Finalisation announcement in respect of a fully underwritten renounceable rights offer Sycom Property Fund ("Sycom") A Collective Investment Scheme in Property ("CISP") registered in terms of the Collective Investment Schemes Control Act, No. 45 of 2002 ("CISCA") and managed by Sycom Property Fund Managers Limited ("SPFM") (Registration number 1986/002756/06) JSE share code: SYC ISIN: ZAE000019303 FINALISATION ANNOUNCEMENT IN RESPECT OF A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER 1. INTRODUCTION Holders ("Unitholders") of participatory interests ("Units") in Sycom are referred to the announcement ("the Declaration Announcement") published on SENS on 28 March 2013 and in the South African press on 2 April 2013, wherein Sycom announced its intention to raise R900 000 002 by way of a fully underwritten renounceable rights offer (the "Rights Offer") of 33 027 523 new Sycom units (the "Rights Offer Units") to qualifying Unitholders at a subscription price of 2 725 cents (R27.25) (the "Rights Offer Price") per Rights Offer Unit, at a ratio of entitlement of 13.28519 Rights Offer Units for every 100 Units held on the Rights Offer record date, being Friday, 26 April 2013 ("Record Date"). Unitholders are advised that Sycom has received formal approval of the Rights Offer circular from the Issuer Regulation Division of the JSE Limited ("JSE") and accordingly, the Rights Offer can now be implemented in accordance with the salient dates and times set out in the Declaration Announcement. 2. PRO FORMA FINANCIAL EFFECTS The unaudited pro forma financial effects set out below have been prepared to assist Unitholders to assess the impact of the Rights Offer on the basic and diluted earnings per Unit, headline earnings per Unit, net asset value per Unit, tangible net asset value per Unit and distribution per Unit. Due to the nature of these pro forma financial effects, they are presented for illustrative purposes only and may not fairly present Sycoms financial position or the results of its operations after the Rights Offer. The unaudited pro forma financial effects have been prepared in accordance with the JSE Listings Requirements and the South African Institute of Chartered Accountants Guide on Pro forma Financial Information (revised and issued in September 2012) and are the responsibility of the directors of SPFM. The material assumptions on which the pro forma financial effects are based are set out in the notes following the table. Before the Pro forma After the Percentage Rights Offer adjustment Rights Offer change (%) Basic earnings per Unit (cents) 74.32 0.36 74.68 0.48 Diluted basic earnings per Unit (cents) 74.32 0.36 74.68 0.48 Headline earnings per Unit (cents) 78.83 (0.16) 78.67 (0.20) Diluted headline earnings per Unit (cents) 78.83 (0.16) 78.67 (0.20) Distributions per Unit (cents) 84.43 (0.82) 83.61 (0.97) Net asset value per Unit (cents) 2 388.16 35.46 2 423.62 1.49 Weighted average number of Units at 30 September 2012 (000) 248 604 33 028 281 632 13.29 Diluted weighted average number of Units at 30 September 2012 (000) 248 604 33 028 281 632 13.29 Units in issue at 30 September 2012 (000) 248 604 33 028 281 632 13.29 Notes and assumptions 1. The unaudited financial information has been extracted, without adjustment, from the published unaudited interim results of Sycom for the six months ended 30 September 2012. 2. The pro forma adjustments to earnings, diluted earnings, headline earnings and diluted headline earnings per Unit have been calculated on the assumption that the Rights Offer was fully subscribed and implemented on 1 April 2012. 3. The pro forma adjustments to the net asset value have been calculated on the assumption that the Rights Offer was fully subscribed and the proceeds of the Rights Offer were received on 30 September 2012. 4. The pro forma adjustments to the distributions per Unit have been calculated based on the following assumptions: a. distributable earnings have increased by the additional interest income per note 6 below; b. the number of Units in issue has been calculated on the assumption that the Rights Offer was fully subscribed for on 30 September 2012; and c. it has been assumed that all Units issued pursuant to the Rights Offer will qualify for the full distribution for the six months ended 30 September 2012. 5. The Rights Offer Price has been used for the pro forma adjustments with 33 027 523 Units issued for gross proceeds of R900 000 002, before deducting expenses. 6. R317 million of the net Rights Offer proceeds has been assumed to be invested in an access bond facility at the prevailing prime rate of interest minus 2.5% and the net balance of R571.6 million has been assumed to be invested at an interest rate of 5.5% per annum, resulting in additional interest income of R25.78 million. 7. Transaction costs amounting to R11 366 000 (excluding VAT) have been incurred, of which R11 160 000 has been written off to Unitholders capital and the remaining R206 000 expensed. 8. Other than the adjustment for transaction costs as explained in note 7 above, all adjustments made to the statement of comprehensive income are expected to have a continuing effect. 9. The percentage change has been calculated as the cumulative change since before the Rights Offer. 3. RIGHTS OFFER CIRCULAR A circular containing full details of the terms of the Rights Offer and a form of instruction in respect of a letter of allocation will be posted on or about Monday, 29 April 2013 to all Unitholders recorded in the register as such on the Record Date. 4. FURTHER INFORMATION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT Unitholders are referred to the announcement released on SENS on 28 March 2013 and are advised that additional information in respect of the acquisition of the remaining 50% of the Somerset Mall Shopping Centre from AECI Pension Fund and the conclusion of an agreement with Hyprop Investments Limited in respect of various matters (including the disposal of the Somerset Mall Shopping Centre, a specific repurchase of Sycom Units and the suspension of litigation proceedings) will be provided in due course. Unitholders are therefore advised to continue exercising caution when dealing in their Sycom Units until a further announcement relating to the above is published. Cape Town 11 April 2013 Corporate adviser and transaction sponsor on the Rights Offer QuestCo Legal advisor DLA CLIFFE DEKKER HOFMEYR Reporting accountants KPMG Sponsor to Sycom ABSA Member of BARCLAYS Date: 11/04/2013 09:43:00 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.