REBOSIS PROPERTY FUND LIMITED - Update in respect of the amendments to the Billion Asset Management

Update in respect of the amendments to the Billion Asset Management

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB   ISIN: ZAE000156147
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)


UPDATE IN RESPECT OF THE AMENDMENTS TO THE BILLION ASSET MANAGEMENT AGREEMENT AND SALIENT DATES AND TIMES



1.   INTRODUCTION

     Rebosis linked unitholders are referred to the circular dated 22 April 2015 relating to, inter alia, the amendment
     of the Billion asset management agreement (“the circular”).


2.   AMENDMENT TO THE BILLION ASSET MANAGEMENT AGREEMENT

     As set out in the circular, Rebosis shareholders will, at the general meeting to be held at 10:00 on Friday,
     22 May 2015 at the registered office of Rebosis at 3rd Floor, Palazzo Towers West, Montecasino Boulevard,
     Fourways, 2191 (“the general meeting”), be requested to consider, and if deemed fit, approve, the amendment
     of certain terms of the Billion asset management agreement within the parameters specified in paragraph 5.2 of
     the circular on the basis that the board shall be entitled to agree to some or all of those approved amendments,
     and the specific terms thereof, provided that the specific terms fall within the parameters specified in paragraph
     5.2 of the circular. Rebosis had however undertaken in the circular to announce the specific terms within the
     approved parameters specified on SENS at least 5 business days before the date on which the general meeting
     will be held.

     Pursuant to that undertaking, Rebosis hereby advises shareholders of the specific terms of the proposed
     amendments to the Billion asset management agreement as follows:

     2.1.    the monthly asset management fee payable under the Billion asset management agreement by Rebosis
             to Billion Asset Managers be amended from 1/12 of 0.3% of the aggregate of the market capitalisation
             and the borrowings of Rebosis (“Rebosis EV”) to:

             2.1.1.    1/12 of 0.35% in respect of the first R10 billion of Rebosis EV; and

             2.1.2.    1/12 of 0.3% of Rebosis EV in excess of R10 billion;

     2.2.    either party is entitled to terminate the Billion asset management agreement by giving three years’
             written notice provided that such notice may only be given to the party on or after 28 March 2019
             instead of 28 March 2015, as currently provided;

     2.3.    in the event of a termination event, as defined in the Billion asset management agreement, Rebosis shall
             pay to Billion Asset Managers by way of compensation, the net present value of the specified
             management fee for the agreed termination period, being a period of three years from the date of
             termination. For the purposes of this calculation, the “specified management fee” will be 0.3% of
             Rebosis EV for the 12 months immediately preceding the termination event and not the actual
             management fee for the 12 months immediately preceding the termination event, as currently provided;

     2.4.    if the right to terminate the Billion asset management agreement is exercised within eight years after
             the signature date of the Billion asset management agreement, the agreed termination period shall be
             the three years referred to in paragraph 2.3 above plus the remaining period of the first eight years of
             the Billion asset management agreement and not the remaining period of the first four years, as
             currently provided.

     Rebosis has undertaken not to agree to any amendments of the Billion asset management agreement, other than
     as specified herein.

     Additionally, the execution of any agreement by Rebosis to so amend the Billion asset management agreement
     requires a majority of the votes cast by Rebosis shareholders on the relevant resolution at the general meeting.


3.   SALIENT DATES AND TIMES

     The salient dates and times as announced on SENS on Wednesday, 22 April 2015 remain unchanged.

15 May 2015


Corporate advisor and sponsor
Java Capital


Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 15/05/2015 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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