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Rights offer declaration announcement
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” or “the company”)
RIGHTS OFFER DECLARATION ANNOUNCEMENT
Introduction
Resilient intends undertaking a rights offer to Resilient linked unitholders in order to raise approximately
R1 billion (“the rights offer”).
The proceeds from the rights offer are expected to be used to finance the company’s pipeline of acquisitions and
developments as well as for strategic opportunities.
Salient terms of the rights offer
Resilient linked unitholders will be offered a total of 19 230 769 Resilient linked units (“new Resilient linked units”
or “rights offer linked units”) in the ratio of 6.55582 rights offer linked units for every 100 linked units held by them
on Friday, 2 May 2014.
The subscription price for rights offer linked units is R52 per rights offer linked unit.
The JSE has granted listings for the letters of allocation and the rights offer linked units as follows:
- letters of allocation in respect of 19 230 769 new Resilient linked units will be listed from the commencement
of business on Thursday, 24 April 2014 to close of business on Friday, 9 May 2014, both days inclusive, under
the JSE code: RESN and ISIN: ZAE000189932; and
- 19 230 769 new Resilient linked units will be listed with effect from the commencement of business on
Monday, 12 May 2014.
Resilient has not received any irrevocable undertakings from existing linked unitholders to participate in the rights
offer.
The rights offer will not be underwritten and is not conditional on a minimum subscription.
Excess linked units
Resilient linked unitholders will have the right to apply for any excess rights offer linked units not taken up by other
linked unitholders subject to such rights being transferable upon renunciation of the letters of allocation, and any such
excess linked units will be attributed equitably, taking cognisance of the number of linked units and rights held by the
unitholder just prior to such allocation, including those taken up as a result of the rights offer, and the number of
excess rights applied for by such unitholder.
If you are a certificated linked unitholder and you wish to apply for excess rights offer linked units you must complete
the form of instruction attached to the rights offer circular (defined below) in accordance with the instructions
contained therein. If you are a dematerialised linked holder and you wish to apply for excess rights offer linked units
you must instruct your CSDP or broker as to the number of excess rights offer linked units for which you wish to
apply.
Important dates and times for linked unitholders
2014
Last day to trade in Resilient linked units in order to participate in the rights offer Wednesday, 23 April
Listing and trading of letters of allocation on the JSE under JSE code: “RESN” and ISIN: ZAE000189932 Thursday, 24 April Thursday, 24 April
Resilient linked units commence trading on the JSE ex-rights offer entitlement Thursday, 24 April
Rights offer circular and form of instruction posted to certificated linked unitholders Friday, 25 April
Record date for determination of linked unitholders entitled to participate in the rights offer Friday, 2 May
Dematerialised linked unitholders will have their accounts at their CSDP or broker
automatically credited with their entitlement Monday, 5 May
Certificated linked unitholders on the register will have their entitlement credited to their
accounts held with Link Market Services South Africa Proprietary Limited Monday, 5 May
Rights offer opens at 09:00 Monday, 5 May
Rights offer circular posted to dematerialised linked unitholders Tuesday, 6 May
Last day to trade letters of allocation on the JSE Friday, 9 May
Maximum number of rights offer linked units listed and trading therein commences on the
JSE Monday, 12 May
Rights offer closes at 12:00 Friday, 16 May
Record date for letters of allocation Friday, 16 May
New Resilient linked units issued Monday, 19 May
Dematerialised linked unitholders’ accounts updated and debited by CSDP or broker (in
respect of entitlements to rights offer linked units) Monday, 19 May
Certificates posted to certificated linked unitholders (in respect of the rights offer linked
units) Monday, 19 May
Results of rights offer announced on SENS Monday, 19 May
Results of rights offer announced in the press Tuesday, 20 May
Refunds (if any) to certificated linked unitholders in respect of unsuccessful applications
made Wednesday, 21 May
Dematerialised linked unitholders’ accounts updated and debited by their CSDP or broker
(in respect of successful excess linked unit applications) Wednesday, 21 May
Notes:
1. All references to dates and times above are to local dates and times in South Africa.
2. Dematerialised linked unitholders are required to inform their CSDP or broker of their instructions in terms of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the linked unitholder and his/her/its CSDP or broker.
3. Linked unit certificates may not be dematerialised or rematerialised between Thursday, 24 April 2014 and Friday, 2 May 2014, both days inclusive.
4. Dematerialised linked unitholders will have their accounts at their CSDP or broker automatically credited with their rights and certificated linked
unitholders will have their rights credited to their accounts at Link Market Services South Africa Proprietary Limited.
5. CSDPs effect payment in respect of dematerialised linked unitholders on a delivery-versus-payment method.
Pro forma financial effects of the rights offer
The table below sets out the pro forma financial effects of the rights offer based on Resilient’s published reviewed
interim results for the six months ended 31 December 2013. These financial effects are the responsibility of the
directors of Resilient and they have been prepared for illustrative purposes only, in order to provide information about
the financial position and results of Resilient assuming the rights offer had been implemented on 31 December 2013
for purposes of the pro forma consolidated statement of financial position and on 1 July 2013 for purposes of the pro
forma consolidated statement of comprehensive income, using the accounting policies as at 31 December 2013.
The pro forma consolidated statement of comprehensive income and pro forma consolidated statement of financial
position of the Resilient group for the six months ended 31 December 2013 and the explanatory notes thereto will be
included in the rights offer circular.
Due to its nature, the pro forma financial information (collectively, the pro forma financial effects, pro forma
consolidated statement of comprehensive income and pro forma consolidated statement of financial position) may not
give a fair reflection of Resilient’s financial position or results of operations subsequent to the rights offer.
The table below reflects the pro forma financial effects of the rights offer on a Resilient linked unitholder:
Resilient before Pro forma after Change
the rights offer the rights offer %
Basic earnings per share (cents) 247.74 232.50 (6.2)
Basic earnings per linked unit (cents) 407.33 394.66 (3.1)
Headline earnings per share (cents) 240.26 225.48 (6.2)
Headline earnings per linked unit (cents) 399.85 387.65 (3.1)
Interim distribution per linked unit (cents) 159.59 162.17 1.6
Net asset value per linked unit (R) 44.36 44.82 1.0
Tangible net asset value per linked unit (R) 44.27 44.74 1.1
Resilient has no dilutionary instruments in issue.
Notes:
1. The figures set out in the “Resilient before the rights offer” column have been extracted, without adjustment, from the reviewed interim results of Resilient
for the six months ended 31 December 2013.
2. The rights issue will raise approximately R1 billion at an issue price of R52 per rights offer linked unit.
3. Estimated once-off transaction costs of R1.512 million are assumed to be incurred by Resilient and debited against share premium.
4. Although the proceeds of the rights offer are expected to be used to finance the company’s pipeline of acquisitions and developments as well as for strategic
opportunities, there are no firm commitments at the date of this announcement to deploy the proceeds of the rights offer. Accordingly, the cash received is
assumed to reduce the interest-bearing borrowings.
5. There are no other post-balance sheet events which need to be adjusted in the pro forma financial information.
Foreign linked unitholders
Introduction
Foreign linked unitholders may be affected by the rights offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign linked unitholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of the rights offer circular (defined below) that may affect
them, including the rights offer. It is the responsibility of each foreign linked unitholder to satisfy himself as to the
full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the
rights offer, including the obtaining of any governmental, exchange or other consents or the making of any filing
which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or
other taxes or other requisite payments due in such jurisdiction. The rights offer is governed by the laws of South
Africa and is subject to applicable laws and regulations, including the Exchange Control Regulations.
Affected foreign linked unitholders
Any Resilient linked unitholder who is in doubt as to his position with respect to the rights offer in any jurisdiction,
including, without limitation, his tax status, should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay. Foreign linked unitholders are reminded that they may dispose of their Resilient
linked units on or prior to the last day to trade, in which case they will not participate in the rights offer.
Foreign linked unitholders accordingly must take their own advice on whether they are entitled, after the rights offer,
to continue beneficially to hold any Resilient linked units distributed to them and take the appropriate action in
accordance with that advice.
Note to U.S. linked unitholders
The rights offer linked units will not be registered with the U.S. Securities and Exchange Commission (“SEC”) under
the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Neither the SEC nor any U.S. federal
or state securities commission has registered, approved or disapproved the rights offer linked units or passed comment
or opinion upon the accuracy or adequacy of the rights offer circular (defined below). Any representation to the
contrary is a criminal offence in the U.S.
Resilient linked unitholders who are citizens or residents of the U.S. are advised that the rights offer linked units have
not been and will not be registered under the U.S. Securities Exchange Act of 1934, as amended.
Circular
Further details of the rights offer will be set out in the circular to Resilient linked unitholders (the “rights offer
circular”) which is expected to be posted to certificated linked unitholders on Friday, 25 April 2014 and to
dematerialised linked unitholders on Tuesday, 6 May 2014. The rights offer circular will be made available on the
company’s website www.resilient.co.za from Friday, 25 April 2014.
14 April 2014
Corporate advisor, legal advisor and sponsor
Java Capital
Reporting accountants and auditors
Deloitte
Date: 14/04/2014 09:12:00 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.
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