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Redefine - Odd-Lot Offer Redefine Income Fund Limited (Registration No. 1999/018591/06) Share code: RDF ISIN code: ZAE000023503 ("Redefine" or "the company") ODD-LOT OFFER INTRODUCTION Java Capital is authorised to announce that the board of directors of Redefine has resolved to implement an odd-lot offer ("the odd-lot offer"), subject to receiving approval of linked unitholders at a general meeting convened, inter alia, for that purpose. ODD-LOT OFFER Basis of the odd-lot offer Linked unitholders holding: * 99 linked units or less will be entitled to participate in the compulsory odd- lot offer ("compulsory odd-lot offer"); and * 100 linked units or more but less than 1 000 linked units will be entitled to participate in the voluntary odd-lot offer ("voluntary odd-lot offer"), on the terms set out below (collectively the "odd-lot unitholders"). If you are the holder of 1 000 Redefine linked units or more, the odd-lot offer is not relevant to you. Rationale During February 2004, Corpcapital Limited ("Corpcapital") distributed 50 000 000 Redefine linked units to Corpcapital shareholders. The Corpcapital distribution resulted in the number of Redefine linked unitholders increasing from 2 795 (as at the end of January 2004) to 8 886 (as at 12 August 2004). This equates to an increase of 6 091 new Redefine linked unitholders (an increase of approximately 218%). The number of Redefine linked unitholders, as at 12 August 2004, holding 99 linked units and less and holding 100 or more but less than 1 000 linked units are 3 870 and 1 820 respectively. The proposed odd-lot offer will: - enable Redefine to decrease the substantial recurring costs of administration (estimated at R621 000 per annum) relating to having a large number of small linked unitholders on the register, each holding an insignificant number of linked units; - enable linked unitholders in respect of both the compulsory odd-lot offer and the voluntary odd-lot offer to participate in the odd-lot offer, either as an affordable exit strategy or a means of increasing their unitholding. The board of Redefine decided to afford linked unitholders holding 100 linked units or more but less than 1 000 linked units the opportunity to participate in the odd-lot offer in order to further incentivise the smaller linked unitholders to trade on a cost free basis. Mechanism for the compulsory odd-lot offer The compulsory odd-lot offer will be implemented on the basis that the odd-lot unitholders may elect either to: - subscribe for such number of additional linked units from Redefine at the offer price in order to increase their odd-lot unitholdings to either 100 linked units or 1 000 linked units, at their election; or - sell their odd-lot unitholdings to Redefine at the offer price; or - retain their odd-lot unitholdings. Odd-lot unitholders who do not elect any of the abovementioned alternatives, shall be deemed to have agreed to sell their odd-lot unitholdings to Redefine at the offer price. The documents of title of certificated odd-lot linked unitholders will thereafter have no value other than to receive the proceeds of the sale of such linked units. Mechanism for the voluntary odd-lot offer The voluntary odd-lot offer will be implemented on the basis that the odd-lot holders may either elect to: - subscribe for such number of additional linked units from Redefine at the offer price in order to increase their odd-lot holdings to 1 000 linked units; - sell their odd-lot holdings to Redefine at the offer price; or - retain their odd-lot holdings. Odd-lot holders who do not elect any of the abovementioned alternatives, shall be deemed to have retained their odd-lot holdings. Offer price The offer price will be at a 10% premium to the five day weighted average price of a Redefine linked unit prior to the opening of the election period in respect of the odd-lot offer. Such price will be announced on SENS and in the press once determined. FINANCIAL EFFECTS OF THE ODD-LOT OFFER The financial effects of the odd-lot offer on the historical earnings, headline earnings, net asset value and net tangible asset value per linked unit are immaterial and hence have not been disclosed. GENERAL MEETINGS, CIRCULAR AND SALIENT DATES The general meetings of Redefine shareholders and debenture holders will be convened for the purpose of, inter alia, considering and, if deemed fit, passing with or without modification, the resolutions necessary to implement the odd-lot offer. A circular to linked unitholders containing, inter alia, full details of the odd lot offer, notices of general meetings, forms of proxy, forms of election and forms of surrender, will be posted to linked unitholders in due course. A salient dates announcement with respect to the odd-lot offer will be made on SENS and in the press once such dates have been finalised. Rosebank 17 August 2004 Legal and corporate advisor Java Capital Sponsor Java Capital Reporting Accountants Fisher Hoffman PKF (Jhb) Inc. Date: 17/08/2004 11:53:19 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
