Wrap Text
Firm intention announcement - scheme of arrangement; equity raise and withdrawal of cautionary
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")
ANNOUNCEMENT REGARDING:
- THE FIRM INTENTION OF DIPULA TO MAKE AN OFFER TO REPURCHASE ALL DIPULA A SHARES BY SCHEME OF ARRANGEMENT;
- THE PROPOSAL OF AN UNDERWRITTEN EQUITY RAISE OF R1 BILLION, INCLUDING THE ACQUISITION OF A 50% UNDIVIDED
SHARE IN CIRCUS TRIANGLE RETAIL CENTRE; AND
- THE WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. Shareholders are referred to the announcements published on SENS on 27 August 2021 and
22 September 2021, wherein shareholders were advised that Resilient REIT Limited ("Resilient")
proposed making an investment in Dipula subject to conditions including the conclusion of formal
agreements and provided that Dipula simplifies its dual share capital structure into a single class of
ordinary shares.
1.2. Shareholders are advised that on 14 October 2021, Dipula and Resilient (through its wholly-owned
subsidiary, Resilient Properties Proprietary Limited) concluded formal agreements pursuant to which
Dipula intends to propose to its shareholders:
1.2.1. an equity capital raise by Dipula of R1 billion ("Equity Raise") comprising –
1.2.1.1. an amount of R404.5 million to be invested by Resilient through the disposal of
investment property of equal value, in exchange for an issue of new Dipula B
shares ("DIB shares"); and
1.2.1.2. the balance of the Equity Raise to be undertaken by issuing new DIB shares for cash,
with Resilient underwriting this balance; and
1.2.2. a scheme of arrangement between Dipula and the holders of Dipula A shares ("DIA shares") in
terms of section 114(1) read with section 115 of the Companies Act, 71 of 2008 ("Companies
Act"), whereby Dipula will offer to repurchase all issued DIA shares in exchange for a combination
of DIB shares and cash ("Scheme"),
(the Equity Raise and the Scheme collectively being referred to as the "Transaction").
1.3. The Transaction is an opportunity to improve the outlook for and positioning of Dipula and its shareholders,
the objectives being that Dipula achieves a simplified share capital structure (consisting of a single
class of ordinary shares) and obtains the benefit of a strategic relationship with Resilient whereby Resilient
and Dipula will be co-owners of a retail centre. Resilient will hold a meaningful shareholding in Dipula and
will have the right to nominate an appointment to the board of directors of Dipula ("Board").
2. BACKGROUND AND RATIONALE
2.1. Dipula is an internally managed, South African focused Real Estate Investment Trust ("REIT") that owns
a sectorally and geographically diversified property portfolio, weighted towards convenience and township
retail, which has proven defensive in the current market.
2.2. Dipula's share capital structure comprises listed DIA and DIB shares. DIA shares have preferential
entitlements to dividends (if declared), which are not cumulative, and DIA shareholders do not participate
in any residual dividends in excess of their preferential entitlement. The DIA shares' preferential
entitlement to dividends (if any) is on a per share basis (and does not dilute if Dipula issues further DIA
shares) and the preferential entitlement to dividends grows annually by the lower of CPI and 5%. DIB
shares are the "ordinary" equity of Dipula, receiving any residual dividend after settlement of the DIA
shares' preferential dividend entitlement.
2.3. Dipula's portfolio has a solid performance history including through the challenging trading environment
created by COVID-19 and exacerbated by the civil unrest that unfolded in parts of South Africa during July
2021. Dipula's reported distributable earnings per share ("DEPS") and net asset value ("NAV") per share,
DEPS guidance provided for the year ended 31 August 2021 ("FY 2021") and year ending 31 August 2022
("FY 2022"), and DIA and DIB share performance are set out below:
Year Year Year Year Six months Year Year
ended ended ended ended ended ended ending
ZAR cents 31 Aug 17 31 Aug 18 31 Aug 19 31 Aug 20 28 Feb 21 31 Aug 21(2) 31 Aug 22(2)
DIA DEPS 101.30 105.81 110.25 114.49 59.02 118.72 124.06
Growth 4.5% 4.2% 3.8% 3.1%(1) 3.7% 4.5%
DIB DEPS 95.50 99.68 82.71 54.46 45.10 89.69 84.35
Growth 4.4% (17.0%) (34.2%) 65.6%(1) 64.7% (6.0%)
Aggregate DIA and
DIB DEPS 196.80 205.49 192.96 168.95 104.12 208.41 208.41
Growth 4.4% (6.1%) (12.4%) 23.3%(1) 23.4% 0.0%
ZAR cents At 31 Aug At 31 Aug At 31 Aug At 31 Aug At 28 Feb At 25 Aug
17 18 19 20 21 21
Aggregate DIA and DIB NAV per
share 2 026 2 006 2 050 2 000 2 118 2 118(3)
Aggregate DIA and DIB share price 2 020 1 805 1 598 683 707 1 299
DIA share price 995 960 1 050 559 555 880
DIB share price 1 025 845 548 124 152 419
Aggregate DIA and DIB share
price:NAV 1.00 0.90 0.78 0.34 0.33 0.61
Discount to NAV (0.3%) (10.0%) (22.0%) (65.9%) (66.6%) (38.7%)
Notes:
1. DEPS growth for the six-month period ended 28 February 2021 ("H1 2021") is shown on an annualised basis
relative to DEPS for the year ended 31 August 2020 ("FY 2020").
2. DEPS for FY 2021 and FY 2022 are based on guidance provided by Dipula in its trading statement released
on 22 September 2021. For FY 2022 the DIA shares' preferential entitlement to dividends is assumed to grow
by 4.5%.
3. NAV per share is the latest reported being at 28 February 2021.
2.4. Dipula's shares are substantially illiquid. Share trading prices (with pricing considered as the aggregate
DIA and DIB share price), while volatile, have consistently been at a discount to NAV and do not correlate
to Dipula's operational performance reflected in its distributable earnings. The Board has considered the
complexity and negative impact of Dipula's dual share capital structure and believes that it would be in the
best interest of Dipula to have a single class of ordinary shares, which would unlock value for all
shareholders.
2.5. Historically, with the exception of FY 2020 in respect of which no dividends were paid due to liquidity
constraints, Dipula has declared 100% of its distributable earnings as dividends. Dipula returned to a
dividend paying position in respect of H1 2021, paying 100% of distributable earnings as dividends.
Dipula's trading statement released on 22 September 2021 provides guidance on Dipula's distributable
earnings in respect of the six-month period ended 31 August 2021 ("H2 2021") and FY 2022. No dividend
for H2 2021 has yet been declared and this remains subject to Board decision.
2.6. When Dipula listed with a dual share capital structure, it operated in a more benign and higher-growth
environment. In the current environment, Dipula is unable to raise equity unless it can achieve a simplified
share capital structure, and it would be imprudent and impractical to finance its capital requirements out of
debt. Dipula's capital requirements include reduction or amortisation of its debt and capital expenditure
programmes required to enhance its property portfolio and to take advantage of asset management and
strategic opportunities.
2.7. The dividend rules applicable to Dipula's dual share capital structure are premised on a 100% payout being
applied to its distributable earnings. If this is no longer appropriate, Dipula will evaluate its alternatives.
The Board’s view is that it would be in the Company's best interest not to pay any dividends rather than to
pay out only a portion of its distributable earnings while it has a dual share capital structure. If the Company
no longer meets the distribution requirements of a REIT, it would become a property entity that ceases to
hold REIT status under the JSE Listings Requirements. In these circumstances, Dipula would retain its
distributable earnings and, after meeting its capital requirements, would reduce its gearing over time.
2.8. The Board is of the view that, if the Transaction is approved and implemented, Dipula will be positioned
to unlock value for shareholders with greater investor demand for its shares and, with a better rated and
more liquid share, Dipula would have attractive consolidation and strategic opportunities within the
property sector.
3. TERMS OF THE TRANSACTION
The key terms and conditions of the Transaction are set out below. The steps outlined would be inter-conditional
(except as stated) and capable of implementation only upon fulfilment of all suspensive conditions to each step.
3.1. Step 1: Equity Raise
3.1.1. Dipula will seek specific authority from its shareholders to undertake the Equity Raise, on the basis
that –
3.1.1.1. the manner in which the Equity Raise will be undertaken, which may for example
include a rights issue, claw-back issue, accelerated bookbuild issue or other specific
issue/s for cash, will be determined by Dipula in due course;
3.1.1.2. the Equity Raise will include the issue of DIB shares to Resilient as part of the Circus
Triangle Transaction referred to below;
3.1.1.3. the Equity Raise will include the issue of DIB shares to Resilient for cash as part of
the Resilient Cash Subscription referred to below, to the extent applicable; and
3.1.1.4. the Equity Raise may (except insofar as it includes the Circus Triangle Transaction
and the Resilient Cash Subscription) be undertaken even if the Scheme is not
implemented.
3.1.2. In terms of a sale of rental enterprise agreement concluded between Dipula and Resilient on
14 October 2021 ("Circus Triangle Acquisition Agreement") Dipula will acquire from Resilient,
with commercial effect from 1 September 2021, a 50% undivided share in the rental enterprise
known as Circus Triangle for R404.5 million (being 50% of the agreed property value), to be settled
by the issue of 114 589 235 DIB shares at an issue price of R3.53 per DIB share (the "Circus
Triangle Transaction"). Should the Circus Triangle Transaction be implemented, a co-ownership
joint venture between Dipula and Resilient in respect of Circus Triangle will be established on the
terms contained in a co-ownership agreement concluded between Dipula and Resilient on
14 October 2021 ("Co-ownership Agreement").
3.1.3. In terms of a subscription agreement concluded between Dipula and Resilient on 14 October 2021
("Subscription Agreement"), if the cash raised in terms of the Equity Raise from investors other
than Resilient is less than R595.5 million, Resilient will subscribe for cash for such number of DIB
shares as is required to ensure that not less than R595.5 million in aggregate is raised ("Resilient
Cash Subscription").
3.1.4. The DIB shares issued to Resilient in terms of the Circus Triangle Transaction and the Resilient
Cash Subscription (collectively the "Resilient Subscriptions") will be issued at R3.53 per DIB
share.
3.1.5. The Resilient Subscriptions will be implemented after the last day to trade to be eligible to receive
the DIB dividend for H2 2021, if declared, which is expected to be on or about 7 December 2021.
3.1.6. Implementation of the Resilient Subscriptions is subject to the conditions set out in the Subscription
Agreement, which include:
3.1.6.1. the Circus Triangle Acquisition Agreement and the Co-ownership Agreement
becoming unconditional;
3.1.6.2. the requisite majority of Dipula shareholders, voting on a combined basis, approving:
3.1.6.2.1. any resolutions required under the JSE Listings Requirements for purposes
of the Equity Raise, including the ordinary resolution required to
implement the specific issue of shares for cash to Resilient in terms of the
Resilient Cash Subscription, as required in terms of paragraph 5.51(g) of
the JSE Listings Requirements; and
3.1.6.2.2. to the extent applicable, a special resolution to issue DIB shares that will
equal or exceed 30% of the voting rights in DIB shares in terms of section
41(3) of the Companies Act;
3.1.6.3. all other applicable regulatory and statutory approvals being obtained including, if
necessary, the approval of the competition authorities; and
3.1.6.4. the Scheme being approved by Dipula shareholders and becoming unconditional (see
paragraph 3.2 below).
3.1.7. The Resilient Subscriptions will be implemented after the Scheme has become unconditional but
before the operative date of the Scheme, and Dipula shall on the operative date of the Scheme apply
the proceeds of the Equity Raise (including the proceeds of the Resilient Cash Subscription to the
extent applicable) to the extent required to settle the cash consideration payable in terms of the
Scheme.
3.1.8. Upon implementation of the Transaction, Dipula will:
3.1.8.1. appoint a person nominated by Resilient to the Dipula board of directors, subject to
ratification by shareholders at the next annual general meeting of Dipula; and
3.1.8.2. change its financial year-end to align with Resilient's reporting periods.
3.2. Step 2: The Scheme
3.2.1. Dipula will propose the Scheme between Dipula and DIA shareholders.
3.2.2. Pursuant to the Scheme:
3.2.2.1. Dipula will offer to repurchase all DIA shares in exchange for:
3.2.2.1.1. R595.5 million ("Cash Alternative Amount") in cash at an offer price of
R6.61 per DIA share, allocated to relevant DIA shareholders having regard
to their elections and the principles set out in paragraph 3.2.2.3 below
("Cash Alternative"); and
3.2.2.1.2. an issue of DIB shares for all DIA shares which are not repurchased
pursuant to the Cash Alternative ("Share Alternative Capacity"), at a
ratio of 2.2 DIB shares per DIA share ("Share Alternative").
3.2.2.2. DIA shareholders will be afforded the ability to elect the Cash Alternative to the extent
they wish ("Cash Alternative Elections"), with the Share Alternative then being
applicable to the balance of their DIA shares ("Share Alternative Elections"), if any,
provided that elections will be adjusted in accordance with paragraph 3.2.2.3 below.
3.2.2.3. If the Cash Alternative Elections in aggregate exceed the Cash Alternative Amount,
the Cash Alternative Elections of the relevant DIA shareholders will be adjusted such
that the Cash Alternative Amount will be allocated pro rata to their respective Cash
Alternative Elections and the Share Alternative will apply to their remaining DIA
shares.
3.2.3. Implementation of the Scheme will be conditional on the fulfilment of suspensive conditions that
will include:
3.2.3.1. the Subscription Agreement, the Circus Triangle Acquisition Agreement and the Co-
Ownership Agreement becoming unconditional;
3.2.3.2. the requisite majority of Dipula shareholders, voting on a combined basis, approving:
3.2.3.2.1. the Scheme special resolution, in accordance with section 115(2)(a) of the
Companies Act;
3.2.3.2.2. the special resolution to issue DIB shares that will equal or exceed 30% of
the voting rights in DIB shares pursuant to the Scheme, in accordance with
section 41(3) of the Companies Act;
3.2.3.3. to the extent required under section 115(3) of the Companies Act, approval of the
implementation of the Scheme resolution by a Court is obtained and, if applicable,
Dipula not having treated the Scheme Resolution as a nullity, as contemplated in
section 115(5)(b) of the Companies Act;
3.2.3.4. that appraisal rights (in terms of section 164 of the Companies Act) are not validly
exercised by in aggregate more than 1% of DIA and DIB shareholders (on a combined
basis) in respect of the Scheme, provided that this condition may be waived or relaxed
upon agreement between Resilient and Dipula;
3.2.3.5. all other applicable regulatory and statutory approvals are obtained;
3.2.3.6. there being no regulatory or legal impediments or adverse regulatory or legal
consequences to the implementation of the Scheme, provided that Dipula may waive
this condition to the extent legally permissible;
3.2.3.7. there shall not have arisen or occurred (or might reasonably be expected to arise or
occur) a material adverse event which could reasonably be expected to have a material
adverse impact on the operations, continued existence, business, condition, assets and
liabilities of Dipula such that it would not be advisable to proceed with the
implementation of the Scheme, provided that the parties may agree to waive this
condition; and
3.2.3.8. the issue of a compliance certificate by the Takeover Regulation Panel ("TRP") in
relation to the Scheme in terms of section 119(4)(b) of the Companies Act.
3.2.4. Dipula shareholders will be requested to consider and vote on changes to the Dipula Memorandum
of Incorporation to reflect the single share capital structure, including all consequential
amendments, but such approval will not be a condition to the implementation of the Transaction.
4. CIRCUS TRIANGLE
Circus Triangle is a small regional shopping centre located in central Mthatha, Eastern Cape with a gross lettable
area of 33 820 m2. The tenant base comprises 96% national tenants with anchor tenants Shoprite and Game and
a weighted average lease expiry of 2.9 years. Key strengths include:
- the dominant centre in the area with a large rural catchment area;
- centrally located and close to both the R61 and N2 roads with easy access from all directions;
- being a commuter hub for short and long-distance taxis and busses;
- ample car parking; and
- topographical barriers to competition.
Resilient reported Circus Triangle's valuation to be R755.6 million in its annual financial statements for its year
ended 30 June 2021, compared to an agreed property value for purposes of the Circus Triangle Transaction of
R809.0 million. The difference is attributed to an extension and refurbishment which was ongoing at 30 June
2021 and has been completed. Net operating income for Circus Triangle for the year ended 30 June 2021 was
R55.2 million and the weighted average rental was R195.84m2 at June 2021, as extracted from the underlying
information in Resilient's audited annual financial statements for the year ended 30 June 2021 which were
prepared in terms of International Financial Reporting Standards. Circus Triangle's anticipated net operating
income (taking into account the new extension) for the 12-month period from 1 September 2021 is expected to
be R69.9 million, with Dipula's share being R34.95 million, equating to an acquisition yield of 8.6%. Dipula is
satisfied that the acquisition price of R404.5 million for a 50% undivided share of Circus Triangle is the fair value
of the property.
The Circus Triangle Transaction is a category 2 transaction in terms of the JSE Listings Requirements and is
therefore not of itself subject to shareholder approval.
5. TRANSACTION PRICING COMPARISON TO MARKET PRICING
The table below illustrates the premiums/discounts associated with the Cash Alternative and the Share Alternative
in respect of DIA shares at various undisturbed market pricing metrics on 25 August 2021, being the day prior to
release of Resilient's results for the year ended 30 June 2021 which included disclosure regarding the Transaction
with Dipula:
Share Share
Alternative Alternative
premium/ premium/
(discount) to (discount) to
Rands DIA DIB DIA DIA clean DIB clean DIA
Closing price(1) 8.80 4.19 4.8% 8.53 3.99 2.9%
VWAP 8.81 4.19 4.6% 8.54 3.99 2.8%
7-day VWAP 8.64 3.64 (7.3%) 8.38 3.47 (8.9%)
30-day VWAP 8.55 3.56 (8.4%) 8.32 3.44 (9.0%)
90-day VWAP 8.26 3.50 (6.8%) 7.99 3.30 (9.1%)
Cash Alternative discount to
Rands Cash Alternative DIA clean DIA
Closing price 6.61 8.53 (22.5%)
VWAP 6.61 8.54 (22.6%)
7-day VWAP 6.61 8.38 (21.1%)
30-day VWAP 6.61 8.32 (20.6%)
90-day VWAP 6.61 7.99 (17.3%)
Notes:
1. Share Alternative premium/discount to DIA is calculated by comparing the DIA and DIA clean prices to the DIB and
DIB clean prices which have been multiplied by the Share Alternative ratio of 2.2 DIB shares per DIA share.
2. The DIA and DIB clean share prices have been calculated on the assumption that Dipula declares 100% of DEPS for
H2 2021 as dividends, being 59.70 cents per DIA share and 44.59 cents per DIB share, with the last day to trade to
participate in the dividend being 7 December 2021.
6. PRO FORMA FINANCIAL INFORMATION
In terms of Regulation 101(7)(b)(iv) of the Companies Act’s Regulations, a firm intention announcement must
contain, inter alia, the pro forma earnings and asset value per offeree regulated company security if the offer
consideration consists wholly or partly of offeror securities.
The table below sets out the pro forma financial effects of the Transaction based on the results of Dipula for H1
2021, assuming that the Transaction had been implemented on 1 September 2020 for purposes of the statement
of comprehensive income and on 28 February 2021 for purposes of the statement of financial position ("pro
forma financial effects"). The pro forma financial effects are the responsibility of the directors of Dipula and are
provided for illustrative purposes only to provide information about how the Transaction may have affected the
financial performance and financial position of Dipula, and because of their nature, may not fairly represent the
financial performance and financial position of Dipula after the Transaction.
DIB shareholder Before the Transaction(1) After the Transaction(2) Change
NAV per share 10.59 6.43 (39.3%)
NTAV per share 10.55 6.41 (39.3%)
Earnings per share 58.38 34.64 (40.7%)
Headline earnings per share 60.01 35.56 (40.7%)
Dividend per share 45.10 31.05 (31.2%)
DIA shareholder receiving
the Share Alternative Before the Transaction(1) After the Transaction(2) Change
NAV per share 10.59 14.14 33.6%
NTAV per share 10.55 14.10 33.6%
Earnings per share 58.38 75.81 29.9%
Headline earnings per share 60.01 78.24 30.4%
Dividend per share 59.02 68.30 15.7%
Notes and assumptions:
1. The amounts in the "Before the Transaction" column have been extracted, without adjustment, from
Dipula's unaudited condensed consolidated interim results for H1 2021.
2. The amounts in the "After the Transaction" column for DIB shareholders are after making the following
adjustments:
a. In terms of the Resilient Subscriptions, Resilient subscribes for DIB shares for an aggregate
consideration of R1 billion (comprising a 50% undivided share in Circus Triangle for R404.5
million and R595.5 million in cash). It is assumed that Dipula declares and pays a dividend of
44.59 cents per DIB share in relation to H2 2021 prior to the effective date. Accordingly, the
subscription price is R3.53 per DIB share, with 283.29 million DIB consideration shares being
issued to Resilient.
b. In terms of the Scheme, Dipula repurchases all DIA shares in issue. It is assumed that DIA
shareholders holding 90.09 million DIA shares elect to receive the Cash Alternative of R6.61 per
DIA share, amounting to a cash consideration of R595.50 million. The balance of DIA
shareholders holding 174.55 million DIA shares receive the Share Alternative of 2.2 DIB shares
per DIA share, amounting to 384.01 million DIB shares.
c. Transaction costs amounting to R17.5 million are settled in cash with an equivalent reduction to
stated capital.
d. It is assumed that Dipula's share of net operating income from the Circus Triangle property for
H1 2021 amounts to R13.8 million, as extracted from the underlying information in Resilient's
audited annual financial statements for the year ended 30 June 2021.
e. Dipula's dividend for H1 2021 is increased by R13.8 million net operating income from the
Circus Triangle property to R289.34 million, divided by 931.94 million DIB shares in issue, and
equating to a dividend of 31.05 cents per DIB share.
3. The amounts in the "After the Transaction" column for DIA shareholders receiving the Share Alternative
comprise the pro forma financial effects set out in the "After the Transaction" column for DIB shareholders
multiplied by the Share Alternative ratio of 2.2 DIB shares for each DIA share.
7. CONFIRMATIONS TO THE TRP
7.1. In accordance with Regulations 111(4) and 111(5), the Standard Bank of South Africa Limited has issued
a bank guarantee to the TRP for the Cash Alternative Amount payable by Dipula to DIA shareholders
electing the Cash Alternative, in an amount not exceeding R595.5 million.
7.2. Dipula has confirmed to the TRP that it has a sufficient number of authorised but unissued DIB shares in
order to satisfy the Share Alternative on implementation of the Scheme.
8. BENEFICIAL INTEREST
There are no beneficial interests, or options to purchase beneficial interests, in DIA or DIB shares that are held or
controlled, directly or indirectly by Dipula.
9. NO CONCERT PARTY ARRANGEMENTS
Dipula is not acting in concert with any other person in relation to the Scheme.
10. INDEPENDENT BOARD AND INDEPENDENT EXPERT REPORT
10.1. Dipula has convened an independent board ("Independent Board"), consisting of Brian Azizollahoff, Syd
Halliday and Elias Links, to consider the Transaction.
10.2. The Independent Board will appoint an independent expert for purposes of preparing an opinion in respect
of the Scheme, in accordance with Regulation 90, as read with sections 114(2) and 114(3) of the Companies
Act.
11. POSTING OF CIRCULAR
11.1. Dipula will issue a circular to its shareholders, as contemplated in Regulations 102 and 106, setting out the
full terms and conditions of the Transaction and including the notice convening the General Meeting
("Circular").
11.2. A further announcement pertaining to the posting of the Circular will be released in due course.
12. RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this announcement and certifies
that, to the best of its knowledge and belief, the information contained in this announcement relating to Dipula is
true and this announcement does not omit anything that is likely to affect the import of such information.
13. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
In light of the release of this firm intention announcement, Dipula shareholders are advised that caution is no
longer required to be exercised in their dealings in Dipula shares.
15 October 2021
Corporate advisor and sponsor
Java Capital
Legal advisor
CDH
Date: 15-10-2021 01:25:00
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