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Redefine/ Spearhead - The Redefine and Spearhead transaction 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") THE REDEFINE AND SPEARHEAD TRANSACTION The Competition Tribunal unconditionally approved the acquisition by Redefine of 100% of the linked units in Spearhead Property Holdings Limited pursuant to a scheme of arrangement in terms of section 311 of the Companies Act (Act 61 of 1973, as amended) ("the scheme") at the Competition Tribunal hearing held on Thursday, 9 November 2006. The acquisition and the scheme remain subject to the following conditions precedent: * the scheme being sanctioned by the High Court of South Africa (Cape of Good Hope Provincial Division); and * a certified copy of the Order of Court sanctioning the scheme being registered by the Registrar in terms of the Companies Act. The court hearing to sanction the scheme will take place at 10:00 (or such later date and time as counsel may be heard) on Friday, 17 November 2006. Spearhead linked unitholders are entitled to attend or to be represented by Counsel at the court hearing and to be heard concerning any objections they may have in respect of the scheme. Subject to the court sanctioning the scheme, the salient dates and the date on which the scheme will be implemented will be as follows: 2006 Court hearing to sanction the scheme on Friday, 17 November Results of scheme published on SENS on Friday, 17 November Register order with Registrar on Monday, 20 November Results of scheme published in the press on Monday, 20 November Last day to trade in order to participate in the scheme consideration on Friday, 24 November Suspension of listing of Spearhead linked units at commencement of trading on Monday, 27 November Election between cash consideration and consideration units closes at 12:00 on (see note 3 below) Friday, 1 December Scheme consideration record date being the date Friday, 1 December on which scheme participants must be recorded in the register to receive the scheme consideration, by close of trading on Operative date of the scheme at the commencement of trading on Monday, 4 December Scheme consideration posted to certificated Monday, 4 December scheme participants (if documents of title are received on or prior to the scheme consideration record date) on or about Dematerialised scheme participants should have Monday, 4 December their accounts (held at their CSDP or broker) updated on or about Termination of listing of Spearhead linked units Tuesday, 5 December at the commencement of trading on or about Notes: 1. All dates and times may be changed by mutual agreement between Spearhead and Redefine and/or may be subject to certain regulatory approvals. Any change will be published in the press and on SENS. 2. Linked unit certificates may not be dematerialised after Friday, 24 November 2006. 3. Dematerialised Spearhead linked unitholders must advise their CSDP or broker of their election in the manner stipulated in the custody agreement governing the relationship between such linked unitholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Rosebank 9 November 2006 Corporate advisor, legal advisor and sponsor to Redefine Java Capital (Proprietary) Limited Corporate advisor and sponsor to Spearhead Bridge Capital Advisors (Proprietary) Limited Legal advisor to Spearhead and attorneys to the scheme Hofmeyr Herbstein & Gihwala Inc. Legal advisor to Spearhead Werksmans Inc. Spearhead"s auditors and independent advisor PKF (Newlands) Inc. Date: 09/11/2006 05:17:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
