RESILIENT PROPERTY INCOME FUND LTD - Proposed Transaction to have the Effect to Internalising the Management of Capital

Proposed Transaction to have the Effect to Internalising the Management of Capital

CAPITAL PROPERTY FUND
(a portfolio in Capital Property Trust Scheme, a collective
investment scheme in property registered as such in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002)
Share code: CPL ISIN: ZAE000001731
(“Capital”)
Managed by Property Fund Managers Limited
(Registration number 1980/009531/06)
(“PFM”)

And


RESILIENT PROPERTY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2002/016851/06
Share code: RES ISIN: ZAE000043642
(“Resilient”)


PROPOSED TRANSACTION TO HAVE THE EFFECT OF INTERNALISING THE MANAGEMENT OF CAPITAL


INTRODUCTION
Unitholders are advised that the boards of Resilient and PFM have agreed the terms of a transaction that, if
implemented, would have the effect or economic effect of internalising the management of Capital (“the
transaction”), in a manner that would better align the interests of Capital’s management and investors. The
internal management model is considered consistent with investor preferences and best practice globally
regarding management and governance for the sector.

The parties to the transaction have agreed that an amount of R750 million would be payable to Resilient in
consideration for its agreement to the transaction, to be settled in Capital units at R10.60 per unit. Resilient
has agreed that, after implementation of the transaction, it would maintain its financial assistance for the
Capital equity incentivisation scheme in which Capital’s management will continue to participate, with
Resilient’s financial assistance currently capped at R250 million. Resilient would maintain the financial
assistance until such time as Capital is legally in a position to implement its own equity incentivisation
scheme.

The transaction will be subject to conditions including -
   - all required regulatory approvals including as regards the Registrar of Collective Investment Schemes
      and the Competition Authorities; and
   - all required approvals of Capital unitholders in general meeting in terms of the JSE Listings
      Requirements and by ballot in terms of the Capital trust deed.

The pro forma financial effects of the proposed transaction are not significant to Capital based on its audited
results for the year ended 31 December 2012 and have accordingly not been presented in this announcement.
The transaction would not, on a pro forma basis, have had a significant effect on Resilient’s distribution per
linked unit based on its audited results for the year ended 31 December 2012.
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CATEGORISATION OF THE TRANSACTION, RELATED PARTY CONSIDERATIONS AND FURTHER DOCUMENTATION

As Resilient owns all the issued shares in PFM, the parties have agreed that the transaction should be treated
as a related party transaction for Capital under the JSE Listings Requirements. Accordingly, the transaction
will be subject to unitholder approval at a Capital general meeting and a statement by PFM confirming that
the transaction is fair insofar as Capital unitholders are concerned and that the board of PFM has been so
advised by an independent expert. Accordingly, a circular setting out further details of the transaction
including the fairness opinion, and containing a notice convening a general meeting of unitholders, will be
sent to Capital unitholders in due course.

Although Resilient will be taken into account in determining a quorum at the Capital general meeting, the
JSE Listings Requirements require that the resolution authorising the transaction must be approved in a
general meeting by a majority of Capital unitholders, excluding the votes cast by Resilient and its associates,
present in person or by proxy.

In addition, to the extent necessary, the transaction will be subject to Capital unitholders approving any
required changes to the Capital trust deed, by ballot in terms of the trust deed.

The transaction is not categorisable for Resilient in terms of the JSE Listings Requirements. Accordingly,
the transaction is not subject to approval by Resilient linked unitholders and the announcement is made to
Resilient unitholders for information purposes only.


5 April 2013



Sponsor to Capital and Resilient
Java Capital

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