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HYP - Hyprop Investments Limited - Hyprop`s Proposed Acquisition of 100% of the shares in Attfund retail: changes to the composition of the offer consideration and update on timing Hyprop Investments Limited (Incorporated in the Republic of South Africa) (Registration No. 1987/005284/06) Share Code: HYP ISIN Code: ZAE000003430 ("Hyprop" or "the company") HYPROP`S PROPOSED ACQUISITION OF 100% OF THE SHARES IN ATTFUND RETAIL: CHANGES TO THE COMPOSITION OF THE OFFER CONSIDERATION AND UPDATE ON TIMING INTRODUCTION Combined unitholders are referred to the previous announcements related to and detailing the proposed offer (the "offer") to be made by Hyprop to acquire 100% of the shares in Femtoworx Limited (in the process of being renamed Attfund Retail Limited) ("Attfund Retail"), for the purpose of acquiring Attfund Retail`s portfolio of property assets and listed securities. This announcement details proposed changes to the composition of the offer consideration and an update on the timing of the offer. CHANGES TO THE COMPOSITION OF THE OFFER CONSIDERATION As previously announced, in terms of the offer, Hyprop will acquire 100% of the issued share capital of Attfund Retail for an aggregate effective consideration of R8.986 billion less the value of Attfund Retail`s debt as at the effective date of the offer (the "offer consideration"). In terms of the original agreement between Hyprop and the major Attfund Retail shareholders: - R6.048 billion of the offer consideration was to be discharged by the issue of 112 million Hyprop combined units at R54.00 per unit (the "consideration units")and the balance was to be discharged in cash; - the Attfund Retail vendors were required to place 50 million of the consideration units (the "placement units") for cash on the basis that, if any of the placement units were not placed at a price of at least R54 per unit, Hyprop would (at its election), either make up the difference in cash or repurchase the placement units in question at a price of R54 per unit. Hyprop, Attfund Retail and the major Attfund Retail shareholders have agreed in principle to amend the agreement relating to the offer such that, while the aggregate offer consideration will remain unchanged, the number of consideration units will be reduced by 20 million combined units and the cash consideration will be increased by R1.080 billion (the value of the 20 million combined units at a price of R54 per combined unit). The effect of the amendment is that: - R4.968 billion of the offer consideration will now be discharged by the issue of 92 million Hyprop combined units with the balance being discharged in cash; and - the Attfund Retail vendors` requirement to place consideration units for cash has been reduced from 50 million units to 30 million units. The increased cash consideration is more dilutionary than the issue of consideration units in the short term, however it has the effect of increasing Hyprop`s gearing to a level that the board feels is more optimal, enhancing growth going forward. In addition the reduction in the number of placement units improves the probability of a successful placement, reducing the likelihood of Hyprop having to either make good any shortfall or repurchase any additional consideration units. The gearing level of the combined Hyprop and Attfund Retail portfolios post the implementation of the offer is anticipated to be approximately 28%, assuming no consideration units are repurchased. UPDATE ON TIMING The Competition Tribunal approved the offer without conditions on 6 April 2011. The pro forma financial effects of the offer and possible repurchase together with the Attfund Retail forecast will be published early next week. The offer remains conditional upon, inter alia, Hyprop unitholder approval and the implementation of the Attfund Retail restructure. The circular and revised listing particulars in relation to the offer are anticipated to be posted to combined unitholders within the next week. Johannesburg 8 April 2011 Corporate advisor and legal advisor to Hyprop Java Capital (Proprietary) Limited Sponsor to Hyprop Java Capital Trustees and Sponsors (Proprietary) Limited Legal advisor to Attfund Retail Edward Nathan Sonnenbergs Inc. Date: 08/04/2011 16:23:02 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.
