DIPULA INCOME FUND LIMITED - Proposed internalisation of asset management function and cautionary announcement

Proposed internalisation of asset management function and cautionary announcement

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIA  ISIN: ZAE000203378
JSE share code: DIB  ISIN: ZAE000203394
(Approved as a REIT by the JSE)
(“Dipula” or “the company”)


PROPOSED INTERNALISATION OF ASSET MANAGEMENT FUNCTION AND CAUTIONARY ANNOUNCEMENT


Shareholders are advised that the board of directors of Dipula and the beneficiaries of The Dipula Asset Management Trust (the
“Asset Manager”) have agreed in principle on the basis on which the management of Dipula will be internalised, subject to
certain conditions. The proposed internalisation will be consistent with global best practice and will better align the interests 
of the company’s management and investors.

If implemented, the proposed internalisation would constitute a small related party transaction in terms of paragraph 10.7 of the
JSE Listings Requirements. As such, subject to an opinion being received from an independent expert that the terms are fair to
Dipula shareholders, the proposed internalisation does not require the issue of a circular to Dipula shareholders and is not subject
to shareholder approval in terms of the JSE Listings Requirements. However, as the proposed internalisation may require an issue
of shares to a related party as defined by the Companies Act 71 of 2008, a special resolution of shareholders of Dipula
shareholders may ultimately be required in order to implement the proposed internalisation.

The proposed internalisation is subject to the fulfilment of, inter alia, the following conditions precedent:

     -         conclusion of formal binding agreements between Dipula and the Asset Manager governing the proposed
               internalisation;
     -         all resolutions required to implement the proposed internalisation being approved by Dipula shareholders, to the
               extent required; and
     -         a fairness opinion being prepared by an independent expert in respect of the proposed internalisation.

Because of the strategic importance of any change in the structure of the management of Dipula, shareholders are advised to
exercise caution when dealing in their Dipula shares pending further announcements in this regard.

Further details relating to the proposed internalisation will be released in due course.

4 July 2017


Corporate advisor and sponsor
Java Capital

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