Acquisition by VPIF of Bryanston Gate VUNANI PROPERTY INVESTMENT FUND LIMITED Granted REIT status by the JSE (Registration number: 2005/019302/06) ISIN: ZAE000157459 JSE code: VPF (“VPIF” or “the Company”) ACQUISITION BY VPIF OF BRYANSTON GATE 1. INTRODUCTION Unitholders are advised that VPIF has entered into a Sale of Rental Enterprise Agreement with AH and MJ Proprietary Limited, AH and MJ Property Developments Proprietary Limited, K-H Industrial Proprietary Limited, K-H Property Holdings Proprietary Limited, Kirchmann-Hurry Construction Proprietary Limited and Mopart Investments CC (“the vendors”), in terms of which VPIF will acquire the rental enterprise conducted as a going concern on Remainder of Erf 5086 and Erf 680, Bryanston, Registration Division I.R., Province of Gauteng, measuring 1.3247 and 1.7311 hectares respectively (“the property” and “the transaction”) known as Bryanston Gate. The agreement contains warranties normal for an acquisition of this nature. 2. INFORMATION RELATING TO THE PROPERTY Description of the property: Erf 5086 and Erf 680, Bryanston, Registration Division I.R., Province of Gauteng, measuring 1.3247 and 1.7311 hectares respectively. Location: Corner Main Road and Homestead Avenue, Bryanston, Sandton, Gauteng GLA: 15 233 square metres and 811 parking days, which constitutes 100% offices Leases: There are 43 leases of which the major tenants are: Tenant: GLA: Maturity date: Primary Asset Management 3,518m² 31 Aug 2016 Nampak Products Limited 2,202m² 29 Feb 2016 City Lodge Hotels 1,397m² 31 Dec 2016 Weighted average rental R105.92 per square meter (gross lease) per square metre: Purchase price and other The purchase price of the property is set out in costs: paragraph 4 below. The following other expenditure will be incurred in respect of the property: Agent’s commission is payable by the vendor. All costs incidental to the transfer of the property – approximately R250 000.00 Independent valuation: No independent valuation has been carried out and the board of VPIF is of the view that the purchase price of R 174 000 000 represents the fair value of the immovable property as at the effective date. 3. RATIONALE FOR THE TRANSACTION VPIF was listed on the JSE Limited (“JSE”) on 11 August 2011. The main purpose of the listing was to provide VPIF with a platform for acquisitive growth and this transaction is a step towards VPIF’s stated intention to grow the portfolio by the acquisition of high quality yield-enhancing properties. Bryanston Gate will give an initial yield of 10.83%. 4. PURCHASE CONSIDERATION A cash purchase price of R174 000 000 is payable by VPIF to the vendors, which amount includes VAT levied at the rate of 0% in terms of section 11(1)(e) of the VAT Act. 5. EFFECTIVE DATE The effective date of the transaction will be the date of registration of transfer of ownership of the property. 6. CONDITIONS PRECEDENT The transaction is conditional upon Competition Commission approval and the transfer of the property. 7. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The pro forma financial effects of the transaction on net asset value and net tangible asset value per linked unit are not significant and have therefore not been disclosed. 8. FORECAST INFORMATION RELATING TO THE TRANSACTION The forecast financial information relating to the transaction for the financial periods ending 30 June 2014 and 30 June 2015 is set out below. The forecast financial information has not been reviewed or reported on by a reporting accountant in terms of section 8 of the Listings Requirements of the JSE and is the responsibility of the company’s directors. Forecast Forecast for the 6 for the 12 months months ending 30 ending 30 June 2014 June 2015 R’000 R’000 Gross income 11 668 24 520 Property Expenditure (2 421) (5 072) Net property related income 9 247 19 448 Other operating expenditure (435) (870) Net operating income 8 812 18 578 Finance costs (7 861) (15 764) Debenture interest (951) (2 814) Net profit before tax 0.00 0.00 Taxation 0.00 0.00 Net profit after taxation 0.00 0.00 Distributable earnings: 951 2 814 Notes: 1. Gross income includes all tenant recoveries while Property Expenditure includes all consumption expenditure. 2. Other operating expenditure includes asset management and property management fees. 3. Assuming VPIF raises debt to fund the transaction, 100% of the debt for the transaction has been attributed to this transaction. 4. The debenture interest has been calculated in accordance with the provision of the Debenture Trust Deed. 9. CLASSIFICATION OF THE TRANSACTION The transaction is classified as a Category 2 transaction in terms of the Listing Requirements of the JSE. Sandton 24 October 2013 Independent Lead Sponsor Grindrod Bank Limited Corporate Adviser and Joint Sponsor Vunani Corporate Finance Date: 24/10/2013 10:05:00 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.