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RDF - Redefine Properties Limited - Update on and financial effects of the proposed acquisition by Redefine of control of Hyprop Redefine Properties Limited (formerly Redefine Income Fund Limited) (Registration No. 1999/018591/06) Share Code: RDF ISIN Code: ZAE000143178 ("Redefine") UPDATE ON AND FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION BY REDEFINE OF CONTROL OF HYPROP INTRODUCTION Unitholders are referred to the previous announcements in relation to the acquisition by Redefine of 19 686 558 Hyprop Investment Limited ("Hyprop") units at R50 per unit from Coronation Asset Management (the "acquisition") and the mandatory offer (the "mandatory offer") to Hyprop unitholders that will be triggered on the implementation of the acquisition (collectively, the "transactions"). UPDATE ON THE TRANSACTIONS Redefine has received unconditional approval from the Competition Tribunal for the acquisition of control by Redefine of Hyprop that may result from the implementation of the transactions. The acquisition and the mandatory offer collectively comprise a category 1 transaction for the purpose of the JSE Listings Requirements and, accordingly, are conditional on Redefine unitholder approval. In this regard a category 1 circular in relation to the transactions has been dispatched to Redefine unitholders today Wednesday 28 July 2010 convening a general meeting of unitholders for Thursday, 12 August 2010 to consider and, if deemed fit, approve the implementation of the transactions. Although the mandatory offer is only triggered on the implementation of the acquisition Redefine intends anticipating its obligations under the SRP Code by making an offer to Hyprop that is conditional upon the Redefine unitholder approval envisaged above. A further announcement detailing the terms of the mandatory offer will be published in due course. FINANCIAL EFFECTS OF THE TRANSACTIONS The audited pro forma consolidated statement of comprehensive income and pro forma consolidated statement of financial position are the responsibility of the directors of Redefine and they have been prepared for illustrative purposes only, in order to provide information about the financial position and results of Redefine, assuming the acquisition and mandatory offer had been implemented on 28 February 2010 and 1 September 2009, respectively. Due to its nature, the pro forma financial information may not give a fair reflection of Redefine`s financial position and results of operations subsequent to the acquisition and mandatory offer. The pro forma financial information has been prepared on the basis that after the acquisition the Hyprop units are treated as an investment in listed securities. On the implementation of the mandatory offer Hyprop is accounted for as a subsidiary of Redefine. The financial effects of the transactions are set out below: Before After the Percentage After the Percentage
acquisition change mandatory change R`000 % offer-cash % consideration
Earnings per 69.03 72.52 5.1 76.83 5.6 linked unit (cents) Headline 64.01 67.49 5.5 59.16 (12.4) earnings per linked unit (cents) Distributions 33.50 33.22 (0.8) 31.37 (5.6) per linked unit (cents) Net asset 785.90 785.62 - 840.21 6.9 value per linked unit (cents) Net tangible 633.87 633.59 - 652.52 3.0 asset value per linked unit (cents) 28 July 2010 Corporate advisor, legal advisor and sponsor Java Capital (Proprietary) Limited Date: 28/07/2010 16:11:06 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.
