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VUKILE PROPERTY FUND LIMITED - Vukile Prop Fund/Synergy Income Fund Ltd - Vukiles acquisition of the Synergy management company

Release Date: 10/03/2015 14:15
Code(s): VKE SGA SGB     PDF:  
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Vukile Prop Fund/Synergy Income Fund Ltd - Vukile’s acquisition of the Synergy management company

VUKILE PROPERTY FUND LIMITED                                        SYNERGY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)                      (Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)                                (Registration number 2007/032604/06)
ISIN: ZAE000056370                                                  JSE share code: SGA   ISIN: ZAE000161550
JSE share code: VKE NSX share code: VKN                             JSE share code: SGB   ISIN: ZAE000162293
(“Vukile”)                                                          (“Synergy”)


VUKILE’S ACQUISITION OF THE SYNERGY MANAGEMENT COMPANY


Post the recent Vukile offer process to Synergy unitholders, Synergy has been constituted as a subsidiary of Vukile.
Vukile currently holds 88.09% of Synergy B linked units and 11.88% of Synergy A linked units, comprising 64.61% of
the entire issued capital of Synergy.

In order to further align Vukile’s interests with those of the remaining Synergy unitholders, Vukile has concluded an
agreement with the shareholders of Capital Land Asset Management Proprietary Limited, being the asset and property
manager of Synergy (the “Synergy Manco”) in terms of which Vukile will acquire, with effect from 1 May 2015, 100%
of the equity in the Synergy Manco for a maximum purchase consideration of R106 million (the “acquisition”). The
acquisition remains subject to the fulfilment of various conditions precedent, including the completion, to the sole
satisfaction of Vukile, of a comprehensive due diligence investigation in respect of the Synergy Manco. The acquisition
incorporates terms, conditions, warranties and indemnities usual for an agreement of the nature contemplated.

Subject to the fulfilment of the outstanding conditions to the acquisition, the Synergy Manco will be constituted as a
wholly-owned subsidiary of Vukile. The existing management arrangements between Synergy and the Synergy Manco
will not be affected by the acquisition and the Synergy Manco will continue to render its asset and property
management services to Synergy in terms of the existing management agreement.

Subject to the acquisition becoming unconditional in accordance with its terms:

-     William Brooks, Synergy’s CEO, has undertaken to resign as a director of Synergy with effect from 1 May 2015;
      and
-     Anton Raubenheimer, Synergy’s FD, has undertaken to resign as a director of Synergy on finalisation of
      Synergy’s financial statements. for the period ending 31 March 2015

The acquisition falls below the minimum categorisation thresholds stipulated by the JSE Listings Requirements.
Accordingly, the salient details of the acquisition are being published for information purposes only. The acquisition
is anticipated to be earnings-enhancing from a Vukile perspective (it being noted that the financial information on which
the aforesaid statement is based has not been reviewed by Vukile’s auditors). The acquisition will have no financial
effect on Synergy. The further alignment of Vukile and Synergy occasioned by the acquisition is anticipated to yield
operational efficiencies to the benefit of both Synergy directly and all its unitholders (including Vukile).

10 March 2015

JSE sponsor and corporate adviser to Vukile                              
Java Capital


Attorneys to Vukile
Fluxmans Attorneys


NSX sponsor to Vukile
IJG Securities (Pty) Ltd  
     
                                                                   
Sponsor to Synergy
Java Capital
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