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DIPULA INCOME FUND LIMITED - Update to proposed internalisation and the resolutions to be proposed at the general meeting on 14 December 2017

Release Date: 11/12/2017 17:33
Code(s): DIA DIB     PDF:  
Wrap Text
Update to proposed internalisation and the resolutions to be proposed at the general meeting on 14 December 2017

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”)


UPDATE TO PROPOSED INTERNALISATION OF ASSET MANAGEMENT FUNCTION AND WITHDRAWAL OF CERTAIN OF THE RESOLUTIONS THAT WERE TO BE PROPOSED 
AT A GENERAL MEETING SCHEDULED FOR 14 DECEMBER 2017


Shareholders are referred to Dipula’s notice to shareholders dated 15 November 2017 (the “notice”) regarding a general meeting of
Dipula shareholders to be held on 14 December 2017 (the “general meeting”).

In line with feedback from major shareholders, the company has amended the agreement pursuant to which it proposes to internalise
its management through the acquisition of 100% of the beneficial interest in the Dipula Asset Management Trust (the
“internalisation”) and has entered into further agreement with one of the parties in relation to the internalisation agreement, in
order to be able to withdraw Special Resolutions 2 and 3 provided for in the notice to be proposed to shareholders at the general
meeting. Accordingly, at the general meeting, shareholders will consider and, if deemed fit, pass with or without modification only
Special Resolution 1 regarding a proposed issue of shares to directors or prescribed officers or related parties in terms of the
internalisation.

As a result of the withdrawal of Special Resolutions 2 and 3 from the notice, the company will not proceed to issue 792 154 Dipula
B shares to Izak Peterson and Ridwaan Asmal in consideration for undertakings in respect of the contracted minimum employment
periods and lock-in undertakings referred to in the notice. The relevant party to the internalisation agreement has in terms of such
further agreement agreed to procure that these undertakings are provided pursuant to the internalisation rather than as separate steps
comprising a composite transaction with the internalisation. Accordingly, the consideration for procuring these undertakings is
provided to the relevant party to the internalisation, with the company’s overall obligations unchanged and reflected in an aggregate
cost of the internalisation of R150 million.

In all other respects, the internalisation, the notice and resolution to be proposed at the general meeting are unchanged.

11 December 2017


Sponsor
Java Capital

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