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Subscription for shares in Rockcastle Global Real Estate Company Limited
RESILIENT PROPERTY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/016851/06)
JSE share code: RES ISIN: ZAE000043642
(Approved as a REIT by the JSE)
(“Resilient”)
SUBSCRIPTION FOR SHARES IN ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
1. THE TRANSACTION
Resilient has agreed to subscribe for 22 388 060 shares in Rockcastle Global Real Estate Company Limited (Incorporated in
the Republic of Mauritius with registration number 108869 C1/GBL) (“Rockcastle”) in terms of a placement of 90 000 000
new shares undertaken by Rockcastle (“the subscription”).
Resilient is subscribing for the new shares through Rockcastle’s Mauritian share register at a subscription price of USD1.30 per
share, equating to an aggregate subscription price of R298 157 094.
The subscription price will be settled in cash out of Resilient’s available debt facilities.
The Rockcastle shares are expected to be issued, listed and trade on the Alternative Exchange of the JSE Limited (“JSE”) and
the Stock Exchange of Mauritius Limited (“SEM”) from Tuesday, 10 December 2013. The Rockcastle shares will rank for
dividends in respect of the period 1 July 2013 to 31 December 2013.
Following this subscription Resilient will hold 106 238 060 shares in Rockcastle, equivalent to 20.04% of Rockcastle’s shares
in issue.
2. RATIONALE FOR THE ACQUISITION
This additional investment in Rockcastle is in line with Resilient’s strategy to increase its offshore exposure.
Rockcastle has a primary listing on the SEM and a secondary listing on the JSE. Rockcastle’s primary objective is to invest in
real estate assets and companies with attractive yields with the prospect of capital growth. The additional capital raised by
Rockcastle through the placement will be used by it to invest in listed real estate securities and/or direct property in selected
jurisdictions. Further information on Rockcastle and its activities is available at www.rockcastleglobalre.mu.
3. CATEGORISATION
The subscription constitutes a category 2 transaction in terms of the JSE Listings Requirements and accordingly does not
require approval by linked unitholders.
4. FINANCIAL EFFECTS
The pro forma financial effects, set out in the table below, have been prepared for illustrative purposes only, to provide
information on how the subscription may have impacted on the historical financial results of Resilient for the six months ended
30 June 2013. Due to their nature, the pro forma financial effects may not fairly present Resilient’s financial position, changes
in equity, results of operations or cash flows after the subscription for the Rockcastle shares. The pro forma financial effects are
the responsibility of the directors of Resilient and have not been reviewed or reported on by Resilient’s auditors or reporting
accountants.
The pro forma financial effects have been prepared in accordance with Resilient’s accounting policies and in compliance with
IFRS.
The pro forma financial effects of the subscription on Resilient’s basic earnings, diluted basic earnings, headline earnings and
diluted headline earnings per share/linked unit for the six months ended 30 June 2013 are set out in the table below. The pro
forma financial effects of the subscription on Resilient’s distribution per linked unit, net asset value per linked unit and net
tangible asset value per linked unit are not significant and accordingly have not been disclosed.
Before Pro forma after Percentage
(cents) (cents) change
(%)
Basic earnings per share 703.69 677.26 (3.8)
Basic earnings per linked unit 839.92 811.17 (3.4)
Diluted basic earnings per share 703.69 677.26 (3.8)
Diluted basic earnings per linked unit 839.92 811.17 (3.4)
Headline earnings per share 187.55 161.11 (14.1)
Headline earnings per linked unit 323.78 295.02 (8.9)
Diluted headline earnings per share 187.55 161.11 (14.1)
Diluted headline earnings per linked unit 323.78 295.02 (8.9)
Weighted average number of shares/linked units in issue 289 544 070 289 544 070 -
Notes and assumptions:
1. The amounts set out in the “Before” column have been extracted, without adjustment, from the audited consolidated
financial statements of Resilient for the six months ended 30 June 2013.
2. Resilient subscribed for 22 388 060 Rockcastle shares for an aggregate subscription price of R298.16 million, in terms
of the Rockcastle placement referred to above, and subscribed for 23 075 000 Rockcastle shares for an aggregate
subscription price of R299.98 million, in terms of the Rockcastle placement announced on SENS on 4 October 2013.
3. Both of the above subscriptions for Rockcastle shares are assumed to have been implemented on 1 January 2013 for the
statement of comprehensive income purposes.
4. The aggregate investment of R598.14 million is assumed to have been funded through third party interest-bearing debt
at a historic weighted average cost of debt of 8.24% in respect of the six months ended 30 June 2013.
5. The acquisition of the 45 463 060 Rockcastle shares by Resilient resulted in a change in the accounting treatment of
Rockcastle from an investment designated at fair value to being equity accounted as an investment in an associate.
6. The change in the accounting treatment resulted in a reversal in the fair value gain on the investment of R112.8 million
and the recognition of a non-distributable loss from an associate of R4.9 million. A dividend receivable of R17.9
million was recognised based on Rockcastle’s distribution for the six months ended 30 June 2013 of 39.424 ZAR cents
per share.
7. All statement of comprehensive income adjustments have a continuing effect.
4 December 2013
Corporate advisor and Sponsor
Java Capital
Date: 04/12/2013 05:00:00 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
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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,
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