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Redefine /Spearhead - Firm Intention Redefine Income Fund Limited (Registration No. 1999/018591/06) Share Code: RDF & ISIN Code: ZAE000023503 ("Redefine") Spearhead Property Holdings Limited (Registration No. 1996/005827/06) Share Code: SPE & ISIN Code: ZAE000019162 ("Spearhead") FIRM INTENTION TO MAKE AN OFFER TO LINKED UNITHOLDERS OF SPEARHEAD INTRODUCTION Further to the Redefine cautionary announcements dated 11 May and 3 July 2006 and the Spearhead cautionary announcements dated 26 May and 7 July 2006, Redefine and Spearhead linked unitholders are advised that Redefine has submitted to the board of directors of Spearhead a notice of Redefine"s firm intention to make an offer (either directly or through its wholly owned subsidiary Outward Investments (Proprietary) Limited) to acquire 100% of the Spearhead linked units in terms of either: - a scheme of arrangement (the "scheme") in terms of section 311 of the Companies Act, 61 of 1973 (the "Act"); and/or - an offer in terms of sections 440A to 440K of the Act (the "440 offer"), (the "Spearhead offer"). TERMS OF THE OFFER The principal terms and conditions of the Spearhead offer will be as follows: The offer consideration The consideration payable by Redefine for the Spearhead linked units will comprise, at the election of Spearhead linked unit holders, either: - 6.18 Redefine linked units (the "consideration units") per Spearhead linked unit; or - R31.00 in cash (the "cash consideration") per Spearhead linked unit, together with interest thereon at 8.5% (nominal annual compounded monthly) from 1 September 2006 until the date of payment of the cash consideration. In the absence of an election, Spearhead linked unitholders will be deemed to have elected to have received the consideration units as opposed to the cash consideration. The aggregate cash consideration will be limited to 50% of the total consideration payable in terms of the Spearhead offer. Accordingly, Spearhead linked unitholders who elect to receive the cash consideration in respect of more than 50% of their Spearhead linked units will only be accommodated if and to the extent that, other Spearhead linked unitholders elect to receive consideration units in respect of more than 50% of their Spearhead linked units. Entitlement to income The Spearhead linked units acquired by Redefine pursuant to the Spearhead offer will be acquired ex the entitlement to the Spearhead income distribution in respect of the six month period ended 30 June 2006, on the basis that the Spearhead linked unitholders and not Redefine will receive that distribution. The consideration units will rank for Redefine income distributions with effect from the income distribution period commencing on 1 September 2006. Conditions to the offer The Spearhead offer will be conditional upon: - the requisite approval of Redefine linked unitholders; - Redefine acquiring 100% of the Spearhead linked units in issue; and - receipt of all requisite regulatory, court and Spearhead linked unitholder approvals. UNDERTAKINGS TO SUPPORT THE SPEARHEAD OFFER Spearhead linked unitholders holding approximately 30.6% of Spearhead"s linked units have provided irrevocable undertakings to vote in favour of the scheme or accept the 440 offer depending upon the form that the Spearhead offer takes. In addition Spearhead linked unitholders holding approximately 27% of the Spearhead"s linked units have indicated their support for the Spearhead offer. DE-LISTING OF SPEARHEAD Subject to the offer being implemented, Spearhead will be delisted from the JSE Limited. CONFIRMATION OF FINANCIAL RESOURCES The Standard Bank of South Africa Limited has confirmed to the Securities Regulation Panel ("SRP") that sufficient cash resources are available to Redefine to satisfy full acceptance of the Spearhead offer. OPINION AND RECOMMENDATIONS The Spearhead board has formed a separate independent subcommittee to consider the terms of the offer. The sub-committee will appoint independent advisors to assist in its task and provide it with the external advice required in terms of the SRP Code. The opinions and recommendations of the independent advisors, independent sub-committee and the board will be set out in a circular that will be sent to Spearhead linked unitholders. RENEWAL OF SPEARHEAD AND REDEFINE CAUTIONARY ANNOUNCEMENTS Until such time as the detailed terms and conditions of the offer and the salient dates and times pertaining to the offer are published, Spearhead linked unitholders are advised to continue exercising caution when dealing in their Spearhead linked units. The financial effects of the Spearhead offer on Redefine linked unitholders have not yet been finalised and will be published as soon as they have been completed. Accordingly Redefine linked unitholders are advised to continue to exercise caution when trading in Redefine linked units until a further announcement is made. Redefine linked unitholders are however advised that the renewed cautionary applies only to the Spearhead offer and that other negotiations referred to in the cautionary announcement dated 11 May 2006 are not proceeding. FURTHER DOCUMENTATION A circular containing full details of the Spearhead offer will be posted to Spearhead shareholders in due course. A Redefine category 1 acquisition circular will be posted to Redefine shareholders in due course. Rosebank 26 July 2006 Corporate advisor, legal advisor and sponsor to Redefine Java Capital (Proprietary) Limited Sponsor and corporate advisor to Spearhead Bridge Capital Legal advisors to Spearhead Werksmans Attorneys and Hofmeyr Herbstein and Ghiwala Inc. Date: 26/07/2006 02:04:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
