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Update to the firm intention announcement regarding an offer by Dipula to repurchase all Dipula A shares
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 THE FIRM INTENTION ANNOUNCEMENT REGARDING AN OFFER BY DIPULA TO
REPURCHASE ALL DIPULA A SHARES BY WAY OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
1.1. Shareholders are referred to Dipula’s firm intention announcement published on SENS on 15 October 2021
(the “Initial FIA”). Capitalised terms in this announcement bear the same meaning as in the Initial FIA.
1.2. After ongoing engagement with key shareholders, Dipula believes that its objective to achieve a simplified
share structure consisting of a single class of ordinary share will be supported by both classes of
shareholders on the amended basis set out in this announcement, read with the Initial FIA.
1.3. The key amendments pertain to the Share Alternative to be offered to DIA shareholders pursuant to the
Scheme, which is improved from the ratio of 2.2 to 2.4 DIB shares per DIA share, and the removal from
the Scheme of the offer of a Cash Alternative which was to be funded by the issue of new DIB shares for
cash. In addition, Dipula will no longer propose the Circus Triangle Transaction.
1.4. On this basis, Coronation Asset Management Proprietary Limited, which holds on behalf of its clients,
approximately 34.14% of DIA shares in issue, has agreed in-principle to approve the Scheme and exchange
its DIA shares for DIB shares.
2. THE SCHEME, AS AMENDED
The key terms and conditions of the Scheme, as revised, are set out below.
2.1. Dipula will propose the Scheme between Dipula and DIA shareholders.
2.2. Implementation of the Scheme will be conditional on the fulfilment or, in relation to paragraph 2.2.4,
waiver by Dipula, of the following Scheme Conditions:
2.2.1. shareholder approval of the Scheme special resolutions, in accordance with section 115(2)(a) of
the Companies Act, and on the basis that the special resolutions will be approved by general
meeting of DIA shareholders voting separately and by combined general meeting of DIA and
DIB shareholders voting together;
2.2.2. shareholder approval of a special resolution in respect of the issue of DIB shares in terms of the
Scheme, as required by section 41(3) of the Companies Act, on the basis that such special
resolution will be approved by combined general meeting of DIA and DIB shareholders voting
together;
2.2.3. if required under section 115(3) of the Companies Act, approval of the implementation of the
Scheme resolution by a Court and, if applicable, Dipula not having treated the Scheme resolution
as a nullity, as contemplated in section 115(5)(b) of the Companies Act;
2.2.4. 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 Dipula may waive this condition;
2.2.5. receipt of all other applicable regulatory and statutory approvals; and
2.2.6. the issue of a compliance certificate by the Takeover Regulation Panel in relation to the Scheme
in terms of section 119(4)(b) of the Companies Act.
2.3. Pursuant to the Scheme, Dipula will offer to repurchase all DIA shares in exchange for a share consideration
of 2.4 DIB shares per DIA share (“Scheme Consideration”).
3. 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 tables below set out the pro forma financial effects of the Scheme based on the results of Dipula for FY 2021,
assuming that the Scheme had been implemented on 1 September 2020 for purposes of the statement of
comprehensive income and on 31 August 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 Scheme 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 Scheme.
DIB shareholder Before the Scheme (1) After the Scheme (2) % Change
NAV per share 10.30 6.04 (41.4)
NTAV per share 10.30 6.04 (41.4)
Earnings per share 81.14 47.73 (41.2)
Headline earnings per share 84.16 49.50 (41.2)
Dividend per share 89.69 61.30 (31.7)
DIA shareholder Before the Scheme (1) After the Scheme (3) % Change
NAV per share 10.30 14.49 40.7
NTAV per share 10.30 14.49 40.7
Earnings per share 81.14 113.73 40.2
Headline earnings per share 84.16 118.81 41.2
Dividend per share 118.72 147.11 23.9
Notes and assumptions:
1. The amounts in the “Before the Scheme” column have been extracted, without adjustment, from Dipula’s
audited condensed consolidated financial results for FY 2021.
2. The amounts in the “After the Scheme” column for DIB shareholders are after making the following
adjustments for the Scheme:
a. In terms of the Scheme, Dipula repurchases all DIA shares in issue with DIA shareholders receiving
the Scheme Consideration of 2.4 DIB shares per DIA share, resulting in the issue of 635.14 million
DIB shares.
b. Transaction costs amounting to R17.5 million are settled in cash with an equivalent reduction to
stated capital.
c. Post Scheme, Dipula’s share capital comprises 899.78 million DIB shares.
3. The amounts in the “After the Scheme” column for DIA shareholders comprise the pro forma financial
effects set out in the “After the Scheme” column for DIB shareholders multiplied by the Scheme
Consideration of 2.4 DIB shares for each DIA share.
4. POSTING OF CIRCULAR
4.1. Dipula will issue a circular to its shareholders, as contemplated in Regulations 102 and 106, setting out the
full terms and conditions of the Scheme and including the notice convening the Scheme Meeting
(“Circular”).
4.2. A further announcement pertaining to the posting of the Circular will be released in due course.
5. 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.
23 December 2021
Corporate advisor and sponsor Legal advisor
Java Capital CDH
Date: 23-12-2021 01:00:00
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