DELTA PROPERTY FUND LIMITED - Conclusion of the Manco Share Sale Agreement

Conclusion of the Manco Share Sale Agreement

Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN: ZAE000172052
("Delta" or “the Company”)
REIT status approved

CONCLUSION OF THE MANCO SHARE SALE AGREEMENT BETWEEN DELTA AND
ASCENSION PROPERTY MANAGEMENT COMPANY PROPRIETARY LIMITED (“THE
ASCENSION MANCO”)

1.1   Introduction and background

      Holders of Delta linked units (“Delta Linked Unitholders”) are
      advised that Delta has entered into an agreement, dated 28
      January   2014  (“the   Agreement”),   with   certain of   the
      shareholders of the Ascension Manco (“Manco Shareholders”)
      holding a significant majority of the issued share capital of
      the   Ascension  Manco   for   an   aggregate   cash  purchase
      consideration of R76 944 000 (seventy-six million nine hundred
      and forty-four thousand Rand) (“the Manco Acquisition”),
      thereby valuing Ascension Manco at R105 million (one hundred
      and five million Rand).

1.2   Concurrent sale of the Ascension Manco to Rebosis Property
      Fund Limited (“Rebosis”)

      Delta Linked Unitholders are referred to the announcement
      released on the Stock Exchange News Service of the JSE Limited
      on 3 February 2014 in terms of which it was announced that
      Rebosis has unconditionally acquired and taken delivery of all
      of the issued shares in the Ascension Manco for an aggregate
      purchase consideration of R150 million (one hundred and fifty
      million Rand) (“the Rebosis Offer”).

      Delta hereby wishes to draw the attention of Delta Linked
      Unitholders to the fact that Shaun Rai and his affiliates, who
      collectively own 73.28% of the issued share capital of the
      Ascension Manco, have undertaken in terms of the Agreement not
      to negotiate, discuss, dispose of, transfer or encumber their
      shareholding in Ascension until 7 February 2014.

      Delta Linked Unitholders are further referred to provisions of
      the Agreement in terms of which Delta is entitled to receive a
      break fee of R10 million (ten million Rand)(“the Break Fee”)
      should Shaun Rai and his affiliates elect not to enter into
      the “Sale of the B Linked Units Agreement”, in terms of which
      Shaun Rai and his affiliates would sell 109 363 661 Ascension
      “B” linked units (“AIB Linked Units”)or c.29.06% of the AIB
      Linked Units in issue at a price of R2.75 per AIB Linked Unit
      to Delta.

      Pursuant to the Rebosis Offer, Delta has received legal advice
      which states that the Agreement is valid and enforceable
      against Shaun Rai and his affiliates as signatories to the
      Agreement. Furthermore, the Break Fee will be due and payable
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    to Delta should Shaun Rai not conclude the Sale of the B
    Linked Units Agreement. Delta is considering their options in
    regard to their legal position and will update Delta Linked
    Unitholders in due course.




04 February 2013

Johannesburg



Investment bank, joint corporate advisor and sponsor
Nedbank Capital


Joint corporate advisor
Vantage Capital


Legal advisor
Bowman Gilfillan




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