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CPL / MYT - Capital / Monyetla - Capitals Firm Intention To Offer To Acquire All Monyetla Linked Units And Cautionary Announcements Capital Property Fund Share Code: CPL ISIN: ZAE000001731 ("Capital") (A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in Property established in terms of the Collective Investment Schemes Control Act, No 45 of 2002) Managed by Property Fund Managers Limited ("PFM") (Incorporated in the Republic of South Africa) (Registration No. 1980/009531/06) Monyetla Property Fund Limited (Registration No. 1987/006274/06) Share Code: MYT ISIN Code: ZAE000093761 ("Monyetla") CAPITAL`S FIRM INTENTION TO OFFER TO ACQUIRE ALL MONYETLA LINKED UNITS AND CAUTIONARY ANNOUNCEMENTS INTRODUCTION Capital and Monyetla unitholders are advised that Capital has informed Monyetla of its firm intention to offer ("the offer") to acquire all Monyetla linked units in issue pursuant to a scheme of arrangement (the "scheme") to be proposed by Capital in terms of section 311 of the Companies Act, No. 61 of 1973 (the "Act") between Monyetla and its unitholders (the "offerees"). The offer is on the basis of an all-unit consideration which would entail all Monyetla unitholders ("scheme members")swapping their linked units in Monyetla for units in Capital. RATIONALE On implementation of the scheme, unitholders in the enlarged Capital will have the advantage of trading liquidity in respect of their units. In addition, the boards of Capital and Monyetla expect benefits for the enlarged Capital to result from reduced overhead costs, a market-appropriate combined gearing level and application of the property skills base of Capital. TERMS OF THE OFFER The consideration to be offered by Capital for Monyetla linked units will comprise Capital units calculated on a swap ratio of 0,50926 Capital units per Monyetla unit (the "swap ratio"). The swap ratio has been determined on the basis that: - immediately prior to the operative date of the scheme, Monyetla will have 206 471 849 linked units in issue and there will be no outstanding options or subscription rights to Monyetla linked units under any linked unit incentive scheme or otherwise; and - the effective date of the acquisition of Monyetla units by Capital will be 1 July 2008 so that, between 1 July 2008 and the operative date of the scheme, Monyetla will not have made any payments to its linked unitholders in respect of income periods commencing on or after 1 July 2008. Accordingly, in respect of Monyetla units swapped for Capital units on implementation of the scheme: - Monyetla`s income distribution in respect of all income periods commencing on or after 1 July 2008 will be for the benefit of Capital; and - Monyetla unitholders will have received Capital units in time to participate in Capital income distributions for income periods commencing on or after 1 July 2008. The scheme will be subject to the following conditions: - receipt of all necessary regulatory and statutory approvals including: - the approval of the JSE Limited and the Securities Regulation Panel; - the unconditional approval (or approval acceptable to Capital) of the Competition authorities for the implementation of the offer and the acquisition by Capital of 100% of Monyetla units in issue; - the High Court of South Africa authorising the convening of a scheme meeting of the offerees; - the scheme being approved by a majority representing not less than three fourths of the votes exercisable by the scheme members present and voting either in person or by proxy at the scheme meeting; - the sanctioning of the scheme by the High Court; and - registration of a certified copy of the Order of Court by the Registrar of Companies in terms of the Act. Conditions must be fulfilled no later than 15 February 2009 or such later date as may be agreed to by Capital. On fulfilment of the conditions to and implementation of the scheme, Capital will hold 100% of the issued linked units of Monyetla and Monyetla will be de- listed from the JSE Limited. IRREVOCABLE UNDERTAKINGS IN SUPPORT OF THE SCHEME Monyetla linked unitholders holding approximately 82% of Monyetla`s linked units in issue have provided irrevocable undertakings to vote in favour of the scheme. EXTERNAL ADVICE AND THE VIEWS OF THE BOARD ON THE OFFER The Monyetla board will appoint independent advisors to provide the board with external advice as required in terms of the SRP Code. The substance of the external advice and the views of the board will be set out in the circular to be posted to Monyetla linked unitholders. FINANCIAL EFFECTS AND CAUTIONARY ANNOUNCEMENT The financial effects of the offer on Monyetla and Monyetla unitholders and on Capital and Capital unitholders have not been finalised and will be published in due course. As the transaction constitutes a Category 2 transaction for Capital, Capital will be publishing further information as required under the JSE Listings Requirements, including information pertaining to Monyetla`s property portfolio. Pending further announcements, Monyetla and Capital unitholders are advised to exercise caution in dealing with their securities. FURTHER DOCUMENTATION Within 30 days after the date of this announcement, a circular containing full details of the offer, the scheme and notice of scheme meeting will be posted to Monyetla unitholders. 26 September 2008 Corporate advisor, legal advisor and sponsor to Capital and transaction sponsor Java Capital (Proprietary) Limited Sponsor to Monyetla Deloitte and Touche Sponsor Services (Proprietary) Limited Date: 26/09/2008 16:25:12 Supplied by www.sharenet.co.za 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.
