DELTA PROPERTY FUND LIMITED - Acquisition and / or receipt of letters of support from an aggregate of 41.40% of the linked unitholders

Acquisition and / or receipt of letters of support from an aggregate of 41.40% of the linked unitholders

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

ACQUISITION AND / OR RECEIPT OF LETTERS OF SUPPORT FROM AN
AGGREGATE OF 41.40% OF THE LINKED UNITHOLDERS IN ASCENSION
PROPERTIES LIMITED (“ASCENSION”)

1.1   Acquisition of a 17.75% stake in Ascension

      Holders of Delta linked units (“Delta Linked Unitholders”) are
      advised that Delta has concluded a series of agreements to
      acquire 38 885 046 (thirty eight million, eight hundred and
      eighty five thousand, and forty six) Ascension “A” linked
      units and 82 724 141 (eighty two million, seven hundred and
      twenty four thousand, one hundred and forty one) Ascension “B”
      linked    units   from    various   institutional    investors
      (“Institutional   Investors”)(the   “Acquisition”),   for   an
      aggregate consideration of c.R397 million (three hundred and
      ninety seven million Rand) (the “Purchase Consideration”),
      which will be settled through a combination of debt funding
      (“Cash Component”) and the issue of additional Delta linked
      units (“Consideration Units”).

      The Acquisition will be subject to, inter alia, the fulfilment
      of the following conditions by no later than 31 March 2014:

        - Delta providing guarantees to the Institutional Investors
          by no later than Friday, 7 February 2014 in relation to
          the Cash Component of the Purchase Consideration; and
        - such regulatory and other approvals as may be required
          being unconditionally obtained, including approval from
          the JSE Limited (“the JSE”) for the issue of the
          Consideration Units;

      The Acquisition provides Delta with a strategic stake in
      Ascension and supports Delta’s aim to ultimately acquire 100%
      of the issued share capital of Ascension (“Delta’s Stated
      Objective”).

      This announcement is a voluntary announcement in terms of the
      JSE Listing Requirements and accordingly financial effects of
      the Acquisition have not been disclosed.

1.2   Letters of support

      Delta Linked Unitholders are further advised that Delta has
      received letters of support from certain institutional
      investors, who hold c.23.65% in aggregate of the total number
      of Ascension linked units in issue, to support Delta either by
      way of a proposed scheme of arrangement in terms of section
      114 of the Companies Act 71 of 2008, or any other transaction
      structure which supports Delta’s Stated Objective.



05 February 2013

Johannesburg



Investment bank, corporate advisor and sponsor
Nedbank Capital


Legal advisor
Bowman Gilfillan

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