ACUCAP PROPERTIES LIMITED - Update on Acucap Restructure and the offer by Acucap to all Sycom Unitholders

Update on Acucap Restructure and the offer by Acucap to all Sycom Unitholders

        Acucap Properties Limited                          Sycom Property Fund
  (Incorporated in the Republic of South       A Collective Investment Scheme in Property
                  Africa)                      ("CISP") registered in terms of the Collective
 (Registration number 2001/021725/06)        Investment Schemes Control Act, No. 45 of 2002
             Share code: ACP                 (“CISCA”) and managed by Sycom Property Fund
           ISIN: ZAE000037651                           Managers Limited (“SPFM”)
      (Approved as a REIT by the JSE)             (Registration number 1986/002756/06)
                (“Acucap”)                       Share code: SYC       ISIN: ZAE000019303
                                                      (Approved as a REIT by the JSE)
                                                                 (“Sycom”)



UPDATE ON THE ACUCAP RESTRUCTURE AND THE OFFER BY ACUCAP TO ALL SYCOM UNITHOLDERS


In an announcement released by Growthpoint Properties Limited (“Growthpoint”) on
14 April 2014, Growthpoint advised that it had concluded agreements with various
institutional investors to acquire, in aggregate, 34.90% of all issued linked units in Acucap
(“Acucap Linked Units”) and 31.50% of all issued participatory units in Sycom (“Sycom
Units”), for strategic reasons.

In addition, holders of Acucap Linked Units and of Sycom Units ("Unitholders") are referred
to the announcements released by Acucap and Sycom on 26 March 2014 wherein it was
announced that Acucap would –

   (a) extend an offer to all Sycom unitholders (other than Acucap and its wholly-owned
       subsidiary, SPFM), to acquire all their Sycom Units (“Offer Units”) in exchange for
       Acucap securities (comprising Acucap Linked Units or Acucap no par value shares, as
       the case may be) in the ratio of 58 Acucap securities for every 100 Sycom Units held
       (“Offer”); and

   (b) seek to replace its current linked unit capital structure with a pure equity, share-only
       structure (“the Acucap Restructure”).

Further information pertaining to the Offer and the Acucap Restructure can be obtained
from the circular distributed to Acucap unitholders and the Offer document distributed to 
Sycom unitholders, which are available for download at www.acucap.co.za and
www.sycom.co.za or can be requested from the registered office of Acucap.

Acucap advises Unitholders that the acquisition of units in the two entities by Growthpoint,
referred to in the opening paragraph of this announcement, will not affect the mechanics or
implementation of Acucap’s offer to acquire the Offer Units. Furthermore, the board of
Acucap is pleased to announce that per discussions with Growthpoint to date, Growthpoint
is supportive of the Acucap Restructure and the Offer.

Acucap accordingly advises that the Offer will proceed in the manner specified and
according to the timetable set out in the announcement of 26 March 2014 and the Offer
document.


Cape Town
16 April 2014


Corporate Advisor and Sponsor to Acucap and Sycom
Questco

Legal Advisor to Acucap
Cliffe Dekker Hofmeyr

Legal Advisor to Sycom and SPFM
Bowman Gilfillan




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