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Finalisation Announcement
SA CORPORATE REAL ESTATE FUND
(A portfolio forming part of SA Corporate Real Estate Trust Scheme, a Collective Investment Scheme
in property registered in terms of the Collective Investment Schemes Control Act, No. 45 of 2002 (the
“Act”))
(Approved as a REIT by the JSE Limited)
JSE share code: SAC ISIN: ZAE000083614
(“SA Corporate” or “the Fund”)
Managed by SA Corporate Real Estate Fund Managers Limited
(Registration number 1994/009895/06)
(Incorporated in the Republic of South Africa)
(“the Manager”)
SA CORPORATE REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/015578/06)
JSE share code: SAC ISIN: ZAE000203238
(“Newco”)
FINALISATION ANNOUNCEMENT
1. Introduction
SA Corporate unitholders (“Unitholders”) are referred to the previous announcements released on the
Securities Exchange News Service (“SENS”) on 30 April 2015, 29 May 2015 and 19 June 2015,
regarding the proposed transaction whereby SA Corporate will be reconstituted to an internally
managed corporate Real Estate Investment Trust and listed on the Johannesburg Stock Exchange as
Newco (the “Transaction”).
The Transaction will be implemented under the provisions of Financial Services Board Notice 42 of
2014 issued in terms of the Act and section 44 of the Income Tax Act, 58 of 1962, as amended
(“Amalgamation Transaction”).
2. Conditions precedent
Unitholders are hereby advised that all conditions precedent to the Transaction have been fulfilled and
accordingly the Transaction is now unconditional.
3. Tax position of Unitholders
The consideration payable by Newco for the acquisition of the assets of the Fund will be in the form of
ordinary shares issued by Newco to the Fund on 1 July 2015. These ordinary shares in Newco will be
distributed on the same date as received to Unitholders of the Fund as recorded in the SA Corporate
register on the record date, being Friday 10 July 2015. Effectively, rollover relief is provided on the
basis that Newco shares (“Newco Shares”) are deemed to have been acquired for a cost equal to the
base cost of the SA Corporate participatory interests (“Units”) or the cost taken into account for trading
stock purposes, as the case may be. Unitholders are also deemed to have acquired the Newco Shares
on the date upon which they acquired the Units in the Fund for a cost equal to the expenditure incurred
by them originally. No securities transfer tax is payable pursuant to the substitution of the Units for the
Newco Shares.
Distributions made by Newco going forward will be deemed to be a taxable dividend in the hands of
resident Newco shareholders and will be subject to dividends tax in the case of non-resident Newco
shareholders.
This summary is only intended to be a brief and general guide dealing with the main fiscal consequences
of the implementation of the Transaction for Unitholders. It is not intended to provide specific advice
and no action should be taken or omitted to be taken in reliance upon it. Unitholders are advised to
seek professional tax advice in respect of the Transaction, including the substitution of their Units for
Newco Shares.
In order for the Transaction to qualify as an amalgamation transaction it is a requirement that the Fund
must have taken such steps as necessary within a period of 36 months after the date of the
Amalgamation Transaction to liquidate, wind up or deregister. The Manager intends taking all such
necessary steps for the winding up of the Fund within that timeframe.
4. Disposals of the Fund's Units
Unitholders who dispose of their Units prior to the issue to them of the Newco Shares pursuant to the
Amalgamation Transaction, will be deemed to have disposed of the rights to be issued such Newco
Shares together with such disposal. Thereafter, any Unitholder who disposes of the Newco Shares
issued to such Unitholder pursuant to the Amalgamation Transaction will be deemed to have disposed
of the Units together with any rights thereto, including any rights to any distributions when disposing of
those Newco Shares.
5. Salient dates of the Transaction (revised)
The salient dates and times of the Transaction remain as previously announced on SENS on 19 June
2015.
Sandton
26 June 2015
Corporate Advisor and Transaction Sponsor
Investec Bank Limited
Attorneys, Tax and Competition Law Advisors
Cliffe Dekker Hofmeyr
Independent Reporting Accountants and Auditors
Deloitte & Touche
Sponsor
Nedbank
Date: 26/06/2015 01:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
