DIPULA INCOME FUND LTD - Capital Acquisition and Cautionary announcement

Capital Acquisition 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”)



CAPITAL ACQUISITIONS AND CAUTIONARY ANNOUNCEMENT


Introduction

Dipula unitholders are advised that Dipula’s subsidiary, Mergence Africa Property Fund Investment Trust
(“Mergence”) has concluded agreements for the acquisition of:

-      Shoprite Pretoria North (the “Shoprite Pretoria North acquisition”);
-      Ziyabuya Shopping Centre and Gezina Galleries;
-      Blackheath Pavilion; and
-      Woodmead Square and Woodmead Super Value Mall (the “iFour acquisitions”),

(collectively the “Capital acquisitions”) from Capital Property Fund, Pangbourne Properties Limited,
Monyetla Property Holdings Proprietary Limited and iFour Properties SA Proprietary Limited respectively
(the “sellers”).

The Capital acquisitions will provide Dipula with an opportunity to increase Dipula’s retail portfolio
exposure. The acquisitions will also improve the quality and average size of the portfolio in line with
Dipula’s investment strategy.

Terms and conditions of the Capital acquisition

The total purchase consideration is R559 030 000, payable in cash. The consideration shall be funded by
way of debt and/or equity funding.

The Capital acquisitions are indivisible and subject to the following conditions:
- completion of a due diligence;
- the necessary approvals of Mergence and the sellers;
- Mergence securing funding for the purchase price; and
- approval by the Competition Authorities.

The Shoprite Pretoria North acquisition is also subject to Property Fund Managers Limited approving the
Shoprite Pretoria North acquisition and Shoprite Checkers Proprietary Limited not exercising its rights of
pre-emption.

Woodmead Square and Woodmead Super Value Mall are leasehold properties and are subject to the sub-
lessor consenting to the cession and assignment of the notarial deeds of sub-lease.

Details of the properties

The property specific information required in terms of the JSE Listings Requirements in relation to the
Capital acquisitions is set out below.

Property name and address                                    Sector        Purchase                    Weighted
                                                                              Price      Rental    average gross
                                                                                       area (m2)   rental per m2
Shoprite Pretoria North, corner of Ben Viljoen               Retail      R76 640 000       6 442           83.40                                                                                                         
and Rachel De Beer Streets, Pretoria North

Ziyabuya Shopping Centre, corner of                          Retail      R116 000 000     14 584           75.52
Uitenhage Road and Makhawenke Street,
Kwadesi

Gezina Galleries, corner of Michael Brink and                Retail      R159 330 000     16 632           98.41
Frederika Streets, Gezina

Blackheath Pavilion, 309 Pendoring Road,                     Retail       R70 500 000      6 269           92.93
Blackheath

Woodmead Square, Waterfall Road,                             Retail       R31 900 000      2 910           144.86
Woodmead Retail Area, Woodmead

Woodmead Super Value Mall, Waterfall Road,                   Retail      R104 660 000      7 993           160.10
Woodmead Retail Area, Woodmead

Save for the rental enterprise businesses in respect of Woodmead Square and Woodmead Super Value Mall
(which are being acquired with effect from the date of registration of a notarial deed of cession and
assignment in favour of Mergence) the rental enterprise businesses comprising the Capital acquisitions, are
being acquired with effect from the date of transfer of the underlying properties into Mergence’s name and
are valued by the company at an amount equivalent to the purchase price payable for such businesses.

Further announcement and cautionary

The Capital acquisitions are classified as a Category 2 transaction in terms of the JSE Listings
Requirements.

The financial effects of the Capital acquisitions are still in the process of being finalised and will be
published in due course. Unitholders of Dipula are advised to exercise caution when dealing in their linked
units until the financial effects of the Capital acquisitions are announced.

22 March 2013


Sponsor
Java Capital

Date: 22/03/2013 01:20:00 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
 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.