To view the PDF file, sign up for a MySharenet subscription.

INVESTEC PROPERTY FUND LIMITED - Acquisition of new Properties, Pro Forma Financial effects, Posting of Circular and Withdrawal of Cautionary

Release Date: 27/08/2012 11:41
Code(s): IPF     PDF:  
Wrap Text
Acquisition of new Properties, Pro Forma Financial effects, Posting of Circular and Withdrawal of  Cautionary

INVESTEC PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2008/011366/06)
Share code: IPF       ISIN: ZAE000155099
(“Investec Property Fund” or “the Fund”)


  ACQUISITION OF NEW PROPERTIES, PRO FORMA FINANCIAL EFFECTS, POSTING OF CIRCULAR AND
                              WITHDRAWAL OF CAUTIONARY


1. ACQUISITION OF NEW PROPERTIES

   1.1. THE PROPOSED ACQUISITIONS

       As set out in the announcement released by Investec Property Fund on SENS on Monday, 9 July 2012,
       linked unitholders were advised that the Fund had entered into an agreement with various subsidiaries of S
       Giuricich Holdings Proprietary Limited to acquire the Giuricich Portfolio (“the Giuricich Acquisition”) for a
       purchase consideration of R742.8 million and had agreed terms with Investec Property Proprietary Limited
       (“Investec Property”) to acquire the Firs property in Rosebank owned by Alteri Shareblock Proprietary
       Limited, an indirect wholly-owned subsidiary of Investec Limited (“Investec”), for a purchase consideration
       of R272.3 million.

       Linked unitholders are further advised that the Fund has entered into agreements with:
           - Riverport Trading 143 Proprietary Limited, an indirect wholly-owned subsidiary of Investec, for the
             acquisition of the Investec Pretoria property located in Menlo Park, Pretoria (“Investec Pretoria”);
             and
           - Rigliotti Share Block Proprietary Limited, an indirect wholly-owned subsidiary of Investec, for the
             acquisition of the Balfour Park Shopping Centre property located in Highlands North, Johannesburg
             (“Balfour”).

       (collectively with the acquisition of the Firs, “the Investec Acquisitions”)

       The effective date of the Investec Pretoria and Balfour acquisitions is 1 November 2012.

   1.2. PURCHASE CONSIDERATION

       The purchase consideration of Investec Pretoria is R169.9 million, while Balfour is being acquired based on
       the forward net income of the property as at 1 November 2012 capitalised at 9% excluding any vacancies (if
       applicable), equating to an estimated purchase consideration of R397 million.

       The aggregate purchase consideration for the acquisition of the Firs, Investec Pretoria and Balfour
       properties (collectively, “the Investec Properties”) will be settled as follows:
           - R215 220 000 will be settled through the issue of 17 000 000 linked units to Investec at a clean
             Investec Property Fund traded price excluding the accrued distribution (“Clean Price”) of R12.66
             per linked unit calculated with reference to the 30 day volume weighted average traded Clean Price
             of an Investec Property Fund linked unit as at 19 July 2012; and
           - the balance payable in cash.

       The purchase considerations of the properties, as at the effective date, are considered to be their fair market
       value, as determined by the Directors.

   1.3. FUNDING OF THE ACQUISITIONS

       It is the intention of the Fund to conduct a rights offer of up to R1.5 billion (“Proposed Rights Offer”) by
       November 2012, the proceeds of which will be used to settle the acquisition considerations in respect of,
       inter alia, the Giuricich Acquisition, the Investec Acquisitions and the acquisitions of Nonkqubela Mall
       located on Erf 50261 Khayelitsha in Cape Town valued at R100.5 million, and Megamark Mall located on the
       remaining extent of Erf 3 Kriel in Mpumalanga valued at R218.9 million, which acquisitions were announced
       on 21 June 2012 and 9 July 2012 respectively.
    The implementation of the Proposed Rights Offer will be subject to the condition precedent that all the
    necessary resolutions to implement the acquisitions and the authority to issue linked units in terms of the
                                                                             th
    Rights Offer are passed in a general meeting to be held on Thursday, 27 September 2012 (“General
    Meeting”). It is envisaged that an announcement of the detailed terms of the Rights Offer and a Rights Offer
    document will be posted to Linked Unitholders shortly after the General Meeting.

    In terms of the Proposed Rights Offer, it is anticipated that linked units will be offered at an indicative issue
    Clean Price range of between R13.00 and R13.50. The Clean Price will be adjusted to include the accrued
    distribution for the period from April 2012 to September 2012 on the basis that units issued in terms of the
    Proposed Rights Offer will qualify for the full distribution in respect of the Fund’s next reporting period.

1.4. RATIONALE FOR THE INVESTEC ACQUISITIONS

    The Investec Acquisitions are consistent with the Fund’s objective to build a quality portfolio of properties
    with strong contractual cash flows in order to achieve value enhancement and sustainable growth in
    distributions to unitholders.

    The Investec Pretoria property is an A-grade office facility, well located in the prime commercial hub of
    Menlyn, Pretoria. The property is single-tenanted by Investec. The lease terms comprise a triple net lease
    with all operating costs including exterior maintenance (except structural defects) for the account of the
    tenant. Investec Pretoria is being acquired at a yield of 8% with an 8% escalation.
                                                                       2
    The Balfour Park shopping centre in Highlands North boasts 36,311m of retail space spread over two
    levels. The centre houses over 106 shops and is anchored by large national tenants such as Woolworths,
    Checkers, Virgin Active and Edgars. The property underwent a R120 000 000 refurbishment which was
    completed in November 2009.

    The Directors of the Fund believe these investments offer good value and will enhance the earnings and
    growth prospects of the Fund.

1.5. INFORMATION RELATING TO INVESTEC PRETORIA AND BALFOUR

                                                                                            Weighted
                                                                                            average
                                                                                            gross rental
                                                             Single or                      per square      Independent
                                                             multi-         GLA             metre           market value
                                                                               2                               1
                      Description        Location            tenanted       (m )            (R)             (R)
        
        Investec      Portion 4 of Erf   Corner              Single-        6 301           R153.64         166 500 000
        Pretoria      757 and            Atterbury &         tenanted
                      remainder of       Klarinet Streets,
                      Erf 872,           Menlo Park,
                      Menlopark          Pretoria
                      Township,
                      Pretoria
        Balfour       Erven 2052,        Cnr                 Multi-         36 311          R150.73         410 000 000
                      2053 & 2054,       Johannesburg        tenanted
                      Highlands          Road and Louis
                      North Ext 9 and    Botha Avenue,
                      Erf 1972           Highlands
                      Highlands          North
                      North Ext 4

    1 The independent market value of the properties was arrived at by Mills Fitchet Magnus Penny Proprietary Limited
      (“Independent Valuer”) as at 22 August 2012. The Independent Valuer is an independent registered valuer as defined in
      Section 13 of the JSE Limited (“JSE”) Listings Requirements.


1.6. CONDITIONS PRECEDENT TO THE INVESTEC PRETORIA AND BALFOUR ACQUISITIONS

    The Investec Acquisitions remains subject to the following conditions precedent:
        - the satisfactory completion of a due diligence investigation, to be performed by the Fund on each
          property;
        - the requisite majority of Investec Property Fund unitholders approving in the General Meeting the
          necessary resolutions required for the implementation of the Investec Acquisitions.


   1.7. CATEGORISATION

       The Investec Acquisitions are classified as related party transactions in terms of the JSE Listings
       Requirements. Accordingly a circular in respect of the related party transactions, incorporating the
       Independent Valuer’s valuation of the Investec Properties, aggregate financial effects of the Investec
       Acquisitions and a notice of general meeting (“Circular”) has been posted to linked unitholders.


2. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS

  The preparation of the unaudited pro forma financial information is the responsibility of the Directors. The
  unaudited pro forma financial information has been presented for illustrative purposes only and, because of its
  nature, may not give a fair reflection of the Fund’s financial position and results after the Giuricich Acquisition and
  Investec Acquisitions.

   2.1. FINANCIAL EFFECTS OF THE GIURICICH ACQUISITION

       The table below sets out the unaudited pro forma financial effects of the Giuricich Acquisition based on the
       audited annual financial results for the financial year ended 31 March 2012 and on the assumption that for
       calculating the net asset value per linked unit and net tangible asset value per linked unit, the Giuricich
       Acquisition was effected on 1 April 2012.

                                                                                        Pro forma
                                                                                      results after
                                                                                     the Giuricich
                                                              Audited results          Acquisition
                                                                   before the         and material
                                                                   proposed          post balance
                                                                 acquisitions1        sheet events2         Change (%)

         Net asset value per Linked Unit (cents)                     1,081.22             1,135.49             5.0%
         Net tangible asset value per Linked Unit (cents)            1,081.22             1,135.49             5.0%

       Notes and assumptions:

       1.   The “Audited results before the proposed acquisitions” column was extracted from the annual financial
            statement of financial position of the Fund as at 31 March 2012.

       2.   The “Pro forma results after the Giuricich Acquisition and material post balance sheet events” column
            represents net asset value per linked unit and net tangible asset value per linked unit after the
            acquisition of the Giuricich portfolio of properties (“Giuricich Properties”). It includes the effect of the
            acquisition and transfer of the Giuricich Properties for a total purchase consideration of R742 800 000
            all acquired as going concern assets.

       3.   It has been assumed that the acquisition is entirely equity funded with 17,000,000 linked units issued to
            Giuricich at a Clean Price of R12.29 per linked unit, and a further 40,292,075 linked units issued in
            terms of the Proposed Rights Offer at an assumed Clean Price of R13.25 per linked unit to settle the
            balance of the purchase consideration.

       4.   The estimated once-off transaction expenses of acquiring the Giuricich Properties amounts to
            R2,876,390. This expense will be paid out of cash and capitalised to the respective investment
            properties.

   2.2. FINANCIAL EFFECTS OF THE INVESTEC ACQUISITIONS

       The table below sets out the unaudited pro forma financial effects of the Investec Acquisitions based on the
       audited annual financial results for the financial year ended 31 March 2012 and on the assumption that for
       calculating the net asset value per linked unit and net tangible asset value per linked unit, the Investec
       Acquisitions were effected on 1 April 2012.
                                                                                     Pro forma
                                                                                   results after
                                                                                   the Investec
                                                           Audited results        Acquisitions
                                                                before the        and material
                                                                Proposed          post balance
                                                            Acquisitions1        sheet events2         Change (%)
    
     Net asset value per Linked Unit (cents)                      1,081.22             1,143.69             5.8%
     Net tangible asset value per Linked Unit cents)              1,081.22             1,143.69             5.8%

    Notes and assumptions:

    1.   The “Audited results before the proposed acquisitions” column was extracted from the annual financial
         statement of financial position of the Fund as at 31 March 2012.

    2.   The ”Pro forma results after the Investec Acquisitions and material post balance sheet events'' column
         represents net asset value per linked unit and net tangible asset value per linked unit after the
         acquisition of the three properties comprising the Investec Acquisition (“the Investec Properties”). It
         includes the effect of the acquisition and transfer of the Investec Properties for an aggregate purchase
         consideration of R839,252,295, all acquired as going concern assets.

    3.   It has been assumed that the acquisition is entirely equity funded with 17,000,000 linked units issued to
         Investec at a Clean Price of R12.66 per linked unit, and a further 47,096,777 linked units issued in
         terms of the Proposed Rights Offer at an assumed Clean Price of R13.25 per linked unit to settle the
         balance of the purchase consideration.

    4.   The estimated once-off transaction expenses of acquiring the properties amounts to R3,249,888. This
         expense will be paid out of cash and capitalised to the respective investment properties.

2.3. FINANCIAL EFFECTS OF THE GIURICICH ACQUISITION AND INVESTEC ACQUISITIONS

    The table below sets out the unaudited pro forma financial effects of the Giuricich Acquisition and the
    Investec Acquisitions based on the audited annual financial results for the financial year ended 31 March
    2012 and on the assumption that for calculating the net asset value per linked unit and net tangible asset
    value per linked unit, the Giuricich Acquisition and Investec Acquisitions were effected on 1 April 2012.

                                                                                     Pro forma
                                                                                   results after
                                                                                  the Giuricich
                                                                                   Acquisition,
                                                                                      Investec
                                                           Audited results        Acquisitions
                                                                before the         and material
                                                                Proposed          post balance
                                                             Acquisitions1         sheet events2         Change (%)
  
     Net asset value per Linked Unit (cents)                      1,081.22             1,173.73             8.6%
     Net tangible asset value per Linked Unit (cents)             1,081.22             1,173.73             8.6%


    Notes and assumptions:
    1.  The “Audited results before the proposed acquisitions” column was extracted from the annual financial
        statement of financial position of the Fund as at 31 March 2012, and adjusted for acquisitions made
        post year end.

    2.  The “Pro forma results after the Giuricich Acquisition, Investec Acquisitions and material post balance
        sheet events'' column represents net asset value per Linked Unit and net tangible asset value per
        Linked Unit after the acquisition of the Giuricich properties and Investec properties. It includes the effect
        of the acquisition and transfer of the properties for an aggregate purchase consideration of
        R1,582,052,295, all acquired as going concern assets.

    3.   It has been assumed that the acquisition is entirely equity funded with 17,000,000 linked units issued to
         Giuricich at a Clean Price of R12.29 per linked unit, 17,000,000 linked units issued to Investec at a
         Clean Price of R12.66 per linked unit and a further 87,388,852 linked units issued in terms of the
         Proposed Rights Offer at an assumed Clean Price of R13.25 per linked unit to settle the balance of the
         purchase considerations.

    4.   The estimated once-off transaction expenses of acquiring the Giuricich Properties and Investec
         Properties amounts to R6,126,278. This expense will be paid out of cash and capitalised to the
         respective investment properties.


3. FORECAST FINANCIAL INFORMATION

   3.1. FORECAST FINANCIAL INFORMATION OF THE GIURICICH ACQUISITION

       The unaudited profit forecast of the Giuricich properties for the six months ending 31 March 2013 and the
       further twelve months ended 31 March 2014 is set out in the table below.

       The information below has been prepared on the assumption that the Giuricich Properties have been
       transferred to the Fund on 1 October 2012, notwithstanding the actual anticipated transfer date of the
       properties being on or about 1 November 2012.

                                                                                     Unaudited       Unaudited forecast
                                                                                   forecast for                       for
                                                                                  the Giuricich            the Giuricich
                                                                              Properties for the      Properties for the
                                                                                    six months           twelve months
                                                                                        ending                   ending
                                                                                      31 March                 31 March
            R’000                                                                          2013                    2014
        Revenue
              Gross rental and related revenue                                           31,966                   67,540
              Straight-line rental revenue adjustment                                       127                   (2,954)
        Rental revenue                                                                   32,093                   64,586
        Property expenses                                                                (1,495)                  (2,947)
        Net rental and related revenue                                                   30,598                   61,639
        Other operating expenses
             Asset Management Fee                                                        (1,857)                  (3,714)
        Operating profit                                                                 28,741                   57,925
             Finance costs                                                                     -                        -
        Profit before debenture interest and taxation                                    28,741                   57,952
             Debenture interest                                                         (28,585)                (60,818)
        Profit before taxation                                                              156                   (2,893)
        Taxation                                                                            (44)                     810
        Total comprehensive income for the period attributable to equity
                                                                                            112                   (2,083)
        holders


        Distributable to Linked Unit Holders                                             28,606                   60,862
             Interest on debentures                                                      28,585                   60,818
             Dividends on ordinary shares                                                     21                      44


        Incremental Linked Units in issue                                             57,292,075              57,292,075
        Forecast distribution per incremental Linked Unit (cents)                          49.93                  106.23


       Notes and assumptions
       The profit forecast for the six months ending 31 March 2013 and twelve months ending 31 March 2014 is based on the
       following assumptions:
    1.     Circumstances which affect the Fund’s business, but which are outside of the control of the Directors, will not change
           in a way that will materially affect the trading situation of the Fund;

    2.     No properties will be acquired and no properties will be disposed of during the forecast period;

    3.     No unforeseen economic factors that will affect the lessees’ ability to meet their commitments in terms of the existing
           lease agreements have been included;

    4.     All existing lease agreements are valid. The proportion of rental revenue (excluding recoveries) that is uncontracted
           for the six months ending March 2013 and for the year ending March 2014 is 1.9% and 2.3% respectively. It has
           been assumed that expiring leases have been renewed at current escalations;

    5.     No fair value adjustments to investment properties have been provided for;

    6.     Operating expenditure has been based on discussions with, and records of, the property managers and historical
           costs, taking into account the effects of inflation on these. The only material expenditure items are repairs and
           maintenance, property management fees and assessment rates and taxes.

    7.     No material refurbishment capital expenditure or any other material capital expenditure is forecast for the 6 months
           ending year ending 31 March 2013 and for the year ending 31 March 2014;

    8.     The asset management fee has been approximated at 0.5% of the cost of the properties being R742 800 000 for the
           entire forecast period;

    9.     Debenture interest payable in respect of the Linked Units is based on distributable earnings, adjusted for the
           payment of dividends in relation to the ordinary shares in issue;

    10. Deferred tax on the straight-line rental revenue adjustment has been included at a rate of 28%; and

    11. It has been assumed that distributable earnings will de distributed to linked unitholders in full.


3.2. FORECAST FINANCIAL INFORMATION OF THE INVESTEC ACQUISITIONS

    The unaudited profit forecast of the Investec Properties for the six months ending 31 March 2013 and the
    further twelve months ended 31 March 2014 is set out in the table below.

    The information below has been prepared on the assumption that the Investec Properties have been
    transferred to the Fund on 1 October 2012, notwithstanding the effective transfer date of the properties
    being 1 October 2012 for the Firs and 1 November 2012 for the Balfour and Investec Pretoria properties.


                                                                                   Unaudited forecast         Unaudited forecast
                                                                                                    for                        for
                                                                                         the Investec               the Investec
                                                                                    Properties for the         Properties for the
                                                                                          six months              twelve months
                                                                                               ending                     ending
                                                                                            31 March                   31 March
         R’000                                                                                   2013                       2014
     Revenue
           Gross rental and related revenue                                                      56,915                   115,313
           Straight-line rental revenue adjustment                                                2,816                     5,134
     Rental revenue                                                                              59,731                   120,447
     Property expenses                                                                         (18,080)                   (37,229)
     Net rental and related revenue                                                              41,651                    83,218
     Other operating expenses
          Asset Management Fee                                                                   (2,098)                   (4,196)
     Operating profit                                                                            39,553                     79,022
          Finance costs                                                                                -                          -
     Profit before debenture interest and taxation                                               39,553                     79,022
          Debenture interest                                                                   (36,700)                   (73,814)
     Profit before taxation                                                                       2,852                      5,208
     Taxation                                                                                      (799)                   (1,458)
     Total comprehensive income for the period attributable to equity holders                     2,054                     3,750
     

     Distributable to Linked Unit Holders                                                        36,727                    73,867
         Interest on debentures                                                                  36,700                    73,814
         Dividends on ordinary shares                                                                26                        53


     Incremental Linked Units in issue                                                          64,096,777              64,096,777
     Forecast distribution per incremental Linked Unit (cents)                                        57.30                 115.24


    Notes and assumptions
    The profit forecast for the six months ending 31 March 2013 and twelve months ending 31 March 2014 is based on the
    following assumptions:
    1.    Circumstances which affect the Fund’s business, but which are outside of the control of the Directors, will not change
          in a way that will materially affect the trading situation of the Fund;

    2.    No properties will be acquired and no properties will be disposed of during the forecast period;

    3.    The majority of existing lease agreements are valid and all rental guarantees are in place. In some cases the lease
          agreement has expired and has not yet been renewed. In these cases, it is assumed that the tenant remains in situ
          (except in the instances where the Fund is aware that a tenant may want to relocate) and continues to pay rent.
          Such revenue is treated as uncontracted revenue for the purposes of the profit forecasts. The proportion of rental
          revenue (excluding recoveries) that is uncontracted for the six months ending March 2013 and for the year ending
          March 2014 is 0.5% and 10.5% respectively. No escalations have been assumed on renewals and current rentals
          continue going forward;

    4.    Current vacant space has been forecast on a property by property basis and has either been assumed to remain
          vacant or, if it is considered viable that a tenant will be found, that it will be only partially let during the forecast
          period;

    5.    Leases expiring during the period have been forecast on a lease-by-lease basis and, in circumstances where the
          tenant has indicated that it is satisfied with the premises they have continued to be let at the current rates and
          escalations for the majority of the tenants. Where considered necessary, the forecast rental has been escalated or
          has been reduced in line with market rentals;

    6.    Operating expenditure has been based on discussions with, and records of, the property managers and historical
          costs, taking into account the effects of inflation on these. The only material expenditure items are repairs and
          maintenance, property management fees, assessment rates and taxes and municipal charges. Property
          management fees and assessment rates and taxes increased by more than 15%. The increase in property
          management fees relates to improved collections in respect of electricity recoveries at the Firs building. Electricity
          meters were recently installed, enabling management to fully recover the majority of the electrical charges from
          tenants in terms of the lease agreements. The increase in the assessment rates and taxes is as a result of the
          municipal valuation of one of the Firs being increase by municipality. Municipal charges decreased by more than
          15% as a result of the improved electricity recoveries detailed above;

    7.    No material refurbishment capital expenditure or any other material capital expenditure is forecast for the six months
          ending 31 March 3013 and the year ending 31 March 2014;

    8.    Debenture interest payable in respect of the Linked Units is based on distributable earnings, adjusted for the
          payment of dividends in relation to the ordinary shares in issue;

    9.    Deferred tax on the straight-line rental revenue adjustment has been included at a rate of 28%;

    10. The asset management fee has been approximated at 0.5% of the cost of the properties being R839 525 295 for the
          entire forecast period; and

    11. It has been assumed that distributable earnings will de distributed to linked unitholders in full.


3.3. FORECAST FINANCIAL INFORMATION OF THE GIURICICH ACQUISITION AND THE INVESTEC
     ACQUISITIONS
The unaudited profit forecast of the Giuricich properties and Investec properties for the six months ending
31 March 2013 and the further twelve months ended 31 March 2014 is set out in the table below.

The information below has been prepared on the assumption that the Giuricich Properties and the Investec
Properties have been transferred to the Fund on 1 October 2012, notwithstanding the actual anticipated
transfer date of the properties.

                                                                                             Unaudited                 Unaudited
                                                                                           forecast for              forecast for
                                                                                         the Giuricich              the Giuricich
                                                                                    Properties and the        Properties and the
                                                                                               Investec                 Investec
                                                                                     Properties for the        Properties for the
                                                                                            six months            twelve months
                                                                                      ending 31 March           ending 31 March
     R’000                                                                                         2013                     2014
 Revenue
       Gross rental and related revenue                                                           88,881                  182,853
       Straight-line rental revenue adjustment                                                     2,943                    2,180
 Rental revenue                                                                                   91,824                  185,033
 Property expenses                                                                              (19,575)                  (40,176)
 Net rental and related revenue                                                                   72,249                  144,857
 Other operating expenses
      Asset Management Fee                                                                        (3,955)                  (7,910)
 Operating profit                                                                                 68,294                  136,947
      Finance costs                                                                                      -                      -
 Profit before debenture interest and taxation                                                    68,294                  136,947
      Debenture interest                                                                        (65,286)                (134,632)
 Profit before taxation                                                                            3,008                     2,315
 Taxation                                                                                           (842)                    (648)
 Total comprehensive income for the period attributable to equity
                                                                                                   2,166                     1,666
 holders


 Distributable to Linked Unit Holders                                                             65,333                  134,729
      Interest on debentures                                                                      65,286                  134,632
      Dividends on ordinary shares                                                                    47                       97


 Incremental Linked Units in issue                                                          121,388,852              121,388,852
 Forecast distribution per incremental Linked Unit (cents)                                         53.82                  110.99


Notes and assumptions:
The profit forecast for the six months ending 31 March 2013 and twelve months ending 31 March 2014 is based on the
following assumptions:
1.     Circumstances which affect the Fund’s business, but which are outside of the control of the Directors, will not change
       in a way that will materially affect the trading situation of the Fund;

2.     No properties will be acquired and no properties will be disposed of during the forecast period;

3.     The majority of existing lease agreements are valid and all rental guarantees are in place. In some cases the lease
       agreement has expired and has not yet been renewed. In these cases, it is assumed that the tenant remains in situ
       (except in the instances where the Fund is aware that a tenant may want to relocate) and continues to pay rent.
       Such revenue is treated as uncontracted revenue for the purposes of the profit forecasts. The proportion of rental
       revenue (excluding recoveries) that is uncontracted for the six months ending March 2013 and for the year ending
       March 2014 is 1.0% and 7.5% respectively. No escalations have been assumed on renewals on the Investec
       Properties. Current escalations have been applied to renewals on the Giuricich Properties;

4.     Current vacant space has been forecast on a property by property basis and has either been assumed to remain
       vacant or, if it is considered viable that a tenant will be found, that it will be only partially let during the forecast
       period;
        5.    Leases expiring during the period have been forecast on a lease-by-lease basis and, in circumstances where the
              tenant has indicated that it is satisfied with the premises they have continued to be let at the current rates and
              escalations for the majority of the tenants. Where considered necessary, the forecast rental has been escalated or
              has been reduced in line with market rentals;

        6.    Operating expenditure has been based on discussions with, and records of, the property managers and historical
              costs, taking into account the effects of inflation on these. No material expenditure items have been increased in the
              forecast period by more than 15%.

        7.    No material refurbishment capital expenditure or any other material capital expenditure is forecast for the six months
              ending 31 March 3013 and the year ending 31 March 2014;

        8.    Debenture interest payable in respect of the Linked Units is based on distributable earnings, adjusted for the
              payment of dividends in relation to the ordinary shares in issue;

        9.    Deferred tax on the straight-line rental revenue adjustment has been included at a rate of 28%;

        10. The asset management fee has been approximated at 0.5% of the cost of the properties being R1 582 052 295 for
              the entire forecast period; and

        11. It has been assumed that distributable earnings will de distributed to linked unitholders in full.


4. IRREVOCABLE COMMITMENTS

  Investec Property Fund Linked Unitholders, holding directly and indirectly, approximately 119 480 077 Linked
  Units, comprising approximately 70.3% of the Investec Property Fund Linked Units in issue have provided
  irrevocable commitments to vote in favour of the Giuricich Acquisition.

  Investec Property Fund Linked Unitholders, holding directly and indirectly, approximately 29 285 714 Linked Units,
  comprising approximately 37.9% of the Investec Property Fund Linked Units in issue excluding those of Investec
  and other related parties, have provided irrevocable commitments to vote in favour of the Investec Acquisitions.

   Linked Unitholders holding directly and indirectly, approximately 115 259 244 Linked Units, comprising
  approximately 67.8% of the Investec Property Fund Linked Units in issue have provided irrevocable commitments
  to take up their rights should Investec Property Fund proceed with the Proposed Rights Offer based on the
  indicative terms as set out in paragraph1.3 above .In addition, commitments have been received to apply for
  excess / underwrite approximately 40% of the R1.5 billion Proposed Rights Offer.


5. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

  Linked unitholders are advised that the Fund has posted a Circular dated 22 August 2012 to its unitholders
  relating to the Giuricich Acquisition and the Investec Acquisitions. The Circular includes, inter alia, a notice of
  General Meeting of Investec Property Fund unitholders to be held at the registered office of Investec Property
  Fund Limited, 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton at 09h00 on
  Thursday, 27 September 2012 to consider and, if deemed fit, pass the resolutions stated in the notice of General
  Meeting forming part of the Circular and necessary to implement the acquisitions.

  The following sets out the salient dates and times in relation to the General Meeting:

                                                                                                                                2012

   Record date to receive notice of General Meeting                                                                 Friday, 17 August

   Circular, notice of General Meeting and form of proxy posted to Linked Unitholders on                           Monday, 27 August

   Last day to trade to be eligible to vote at the General Meeting                                               Friday, 14 September

   Record date to be eligible to attend and vote at the General Meeting                                          Friday, 21 September
   
   Last day to lodge forms of proxies in respect of the General Meeting by 09h00 on                             Tuesday, 25 September

   General Meeting of Linked Unitholders to be held at 09h00 on                                                Thursday, 27 September

   Results of General Meeting published on SENS on                                                             Thursday, 27 September

   Results of the General Meeting published in the press on                                                      Friday, 28 September



6. WITHDRAWAL OF CAUTIONARY

  Following the publication of the pro forma financial effects and forecast information of the Giuricich Acquisition and
  the Investec Acquisitions, unitholders are no longer required to exercise caution when dealing in Investec Property
  Fund linked units.

  Johannesburg
  27 August 2012

                                                                                         Independent reporting
 Investment bank and sponsor 
 Investec Corporate Finance

 Independent sponsor            
 Deloitte & Touche Sponsor Services

 Reporting accountants and auditors
 Ernst & Young Inc.

 Legal advisors to IPF
 Fluxmans Inc.
      
Date: 27/08/2012 11:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.