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Redefine Income Fund Limited - Rights Offer Announcement

Release Date: 10/04/2006 17:01
Code(s): RDF
Wrap Text

Redefine Income Fund Limited - Rights Offer Announcement REDEFINE INCOME FUND LIMITED (Registration No. 1999/018591/06) Share Code: RDF & ISIN Code: ZAE000023503 ("Redefine") RIGHTS OFFER ANNOUNCEMENT Unitholders are referred to the announcement published on SENS on 4 April 2006 in terms of which they were advised that the board of directors has resolved to raise up to R331 711 370 by the issue of an additional 53 501 834 Redefine linked units by implementing a rights offer (the "rights offer"). SALIENT TERMS OF THE RIGHTS OFFER The rights offer is being made on the following bases: - Linked unitholders will be offered 10.69 new Redefine linked units ("rights units") for every 100 Redefine linked units held as at the record date for participation in the rights offer, on the terms and conditions set out in a circular to be posted to unitholders (the "circular"). Fractions of new linked units will not be allotted, each qualifying linked unitholder"s entitlement being rounded to the nearest whole number of new linked units. - The rights units are available for subscription at a price of R6,20 each (included in which is a distribution clawback of 7 cents in respect of the distribution for the period 1 March 2006 to 31 May 2006, full details of which are included in the circular), payable in full on acceptance by certificated linked unitholders, or on a deliver versus-payment basis by the CSDP or broker of dematerialised linked unitholders in Rands. - The rights offer will not be underwritten. - Linked unitholders will be entitled to apply for additional linked units in excess of their entitlement. To the extent that there are excess linked units available, the pool of excess linked units will be allocated on an equitable basis. Upon their issue, the new linked units to be allotted pursuant to the rights offer will be listed and will rank pari passu in all respects with the existing issued linked units, including the right to receive in full all distributions thereafter declared. CONDITIONS The rights offer is conditional upon the approvals of the requisite regulatory authorities and the rights offer circular and letters of allocation being registered with the Registrar of Companies. UTILISATION OF PROCEEDS OF CAPITAL RAISING The additional capital raised by Redefine pursuant to the rights offer will be utilised to fund further acquisitions that will complement the quality of Redefine"s real estate portfolio. FINANCIAL EFFECTS The pro forma historical financial effects of the rights offer on the historical earnings, headline earnings, net asset value and tangible net asset value per Redefine linked unit are set out below. The pro forma financial information, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the directors of Redefine. The financial effects have been prepared for illustrative purposes only to provide information on how the rights offer may have impacted on Redefine. Because of their nature, the pro forma financial effects may not give a fair reflection of Redefine"s financial position after the rights offer, or the effect thereof on future earnings. Pro forma Pro forma Change before the after the % rights rights offer offer
Earnings per linked unit 159.81 (1) 147.34 (2) (7.80) Headline earnings per 20.90 (1) 21.84 (2) 4.52 linked unit Distribution per linked 20.90 (1) 21.84 (2) 4.52 unit Net asset value per linked 581.87 (1) 585.43 (2) 0.61 unit Net tangible asset value 581.87 (1) 585.43 (2) 0.61 per linked unit Notes and assumptions: 1. The figures set out in the "before rights offer" column above have been extracted from the reviewed financial results of Redefine for the six month period ended 28 February 2006. 2. The following assumptions have been made: - The rights offer was implemented on 31 August 2005 for earnings and headline earnings per linked unit purposes and on 28 February
2006 for net asset value and net tangible asset value per linked unit purposes. - The proceeds of the rights issue were utilised to reduce borrowings at rates of between 9.84% and 10.06% throughout the
period. CIRCULAR A circular setting out full terms and conditions of the rights offer, together with a letter of allocation, will be posted to linked unitholders in accordance with the timetable published on SENS on 4 April 2006. Rosebank 10 April 2006 Corporate and legal advisor Java Capital (Proprietary) Limited Sponsor Java Capital (Proprietary) Limited Reporting accountants PKF (Jhb) Inc Date: 10/04/2006 05:01:50 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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