Linked unitholders are advised that the company is currently in discussions with
potential BEE equity investors that, if successfully concluded, will result in a
BEE equity investment of R200 million in the issued unit capital of the company.
In order to place the company in an optimal position to implement a BEE
transaction, the board has resolved to proceed initially with a specific issue
of 10 810 811 linked units (8.13% of linked units in issue) for cash
("subscription linked units") to Eagle"s Eye Investments (Proprietary) Limited
("BEE SPV"), a wholly-owned subsidiary of Resilient, at an issue price of R18.50
per linked unit (representing a 5.4% discount to the 30-day volume weighted
average traded price at 26 May 2006) for a total aggregate amount of R200
million.
Resilient Properties (Pty) Ltd will lend and advance funds to BEE SPV to enable
BEE SPV to discharge the subscription price payable for the subscription linked
units. BEE SPV will repay this loan by utilising a loan facility from a
financial institution ("funding facility") acceptable to BEE SPV and Resilient.
BEE SPV will not be entitled to dispose of or encumber the linked units or any
portion thereof, in any manner other than as security for its obligations under
the funding facility, for as long as the funding facility remains outstanding.
Resilient will guarantee the obligations of BEE SPV under the funding facility.
Using BEE SPV to acquire the units in terms of the specific issue of linked
units in preference to doing a private placement or undertaking a rights issue,
gives Resilient the latitude to place the linked units in future at its
discretion. As stated above, this mechanism also places Resilient in an optimal
position to implement a BEE transaction within the group and to this end it is
contemplated that Resilient will sell all of its shares in BEE SPV to various
black empowerment groupings.
Financial effects of the specific issue
The specific issue for cash has no material effect on earnings, headline
earnings, distribution, net asset value or net tangible asset value per linked
unit as calculated based on the published consolidated audited results of the
company for the year ended 31 December 2005, and is therefore not disclosed.
Documentation and notice of general meeting
The specific issue is subject to approval by linked unitholders in general
meeting and a meeting of unitholders has for this purpose been convened for
Friday, 23 June 2006, at 11:00 at the offices of the company (2nd Floor, 66 Park
Lane, Sandton, 2196).
A circular containing full details of the specific issue and containing a notice
of the general meeting, has been despatched to Resilient linked unitholders
today.
Johannesburg
8 June 2006
Merchant bank Transaction sponsor
Marriott Corporate Property Bank Limited Exchange Sponsors (Pty)
Limited
Attorneys Independent reporting accountants
Prinsloo, Tindle & Andropoulos Inc KPMG Inc
Date: 08/06/2006 10:52:55 AM Produced by the JSE SENS Department
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