SYCOM PROPERTY FUND - Notice of Ballot

Notice of Ballot

SYCOM PROPERTY FUND
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
("Sycom” or the “Fund”)

NOTICE OF DISPATCH OF BALLOT CIRCULAR TO INCREASE THE GEARING LIMITS OF
SYCOM FROM 30% TO 60% AND TIME TABLE

1.    INTRODUCTION

      SPFM has determined to ballot ("the Ballot") registered holders ("Unitholders") of Sycom's
      participatory interests ("units") to obtain Unitholder approval to increase the borrowing limits
      imposed on the Fund from the current limit of 30% to 60% of the value of Sycom’s underlying
      assets.
      Apart from the general growth opportunities that will result from an increase in the gearing limits
      of the Fund, the obtaining of Unitholders' approval to the increase is a condition precedent to
      the disposal of the Somerset Mall Shopping Centre in Somerset West ("Somerset Mall") to
      Hyprop Investments Limited ("Hyprop"), details of which were set out in the Sycom
      announcement published on SENS on 28 March 2013 and in the press on 2 April 2013
      ("Hyprop Transaction").

      Although the Fund's gearing limit will, subject to the obtaining of Unitholder approval to the
      increase in terms of the Ballot and the approval of the Registrar of Collective Investment
      Schemes ("Registrar") to the amendment to the Trust Deed, and subject further to the
      restrictions imposed by Hyprop referred to in paragraph 3 below, be increased from 30% to
      60% of the value of the underlying assets of the Fund, the long-term strategy of the SPFM
      Board is to generally maintain gearing at a level below 40%, and only exceed this level as a
      result of the temporary effects of specific transactional activity.

2.    RATIONALE FOR THE INCREASE

      The more flexible gearing limit will permit the SPFM Board to act more quickly to take
      advantage of investment opportunities and low interest rates to enable SPFM to provide
      consistent real growth in distributions per unit to Unitholders and to maximise the total return on
      investment for Unitholders on a sustainable basis.

3.    HYPROP TRANSACTION

      It is also a condition precedent to the Hyprop Transaction that Unitholders approve the increase in
      Sycom's gearing limits from 30% to 60% by not later than 30 August 2013. This is to enable the sale of
      the Somerset Mall to Hyprop to be implemented.
      Hyprop has undertaken to vote in favour of the Ballot. However, in terms of the Hyprop
      Transaction, until the effective date of that transaction, SPFM has undertaken not to increase
      Sycom's gearing levels above 30% without Hyprop's approval, except as necessary for (i)
      implementation of the Hyprop Transaction; (ii) the exercise of any pre-emptive rights
      available to Sycom as at the conclusion of the Hyprop Transaction and (iii) the upgrade of the
      Vaal Mall. In no circumstances is the gearing to exceed 45% of the value of Sycom’s
      underlying assets.

4.    NOTICE OF BALLOT AND PARTICIPATION

      Unitholders are advised that a circular ("Ballot Circular"), incorporating details of the proposed
      amendments to the Trust Deed ("the Amendments"), will be posted to all Unitholders registered
      as Unitholders on the Record Date for participation in the Ballot (see paragraph 5). Unitholders
      are requested to complete the Ballot form in the manner indicated in the Ballot Circular and to
      return the Ballot form included with the Ballot Circular to the Fund's auditors, KPMG, either at
      the KPMG physical address at MSC House, 1 Mediterranean Street, Foreshore, Cape Town,
      8001, or at the KPMG postal address at P 0 Box 4609, Cape Town, 8000, to be received by no
      later than the Closing Date specified in paragraph 5.
      A successful Ballot requires that Unitholders registered as such on the Record Date, holding no
      less than 25% in value of the total number of units (excluding SPFM as manager), respond by
      the Closing Date and that such Unitholders holding a majority in value of such Units, consent to
      the Amendments.

5.    SALIENT DATES OF THE BALLOT

      The following salient dates are relevant to the Ballot —
                                                                                                 2013

      Last date to trade in order to be recorded in the register to vote               Friday, 10 May

      Record date to participate in the Ballot ("Record Date")                         Friday, 17 May

      Posting of the Ballot Circular and Ballot form (on or about)                     Friday, 24 May

      Ballot replies to be received by no later than ("Closing Date")                  Monday, 8 July

      Results of the Ballot to be announced on or about                               Monday, 22 July

      Dematerialised Unitholders are required to contact their duly appointed CSDP, banker or broker
      in the manner and time stipulated in the agreement governing the relationship between such
      Unitholders and their CSDP, banker or broker.

6.    RECOMMENDATIONS AND APPROVALS IN PRINCIPAL

      The Manager recommends that Unitholders vote in favour of the Amendments. The Ballot
      Circular has been approved by the Registrar and FirstRand Bank Limited (acting through RMB
      Custody and Trustee Services division), the Sycom Trustee. They have also approved the
      Fourth Supplemental Deed to the Trust Deed, which will give effect to the Amendments, once
      signed by SPFM and the Trustee and approved by the Registrar, which signature and
      approvals are subject to the requisite approval of the Unitholders to the Amendments being
      obtained in terms of the Ballot.
      The Ballot is effected in terms of the Trust Deed and as such is regulated by the Registrar and
      is not a corporate action regulated in terms of the JSE Limited Listings Requirements.

7.    RENEWAL OF CAUTIONARY

      Unitholders are referred to the announcements regarding the Hyprop Transaction referred to in
      paragraph 1 and are advised to continue to exercise caution in dealing in their units until such
      time as all relevant information regarding the acquisition by the Fund of the 50% undivided
      share of Somerset Mall from AECI Pension Fund and the subsequent Hyprop Transaction,
      including pro forma financial effects, has been published.


Cape Town
25 April 2013

Sponsor, Corporate Advisor and Investment Bank
Absa Bank Limited (acting through its Corporate and Investment Banking Division)

Legal advisor
DLA Cliffe Dekker Hofmeyr

Date: 25/04/2013 11:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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