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DIA/DIB - Dipula Income Fund Limited - Acquisitions of the Plaza Shopping

Release Date: 29/05/2012 14:59
Code(s): DIA DIB
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DIA/DIB - Dipula Income Fund Limited - Acquisitions of the Plaza Shopping Centre, Randfontein Station Shopping Centre and Bushbuckridge Shopping Centre and cautionary announcement DIPULA INCOME FUND LIMITED (formerly Dipula Property Fund (Pty) Ltd) Registration number 2005/013963/06 JSE code for A-linked units: DIA ISIN for A-linked units: ZAE000158317 JSE code for B-linked units: DIB ISIN for B-linked units: ZAE000158325 ("Dipula" or the "company") ACQUISITIONS OF THE PLAZA SHOPPING CENTRE, RANDFONTEIN STATION SHOPPING CENTRE AND BUSHBUCKRIDGE SHOPPING CENTRE AND CAUTIONARY ANNOUNCEMENT INTRODUCTION Linked unitholders are advised that Dipula has concluded agreements ("the agreements") for the acquisition of The Plaza Shopping Centre ("The Plaza Shopping Centre acquisition"), Randfontein Station Shopping Centre (the "Randfontein Station Shopping Centre acquisition") and Bushbuckridge Shopping Centre (the "Bushbuckridge Shopping Centre acquisition") (together "the acquisitions"). The acquisitions provide the company with an opportunity to increase Dipula`s retail portfolio exposure to low-income households. These strategic acquisitions improve the quality and average size of the portfolio and will also improve the geographic spread of the company`s properties. TERMS OF THE ACQUISITIONS AND CONDITIONS PRECEDENT The total purchase consideration payable by Dipula in respect of the acquisitions is R329 880 000 with R179 500 000 attributable to The Plaza Shopping Centre acquisition, R46 200 000 attributable to the Randfontein Station Shopping Centre acquisition and R104 180 000 attributable to the Bushbuckridge Shopping Centre acquisition. Payment of the purchase consideration for the acquisitions will be secured by way of debt and equity funding. The properties are leasehold properties each of which are being acquired with effect from the date on which the cessions of the leasehold are registered in terms of the rules and regulations of the Deeds Office (the "registration date") on which date the purchase consideration will be paid. If the registration date is after 1 October 2012, the purchase consideration shall be increased at a rate of 7% per annum, converted into a daily rate, in respect of each day by which the registration date is delayed beyond 1 October 2012. The shopping centres have been acquired from the following vendors: - Rainbow Beach Trading 180 (Proprietary) Limited in respect of The Plaza Shopping Centre acquisition; - Golden Pond 322 (Proprietary) Limited in respect of the Randfontein Station Shopping Centre acquisition; and - Salestalk 298 (Proprietary) Limited in respect of the Bushbuckridge Shopping Centre acquisition. The acquisitions are, inter alia, subject to the following conditions precedent: - the securing, to the extent necessary, of approval by the Competition Authorities; - the owners of the properties consenting in writing to the cession by the vendors of their leasehold rights and obligations; - Dipula securing written unconditional approval from Dipula`s investment committee for the implementation of each of the acquisitions; - approval by shareholders of the vendors, the Ideas Fund of Old Mutual Life Assurance Company (South Africa) Limited; - the obtaining of all resolutions required by directors of the vendors; - Dipula securing finance by way of debt of not less than 30% (thirty percent) of the total purchase consideration and the remainder by way of equity; and - in respect of The Plaza Centre acquisition, Shoprite agreeing to waive its rights of first refusal of the immovable property. In addition the acquisition of Randfontein Station Shopping Centre is conditional on the acquisition of each of The Plaza Shopping Centre and Bushbuckridge Shopping Centre. THE PROPERTY PORTFOLIO The property specific information required in terms of the JSE listings Requirements in relation to The Plaza Shopping Centre, Randfontein Station Shopping Centre and Bushbuckridge Shopping Centre is set out below. Property name and Geographical Rentable Area Weighted address location (m2) Average rental per m2 The Plaza Shopping Phuthaditjhaba, 25 720 R73.80 Centre, Cnr Motlaing Free State and Setai Road Randfontein Station Randfontein, 5 935 R79.42 Shopping Centre, Cnr Gauteng Station and Sutherland Road Bushbuckridge Bushbuckridge, 16 203 R62.90 Shopping Centre, Mpumalanga Main Bushbuckridge Road All of the shopping centres are retail properties. No independent valuation of the shopping centres has been concluded by the purchaser and the board of the purchaser values the shopping centres at the purchase price. CATEGORISATION OF THE ACQUISITIONS The acquisitions are classified as a Category 2 transaction in terms of the JSE Listings Requirements. None of the acquisitions are subject to approval by Dipula`s linked unitholders. FINANCIAL EFFECTS AND CAUTIONARY The financial effects of the acquisitions are still in the process of being finalised and will be published in due course. Linked unitholders of Dipula are advised to exercise caution when dealing in their linked units until the financial effects of the acquisitions are announced. 29 May 2012 Corporate advisor and Sponsor Java Capital Legal advisor Cliffe Dekker Hofmeyr Date: 29/05/2012 14:59:01 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.

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