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DIPULA INCOME FUND LIMITED - Renewal of cautionary announcement and trading statement

Release Date: 22/09/2021 13:00
Code(s): DIA DIB     PDF:  
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Renewal of cautionary announcement and trading statement

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”)


RENEWAL OF CAUTIONARY ANNOUNCEMENT AND TRADING STATEMENT


Introduction

Shareholders are referred to the announcement published on SENS on 27 August 2021, wherein shareholders were
advised that Resilient REIT Limited (“Resilient”) proposed making a R1 billion investment in Dipula. The proposal is
subject to conditions including the conclusion of formal agreements and that the dual share capital structure of Dipula
is simplified so that it has a single class of ordinary shares. Dipula is engaging with key institutional shareholders
regarding their views on the proposal. In order to facilitate this engagement, Dipula is providing a trading statement for
its year ended 31 August 2021, the Dipula board’s view of Dipula’s prospects for the year ending 31 August 2022 and
further details on the proposal.

Trading statement and prospects

Dipula expects to report the following distributable earnings per share for the year ended 31 August 2021:

    Cents per share                 Six months        Six months                                            % change
                                         ended             ended        Year ended        Year ended
                                   28 February         31 August         31 August         31 August
                                          2021               2021             2021              2020
    A share                           59.02029              59.70        118.72029         114.49016            3.7%
    B share                           45.09965              44.59         89.68965          54.45985           64.7%
    Aggregate A and B shares         104.11994             104.29        208.40994         168.95001           23.4%

As yet, Dipula has not declared a dividend for the six months ended 31 August 2021.

Distributable earnings for the year ending 31 August 2022 are expected to approximately equate to distributable earnings
for the year ended 31 August 2021. This guidance is based on assumptions of no extraordinary events such as compulsory
lockdowns or civil unrest, that contractual rental income will be substantially collected, no major corporate failures will
occur and a stable macro-economic environment will prevail for the financial year.

The financial information above has not been reviewed or reported on by the Company’s auditors.

Further details on the proposed transaction with Resilient

It is envisaged that Resilient’s investment in Dipula would be by a specific issue of Dipula B shares to Resilient in
exchange for cash and investment property (“Resilient Subscription”) in terms of which:

-       Resilient will subscribe for 283 286 118 Dipula B shares for an aggregate consideration of R1 billion at an
        effective subscription price of R3.53 per Dipula B share;
-       The Resilient Subscription will be implemented post the last day to trade to be eligible to receive any Dipula B
        dividend for the six months ended 31 August 2021, which is expected to be on or about 7 December 2021; and
-       Resilient will settle the amount due by it for the Resilient Subscription through the sale to Dipula of a 50%
        undivided share in the rental enterprise known as Circus Triangle for R404.5 million (being 50% of the agreed
        property value) and the balance, being R595.5 million, in cash.

Renewal of cautionary

The proposed transaction is an opportunity to improve the outlook for and positioning of Dipula, providing it with a
simplified capital structure (consisting of a single class of ordinary shares) and the benefit of a strategic relationship with
Resilient.

Discussions are ongoing and shareholders are advised to continue to exercise caution when dealing in Dipula’s shares
until a further announcement is made.

Responsibility statement

The Dipula board accepts responsibility for the information contained in this announcement insofar as it relates to
Dipula. To the best of its knowledge and belief, the information contained in this announcement is true and this
announcement does not omit anything likely to affect the import of the information.

22 September 2021


Corporate advisor and sponsor
Java Capital

Legal advisor
CDH
Date: 22-09-2021 01:00:00
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