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RDF
RDF
Redefine - Financial Effects Of The Proposed Spearhead Transaction
And Withdrawal Of Cautionary Announcement
Redefine Income Fund Limited
(Registration No. 1999/018591/06)
Share Code: RDF & ISIN Code: ZAE000023503
("Redefine")
FINANCIAL EFFECTS OF THE PROPOSED SPEARHEAD TRANSACTION AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Redefine linked unitholders are referred to the joint Redefine and
Spearhead Property Holdings Limited ("Spearhead") announcement dated 26
July 2006 in relation to Redefine"s intention to acquire 100% of the linked
units of Spearhead ("the transaction"). The consideration payable by
Redefine for the Spearhead linked units will comprise, at the election of
Spearhead linked unitholders, either:
- 6.18 Redefine linked units per Spearhead linked unit; or
- R31.00 in cash per Spearhead linked unit, together with interest
thereon at 8.5% (nominal annual compounded monthly) from 1 September
2006 until the date of payment of the cash consideration,
provided that the maximum aggregate cash consideration cannot exceed 50% of
the total consideration payable by Redefine.
Set out below is the financial information relating to the transaction.
FINANCIAL EFFECTS
The Redefine category 1 acquisition circular will provide a combined
forecast of both Redefine and Spearhead to enable Redefine linked
unitholders to assess the forward yield on a Redefine linked unit.
Set out below is the forecast information of Spearhead for the year ended
30 June 2007 as required in terms of section 13.6(e) of the JSE Limited
("JSE")Listings Requirements. The forecast financial information has not
been reviewed or reported on by the accountants in terms of section 8 of
the JSE Listings Requirements.
Uncontracted
revenue as a
% of total
R000"s revenue
Revenue 167,812 20.4%
Net operational income 114,424
Distributable income 94,853
Notes:
1. The abovementioned forecast information does not include the yield
enhancement to be derived by Redefine linked unitholders as a result
of the receipt of the Spearhead July and August 2006 distributable
income.
2. Where leases are due for renewal, the new leases are assumed to be
entered into at market related rentals and an average period of 4
months are provided for as vacant.
3. Profit after taxation has not been disclosed as it is assumed that all
income before distribution will be distributed to linked unitholders.
4. Net operational income includes development and share trading profits
of approximately R27,87 million.
The pro forma financial effects of the transaction on the net asset value
and tangible net asset value per Redefine linked unit based on the reviewed
interim financial results of Redefine for the six months ended 28 February
2006 and the Spearhead reviewed interim results for the six months ended 31
December 2005 are not material and have not been disclosed. The purchase
consideration was calculated assuming 50% of Spearhead linked unitholders
elected cash and the remainder Redefine linked units.
WITHDRAWAL OF THE CAUTIONARY
Linked unitholders are advised that caution is no longer required to be
exercised when dealing in their Redefine linked units.
Rosebank
15 August 2006
Corporate advisor, legal advisor and sponsor to Redefine
Java Capital (Proprietary) Limited
Date: 15/08/2006 12:04:02 PM Produced by the JSE SENS Department
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