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INVESTEC PROPERTY FUND LIMITED - Rights offer finalisation announcement, clean out dividend declaration and update on the Zenprop acquisition

Release Date: 24/11/2015 13:05
Code(s): IPF     PDF:  
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Rights offer finalisation announcement, clean out dividend declaration and update on the Zenprop acquisition

INVESTEC PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2008/011366/06)
Share code: IPF ISIN: ZAE000180915
(“Investec Property Fund” or “the Fund”)

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT


 RIGHTS OFFER FINALISATION ANNOUNCEMENT, CLEAN OUT DIVIDEND DECLARATION AND UPDATE IN
 RELATION TO THE ZENPROP ACQUISITION


1.     Introduction

       Investec Property Fund shareholders (“Shareholders”) are referred to the declaration announcement
       (“Declaration Announcement”) released on the Stock Exchange News Service (“SENS”) on Monday, 16
       November 2015 in respect of the renounceable rights offer of R2.6 billion (“Rights Offer”) in terms of which
       Investec Property Fund will offer a total of 171,032,683 Rights Offer shares (“Rights Offer Shares”) at a price of
       R15.00 per Rights Offer Share (“Rights Offer Issue Price”) in the ratio of 35.57696 Rights Offer Shares for every
       100 existing shares held on the record date for the Rights Offer, being Friday, 4 December 2015.

       The Fund is pleased to inform Shareholders that the Competition Commission has approved the acquisition by
       the Fund of the portfolio of properties from Zenprop and associated trusts (“Zenprop Acquisition”) without any
       conditions and has referred the matter to the Competition Tribunal who will hear the matter on Wednesday, 25
       November 2015. The approval of the Zenprop Acquisition by the competition authorities is the last outstanding
       condition precedent, and a further announcement will be released once the decision of the Competition Tribunal
       has been communicated to the Fund.

       Shareholders are advised that the Rights Offer will now be implemented in accordance with the timetable set out
       in paragraph 2 below and on the terms set out in the Declaration Announcement and more fully described in the
       circular to Shareholders (“Rights Offer Circular”) referred to in paragraph 3 below.

       If the Rights Offer is not fully subscribed, any shortfall post the allocation of excess applications by Shareholders
       will be taken up by Zenprop at the ex-dividend Rights Offer Issue Price of R15.00 per share.


2.     Salient dates and times

       The salient dates and times in respect of the Rights Offer are set out below: 
                                                                                                                         2015

       Declaration date announcement in respect of the Rights Offer released on SENS on                    Monday, 16 November

       Finalisation date announcement in respect of the Rights Offer released on SENS on                  Tuesday, 24 November

       Declaration date announcement in respect of the Clean Out Dividend released on SENS on             Tuesday, 24 November

       Last day to trade in Investec Property Fund Shares in order to participate in the Rights Offer      Friday, 27 November

       Listing and trading of Letters of Allocation on the JSE under JSE code: IPFN and ISIN:
       ZAE000210662                                                                                        Monday, 30 November
       
       Investec Property Fund Shares trade ex-Rights Offer entitlement                                     Monday, 30 November

       Rights Offer Circular and Form of Instruction distributed to Certificated Shareholders              Tuesday, 1 December

       Finalisation date announcement in respect of the Clean Out Dividend released on SENS on            Thursday, 3 December

       Record Date for determination of Shareholders entitled to participate in the Rights Offer (Initial
       Record Date)                                                                                         Friday, 4 December
      
       Dematerialised Shareholders will have their accounts at their CSDP or broker automatically
       credited with their entitlement                                                                      Monday, 7 December
      
       Certificated Shareholders on the Register will have their entitlement credited to their accounts
       held with the Transfer Secretaries                                                                   Monday, 7 December
      
       Rights Offer opens at 09:00                                                                          Monday, 7 December

       Rights Offer Circular distributed to those Dematerialised Shareholders who have elected to 
       receive documents in hard copy                                                                      Tuesday, 8 December
      
       Last date to trade in Investec Property Fund Shares in order to receive the Clean Out Dividend    Thursday, 10 December

       Last day to trade Letters of Allocation on the JSE                                                Thursday, 10 December

       Investec Property Fund Shares commence trading on the JSE ex Clean Out Dividend
       entitlement                                                                                         Friday, 11 December
       
       Rights Offer Shares listed and trading therein commences on the JSE                                 Friday, 11 December

       Payment to be made and Form of Instruction to be lodged with the Transfer Secretaries by
       Certificated Shareholders by 12:00 on                                                               Friday, 18 December
  
       Rights Offer closes at 12:00                                                                        Friday, 18 December

       Record Date for determination of Shareholders entitled to receive the Clean Out Dividend (Clean
       Out Dividend Record Date)                                                                           Friday, 18 December
       
       Record Date for Letters of Allocation (Final Record Date)                                           Friday, 18 December

       Clean Out Dividend paid/posted to Certificated Shareholders and accounts credited by CSDP or
       broker to Dematerialised Shareholders on or about                                                   Monday, 21 December
       
       Rights Offer Shares issued                                                                          Monday, 21 December

       Dematerialised Shareholders’ accounts updated and debited by CSDP or broker (in respect of
       payment for Rights Offer Shares)                                                                    Monday, 21 December
       
       Certificates distributed to Certificated Shareholders (in respect of the Rights Offer Shares)       Monday, 21 December

       Results of Rights Offer announced on SENS                                                           Monday, 21 December

       Refunds (if any) to Certificated Shareholders in respect of unsuccessful excess applications
       made                                                                                             Wednesday, 23 December
    
       Dematerialised Shareholders’ accounts updated and debited by their CSDP or broker (in respect
       of successful excess applications)                                                               Wednesday, 23 December
     
       Certificates distributed to Certificated Shareholders (in respect of successful excess
       applications)                                                                                    Wednesday, 23 December
      

     1.   All references to dates and times are to local dates and times in South Africa.
     2.   Dematerialised Shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer
          in the manner and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP
          or broker.
     3.   Share certificates may not be dematerialised or rematerialised between Monday, 30 November 2015 and Friday, 4
          December 2015 and between Friday, 11 December 2015 and Friday, 18 December 2015, both days inclusive.
     4.   Dematerialised Shareholders will have their accounts at their CSDP or broker automatically credited with their rights and
          Certificated Shareholders will have their rights credited to their accounts held on their behalf by the Transfer Secretaries.
     5.   CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method.


3.    Rights Offer Circular

      Further details of the Rights Offer will be set out in the Rights Offer Circular which is expected to be distributed to
      Shareholders and will be made available on the Fund’s website (www.investecpropertyfund.com) on 1 December
      2015.

4.   Clean Out Dividend

     Shareholders are referred to the reviewed consolidated interim results announcement released on SENS on
     Thursday, 19 November 2015 which included details of the clean out dividend (“Clean Out Dividend”) to be paid
     by the Fund in order to enable existing IPF shares and the Rights Offer Shares to rank pari passu to the entitlement
     to dividends from the date of issue of the Rights Offer Shares.

     Notice is hereby given that the Clean Out Dividend of 29.67986 cents per share has been declared in respect of
     the period 1 October 2015 to the record date of the Rights Offer.

     Other information:
     -   The Clean Out Dividend has been declared from income reserves
     -   A dividend withholding tax will be applicable on the dividend portion to all Shareholders who are not exempt
     -   The issued share capital at the declaration date is 480,740,038

     In accordance with Investec Property Fund’s status as a REIT, shareholders are advised that the dividend meets
     the requirements of a ‘qualifying distribution’ for the purposes of section 25BB of the Income Tax Act, No. 58 of
     1962 (Income Tax Act). The dividends on the shares will be deemed to be dividends for South African tax purposes
     in terms of section 25BB of the Income Tax Act.

     Tax implications for South African resident shareholders:
     Dividends received by or accrued to South African tax residents must be included in the gross income of such
     shareholders and will not be exempt from income tax in terms of the exclusion to the general dividend exemption
     contained in section 10(1)(k)(i)(aa) of the Income Tax Act because they are dividends distributed by a REIT. These
     dividends are however exempt from dividend withholding tax (Dividend Tax) in the hands of South African resident
     shareholders provided that the South African resident shareholders have provided to their CSDP or broker, as the
     case may be, in respect of uncertificated shares, or the Fund, in respect of certificated shares, a DTD(EX)
     (Dividend Tax: Declaration and undertaking to be made by the beneficial owner of a share) form to prove their
     status as South African residents.

     If resident shareholders have not submitted the abovementioned documentation to confirm their status as South
     African residents, they are advised to contact their CSDP, or broker, as the case may be, to arrange for the
     documents to be submitted prior to the payment of the dividend.

     Tax implications for non-resident shareholders:
     Dividends received by non-resident shareholders from a REIT will not be taxable as income and instead will be
     treated as ordinary dividends which are exempt from income tax in terms of the general dividend exemption
     section 10(1)(k) of the Income Tax Act. It should be noted that up to 31 December 2013 dividends received by
     non-residents from a REIT were not subject to Dividend Tax. With effect from 1 January 2014, any dividend
     received by a non-resident from a REIT will be subject to Dividend Tax at 15%, unless the rate is reduced in terms
     of any applicable agreement for the avoidance of double taxation (DTA) between South Africa and the country of
     residence of the non-resident shareholder. Assuming Dividend Tax will be withheld at a rate of 15%, the net
     amount due to non-resident shareholders is 25.22788 cents per share. A reduced dividend withholding rate in
     terms of the applicable DTA may only be relied on if the non-resident shareholder has provided the following forms
     to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the Fund, in respect of
     certificated shares:

     -   A declaration that the dividend is subject to a reduced rate as a result of the application of the DTA; and
     -   A written undertaking to inform the CSDP, or broker or the company, as the case may be, should the
         circumstances affecting the reduced rate change or the beneficial owner cease to be the beneficial owner,
         both in the form prescribed by the Commissioner of the South African Revenue Services.

     If applicable, non-resident shareholders are advised to contact the CSDP, broker or the Fund, as the case may
     be, to arrange for the abovementioned documents to be submitted prior to payment of the dividend if such
     documents have not already been submitted.
    Summary of the salient dates relating to the Clean Out Dividend are as follows:

                                                                                                                         2015

     Last date to trade in Investec Property Fund Shares in order to receive the Clean Out Dividend     Thursday, 10 December

     Investec Property Fund Shares commence trading on the JSE ex Clean Out Dividend entitlement          Friday, 11 December

     Record Date for determination of Shareholders entitled to receive the Clean Out Dividend (Clean      Friday. 18 December
     Out Dividend Record Date)

     Clean Out Dividend paid/posted to Certificated Shareholders and accounts credited by CSDP or         Monday, 21 December
     broker to Dematerialised Shareholders on or about


    Shares will not be dematerialised or rematerialised between Friday, 11 December 2015 and Friday, 18 December
    2015.



Sandton
24 November 2015

Investment Bank and Sponsor
Investec Bank Limited

Legal Advisor
Fluxmans Inc

Date: 24/11/2015 01:05:00 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.

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