Acquisition of Jubilee Mall 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”) ACQUISITION OF JUBILEE MALL 1. INTRODUCTION Resilient has concluded an agreement for the acquisition of a rental enterprise conducted in respect of and including the property and building situated at c/o Jubilee Road (D154) and Harry Gwala Road (D2757), Hammanskraal (Erf 13299 Hammanskraal West Extension, 7 Township Registration Division JR, Province of Gauteng) known as Jubilee Mall (“Jubilee Mall” or “the property”) from NAD Property Income Fund Proprietary Limited (“the seller”) (“the acquisition”). 2. RATIONALE FOR THE ACQUISITION The acquisition is in line with Resilient’s strategy of investing in dominant regional retail properties. 3. DETAILS OF THE PROPERTY Jubilee Mall is a shopping centre with a gross lettable area of 52 577 square metres of which 51 377 square metres is retail and 1 200 square metres is office. The weighted average net rental per square metre per month is R116.54. Assuming that the purchase price is R975 000 000 and taking into account current rental rates, the forward acquisition yield is 7.5%. The aforegoing forecast statement is the responsibility of the directors of Resilient and has not been reviewed or reported on by Resilient’s auditors or reporting accountants. 4. TERMS OF THE ACQUISITION 4.1. The acquisition will be with effect from the date of transfer of ownership of the property into the name of Resilient (“date of transfer”). 4.2. Should transfer take place between 1 and 30 September 2014, the purchase price for the acquisition will be an amount of R975 000 000 (“the purchase price”) payable by Resilient to the seller on the date of transfer, or should transfer of the property take place on or after 1 October 2014, the purchase price will be an amount of R981 350 000, which amount shall escalate at a rate of 7.7% per annum, calculated daily and compounded monthly from 2 October 2014 until date of transfer (both days inclusive) and shall be payable by Resilient to the seller on the date of transfer. 4.3. The purchase price shall be discharged as follows: 4.3.1. an amount of R375 000 000 will be discharged by Resilient issuing and allotting 6 578 947 new Resilient linked units at a price of R57.00 per linked unit to the seller on the date of transfer; and 4.3.2. the balance of the purchase price will be settled in cash. 4.4. The agreement governing the acquisition provides for warranties that are standard for acquisitions of this nature. 5. CONDITIONS PRECEDENT The acquisition is conditional upon the fulfilment of the following conditions: 5.1. the seller delivering to Resilient written confirmation that any pre-emptive rights and/or options to acquire the property that exist in favour of any third party whatsoever, including but not limited to any tenants in terms of the leases, have been waived in writing, within a period of 14 days from the date of signature of the sale agreement (“date of signature”); 5.2. Resilient confirming, in writing, to the seller that it is satisfied with the results of the due diligence of the property, within 30 days from the date of signature; 5.3. Resilient’s board of directors resolving to approve the acquisition, within 14 days from the date of fulfilment of the condition precedent in 5.2; 5.4. the Competition Commission or the Competition Tribunal approving the implementation of the acquisition in terms of the Competition Act within 90 days from the fulfilment of 5.2 above; and 5.5. to the extent necessary and relevant to this acquisition, any other regulatory approvals that may be required in accordance with the regulations of the JSE being obtained, within 90 days from the date of signature. 6. VALUATION Jubilee Mall was valued at R985 200 000 as at 1 September 2014 by Peter Parfitt of Quadrant Properties Proprietary Limited, who is independent and registered as a professional valuer in terms of the Property Valuers Profession Act, No 47 of 2000. 7. CATEGORISATION The acquisition of the property constitutes a category 2 transaction in terms of the JSE Listings Requirements and accordingly does not require approval by linked unitholders. 8. FINANCIAL EFFECTS The pro forma financial effects of the acquisition on Resilient’s basic earnings, diluted basic earnings, headline earnings and diluted headline earnings per share/linked unit, distribution per linked unit, net asset value per linked unit and net tangible asset value per linked unit, based on the pro forma financial information for the six month period ended 31 December 2013 as disclosed in the rights offer circular issued on 25 April 2014, are not significant and accordingly have not been disclosed. 27 May 2014 Corporate advisor and sponsor Java Capital Date: 27/05/2014 05:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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