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DELTA PROPERTY FUND LIMITED - Disposal of Deltas linked unitholding in Ascension Properties Limited and withdrawal of cautionary

Release Date: 25/06/2014 15:30
Code(s): DLT     PDF:  
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Disposal of Delta’s linked unitholding in Ascension Properties Limited and withdrawal of cautionary

Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN: ZAE000172052
REIT status approved
("Delta" or “the Company”)

ANNOUNCEMENT   REGARDING THE   DISPOSAL  OF   DELTA’S  LINKED
UNITHOLDING IN ASCENSION PROPERTIES LIMITED (“ASCENSION”) AND
WITHDRAWAL OF CAUTIONARY

1.1. Background
    Holders   of    Delta   linked  units   (“Delta   Linked
    Unitholders”) are referred to the joint announcement
    released by the Company on SENS on 25 February 2014
    wherein it was announced that Delta, Rebosis Property
    Fund Limited (“Rebosis”) and Ascension (collectively,
    “the Parties”) had entered into a co-operation agreement
    in terms of which the Parties would explore a tripartite
    merger (“the Proposed Merger”).
    Delta Linked Unitholders are further referred to the
    announcement released on SENS on 24 June 2014, wherein it
    was announced that all discussions pertaining to the
    Proposed Merger have been concluded by the Parties.

1.2. Disposal of Delta’s linked unitholding in Ascension

    Delta linked unitholders are advised that Delta has
    entered into an agreement with Rebosis (“the Sale
    Agreement”)in terms of which it was agreed that Delta
    will sell its entire holding of Ascension units (“the
    Disposal”), namely 28 001 628 Ascension A linked units
    (the “AIA units”) and 82 575 341 Ascension B linked units
    (the “AIB units”) to Rebosis for a cash consideration of
    R4.76 per AIA unit and R2.61 per AIB unit, being the 30
    day volume weighted average price per unit taken prior to
    signature of the Sale Agreement.

    The aggregate cash consideration of R349m (three hundred
    and forty nine million Rand)(“the Proceeds from the
    Disposal”) is payable to Delta within five business days
    of the effective date which is anticipated to be on or
    about 14 July 2014.

    In accordance with the Sale Agreement, Delta will receive
    an additional R3m (three million Rand) towards costs
    incurred by Delta in pursuance of the Proposed Merger.

    The Proceeds from the Disposal will be applied by the
    Company towards the repayment of its existing debt
    facilities.

    There are no outstanding conditions precedent to the
    Sales Agreement.

1.3. Unaudited pro forma financial effects of the Disposal

    The effects of the Disposal on Delta’s net asset value
    and tangible net asset value per linked unit, basic and
    diluted earnings per linked unit, headline and diluted
    headline earnings per linked unit and distribution per
    linked unit are not significant and accordingly have not
    been disclosed.

1.4. Categorisation

    The Disposal is categorised as a Category 2 transaction
    in terms of JSE Listings Requirements and accordingly
    does not require approval by Delta Linked Unitholders.

1.5. Withdrawal of the cautionary

    Having regard to the information set out above, the
    cautionary announcement released on SENS on 25 February
    2014 relating to the Proposed Merger is hereby withdrawn.


25 June 2014
Johannesburg

Investment bank and sponsor
Nedbank Capital


Legal advisor to Delta
Bowman Gilfillan Inc.

Date: 25/06/2014 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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