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Financial effects and withdrawal of cautionary announcement
DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa
(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”)
FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Linked unitholders are referred to the announcements released on SENS on:
- 28 August 2012 regarding the acquisition of the Absa Call Centre building, the SAPS VIP building and the
SAPS IJS buildings (the “Abland acquisition”); and
- 7 September 2012 regarding the acquisition of the Smada properties (the “Smada acquisition”) and Tower Mall
(the “Tower Mall acquisition”),
(together the “acquisitions”).
The purpose of this announcement is to present the financial effects of the respective acquisitions.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITIONS
The financial effects set out below are the responsibility of the directors of Dipula and have been prepared for
illustrative purposes only, in order to provide information about the results of Dipula only. Due to their nature, the
unaudited pro forma financial effects may not fairly present Dipula’s results subsequent to the acquisitions. The
unaudited pro forma financial effects have not been reviewed or reported on by the company’s auditors.
General notes and assumptions
1. The figures set out in the “Before” column above have been extracted, without adjustment, from Dipula’s
interim results for the six months ended 29 February 2012.
2. The respective acquisitions are assumed to have been implemented on 1 September 2011 for purposes of
statement of comprehensive income and 29 February 2012 for purposes of statement of financial position.
3. The unaudited pro forma financial effects have been prepared in accordance with the accounting policies of
Dipula that were used in the preparation of the interim results for the six months ended 29 February 2012.
4. It has been assumed that transaction costs will be capitalised.
5. Given the nature of Dipula’s linked unit capital structure, the company considers the impact of the acquisitions
on the loss and headline loss per share as an inappropriate measure in assessing the impact of the acquisitions
but are however required to disclose this information in terms of the JSE Listings Requirements.
The tables below set out the pro forma financial effects of the respective acquisitions on a Dipula unitholder.
Abland acquisition
The effect of the Abland acquisition on Dipula’s basic earnings per A-linked unit and headline earnings per A-linked
unit are not significant (less than 3%) and therefore have not been disclosed.
Before After % change
Net asset value per A-linked unit (excluding deferred taxation) (cents) 646.31 673.69 4.2
Net asset value per B-linked unit (excluding deferred taxation) (cents) 646.31 673.69 4.2
Basic loss per share (cents) (4.88) (4.27) 12.4
Headline loss per share (cents) (2.16) (1.90) 12.4
Basic earnings per B-linked unit (cents) 22.86 24.38 6.6
Headline earnings per B-linked unit (cents) 25.57 26.76 4.6
Distributable earnings per B-linked unit (cents) 27.74 28.65 3.3
Notes and assumptions:
1. The purchase consideration for the Abland acquisition is to be funded through approximately R172.4 million of
new debt facilities while the balance will be settled through the issue of approximately R258.6 million Dipula A
and B linked units.
2. Transaction costs are assumed to be approximately R0.2 million.
3. The financial information relating to the Abland acquisition has been extracted from management accounts for
the six month period ended 29 February 2012. The management of Dipula are satisfied with the quality of the
information contained in these management accounts.
Smada acquisition
The effect of the Smada acquisition on Dipula’s net asset value, basic earnings per A-linked unit and headline earnings
per A-linked unit are not significant (less than 3%) and therefore have not been.
Before After % change
Basic loss per share (cents) (4.88) (4.62) 5.4
Headline loss per share (cents) (2.16) (2.05) 5.4
Basic earnings per B-linked unit (cents) 22.86 24.86 8.7
Headline earnings per B-linked unit (cents) 25.57 27.43 7.3
Distributable earnings per B-linked unit (cents) 27.74 29.48 6.3
Notes and assumptions:
1. The purchase consideration for the Smada acquisition is to be funded through approximately R69.2 million of
new debt facilities while the balance will be settled through the issue of approximately R103.8 million Dipula A
and B linked units.
2. Transaction costs are assumed to be approximately R0.2 million.
3. The financial information relating to the Smada acquisition has been extracted from management accounts for
the six month period ended 29 February 2012. The management of Dipula are satisfied with the quality of the
information contained in these management accounts.
Tower Mall acquisition
The effect of the Tower Mall acquisition on Dipula’s net asset value, basic earnings per A-linked unit and headline
earnings per A-linked unit are not significant (less than 3%) and therefore have not been disclosed.
Before After % change
Basic loss per share (cents) (4.88) (4.65) 4.8
Headline loss per share (cents) (2.16) (2.06) 4.8
Basic earnings per B-linked unit (cents) 22.86 24.14 5.6
Headline earnings per B-linked unit (cents) 25.57 26.73 4.5
Distributable earnings per B-linked unit (cents) 27.74 28.79 3.8
Notes and assumptions:
1. The purchase consideration for the Tower Mall acquisition is to be funded through approximately R61 million
of new debt facilities while the balance will be settled through the issue of approximately R91.6 million Dipula
A and B linked units.
2. Transaction costs are assumed to be approximately R0.2 million.
3. Given the nature of the Tower Mall acquisition, the financial information relating to the statement of
comprehensive income financial effects is based on forecast income and expenses for the six months ended 30
November 2013. This forecast information has not been reviewed or reported on by Dipula’s auditors.
WITHDRAWAL OF CAUTIONARY
Dipula linked unitholders are advised that following the release of the financial effects of the acquisitions, caution is
no longer required to be exercised by linked unitholders when dealing in their linked units.
12 October 2012
Corporate advisor and sponsor
Java Capital
Date: 12/10/2012 01:48:00 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
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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.
