Acquisition by VPIF of a building in Rivonia VUNANI PROPERTY INVESTMENT FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2005/019302/06) JSE code: VPF ISIN: ZAE000157459 (“VPIF” or “the company”) ACQUISITION BY VPIF OF A BUILDING IN RIVONIA 1. INTRODUCTION Unitholders are advised that VPIF has entered into a Sale of Enterprise Agreement with Money Box Investments 84 Proprietary Limited (“the vendor”), in terms of which VPIF will acquire the rental enterprise conducted as a going concern on Erf 155, Edenburg, Gauteng, (“the property” and “the transaction”) known as The Business Centre. The agreement contains warranties normal for an acquisition of this nature. 2. INFORMATION RELATING TO THE PROPERTY Description of the Erf 155 Edenburg. property: Location: 377 Rivonia Boulevard, Sandton, Gauteng GLA: 4 893 square metres and 164 parking days, which constitutes 100% offices Lease The vendor has signed a 10 year ‘triple net lease (fully repairing maintaining insuring) for 10 years, escalating at 7.5% per annum. Weighted average R86.00 per square metre (triple net rental per square lease) metre: Purchase price and The purchase price of the property is set other costs: out in paragraph 4 below. The following other expenditure will be incurred in respect of the property: Agent’s commission is payable by the vendor. All costs incidental to the transfer of the property – approximately R124 460. Independent No independent valuation has been carried valuation: out and the board of VPIF is of the view that the purchase price of R 64 500 000 represents the fair value of the immovable property as at the effective date. 3. RATIONALE FOR THE TRANSACTION VPIF was listed on the JSE Limited (“JSE”) on 11 August 2011. The main purpose of the listing was to provide VPIF with a platform for acquisitive growth and this transaction is a step towards VPIF’s stated intention to grow the portfolio by the acquisition of high quality yield-enhancing properties. The Business Centre will give an initial yield of 9.63%. 4. PURCHASE CONSIDERATION A cash purchase price of R64 500 000, which will be funded by debt, is payable by VPIF to the vendor, which amount includes VAT levied at the rate of 0% in terms of section 11(1)(e) of the VAT Act. 5. EFFECTIVE DATE The effective date of the transaction will be the date of registration of transfer of ownership of the property. 6. CONDITIONS PRECEDENT The transaction is unconditional and is subject to transfer of the property. 7. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The pro forma financial effects of the transaction on net asset value and net tangible asset value per linked unit are not significant and have therefore not been disclosed. 8. FORECAST INFORMATION RELATING TO THE TRANSACTION The forecast financial information relating to the transaction for the financial periods ending 30 June 2013 and 30 June 2014 is set out below. The forecast financial information has not been reviewed or reported on by a reporting accountant in terms of section 8 of the Listings Requirements of the JSE and is the responsibility of the company’s directors. Forecast Forecast for the for the 12 9 months months ending ending 30 June 30 June 2013 2014 R’000 R’000 Gross income 4 959 7 021 Property Expenditure ( 299) ( 458) Net property related income 4 660 6 563 Other operating expenditure ( 295) ( 397) Net operating income 4 365 6 166 Finance costs ( 3 970) ( 5 317) Debenture interest ( 395) ( 849) Net profit before tax 0 0 Taxation 0 0 Net profit after taxation 0 0 Distributable earnings: 395 849 Notes: 1. Gross income includes all tenant recoveries while Property Expenditure includes all consumption expenditure. 2. Other operating expenditure includes asset management and property management fees. 3. VPIF will raise debt to fund the transaction and therefore 100% of the debt for the transaction has been attributed to this transaction. 4. The debenture interest has been calculated in accordance with the provision of the Debenture Trust Deed. 9. CLASSIFICATION OF THE TRANSACTION The transaction is classified as a Category 2 transaction in terms of the Listing Requirements of the JSE. 10. RENEWAL OF CAUTIONARY ANNOUNCEMENT Unitholders are referred to the cautionary announcement published by the company on 29 August 2012. The company continues to be involved in negotiations that if concluded, could have a material effect on the price of its units. Unitholders are therefore advised to continue to exercise caution when dealing in their VPIF units until such time as a further announcement is made. Sandton 12 September 2012 Independent Lead Sponsor Grindrod Bank Limited Corporate Adviser and Joint Sponsor Vunani Corporate Finance Date: 12/09/2012 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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