REVISED LISTING PARTICULARS

Transcription

1 (Incorporated in the Republic of South Africa) (Registration number 1987/005284/06) (ISIN: ZAE ) (Share code: HYP) ( Hyprop or the company ) REVISED LISTING PARTICULARS PREPARED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE LIMITED The interpretations and definitions commencing on page 3 of these revised listing particulars apply mutatis mutandis throughout this document, including on this cover page. These revised listing particulars are not an invitation to the public to subscribe for Hyprop combined units, but are issued in terms of the Listings Requirements for purposes of giving information to Hyprop combined unitholders in relation to the business, operations and prospects of Hyprop after the acquisition of the Attfund Retail assets pursuant to an offer to be made by Hyprop to shareholders of Attfund Retail. Although still subject to a number of conditions, these revised listing particulars have been prepared on the assumption that the acquisition will be implemented. At the date of these revised listing particulars, the issued combined unit capital of Hyprop is combined units. No combined units are held in treasury. The offer consideration will be settled in part by the issue of 92 million Hyprop combined units at an issue price of R54.00 per combined unit. Each combined unit consists of one Hyprop ordinary share with a nominal value of 1 cent indivisibly linked to an unsecured variable rate subordinated debenture with a face value of 493 cents. Save for the Hyprop special distribution, the consideration units will rank pari passu in all respects with existing issued Hyprop combined units. The directors, whose names appear on page 8 of these revised listing particulars accept, collectively and individually, full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement herein false or misleading, and that they have made all reasonable enquiries to ascertain such facts and that this document contains all information required by law and the Listings Requirements. All advisors whose names and/or reports are contained in these revised listing particulars have consented in writing to act in the capacity stated and to their names being included in these revised listing particulars and, if applicable, to the inclusion of their respective reports in these revised listing particulars in the form and context in which they appear and have not withdrawn their written consents prior to publication hereof. Corporate advisor, legal advisor and sponsor to Hyprop Reporting accountants and auditors of Hyprop Competition law advisor to Hyprop Date of issue: Thursday, 21 April 2011 These revised listing particulars are only available in English. Copies of these revised listing particulars may be obtained from the registered office of Hyprop, being 3rd Floor, North Wing, Hyde Park Shopping Centre, Jan Smuts Avenue, Sandton, This document should be read with the Hyprop Category 1 circular posted with these revised listing particulars.

2 Corporate information Registered office of Hyprop Hyprop Investments Limited (Registration number 1987/005284/06) 3rd Floor North Wing Hyde Park Shopping Centre Jan Smuts Avenue Sandton, 2196 (PO Box 41257, Craighall, 2024) Sponsor to Hyprop Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2006/005780/07) 2 Arnold Road Rosebank Johannesburg, 2196 (PO Box 2087, Parklands, 2121) Company secretary of Hyprop Probity Business Services (Proprietary) Limited (Registration number 2000/002046/07) 3rd Floor The Mall Offices 11 Cradock Avenue Rosebank Johannesburg, 2196 (PO Box 85392, Emmarentia, 2029) Reporting accountants and auditors of Hyprop Grant Thornton Chartered Accountants SA (Practice number ) 137 Daisy Street Sandown Johannesburg, 2196 (Private Bag X28, Benmore, 2010) Corporate advisor and legal advisor to Hyprop Java Capital (Proprietary) Limited (Registration number 2002/031862/07) 2 Arnold Road Rosebank Johannesburg, 2196 (PO Box 2087, Parklands, 2121) Competition law advisor to Hyprop Vani Chetty Competition Law (Proprietary) Limited (Registration number 2007/009553/07) 1st Floor, 24 Hurlingham Road Illovo Boulevard Illovo, 2132 (PO Box 52531, Saxonwold, 2132) Trustee for Hyprop debenture holders Webber Wentzel (Registration number 2001/004762/21) 15th Floor Convention Tower Heerengracht Cape Town, 8001 (PO Box 3667, Cape Town, 8000) Registered office of Attfund Retail 2nd Floor Parkdev Building Brooklyn Bridge 570 Fehrsen Street Brooklyn Pretoria, 0181 Transfer secretaries of Hyprop Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07) 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Date and place of incorporation of Hyprop Date and place of incorporation of Attfund Retail Incorporated in the Republic of South Africa in 1987 Incorporated in the Republic of South Africa in 2010

3 TABLE OF CONTENTS Corporate information Page Inside front cover Interpretations and definitions 3 Revised listing particulars 1. Introduction 8 2. Nature of business and future prospects 8 3. Company structure 9 4. Directors and management of Hyprop 9 Details of the Hyprop combined property portfolio and listed securities portfolio 5. The Hyprop combined property portfolio Valuation reports The listed securities portfolio 15 Financial information 8. Pro forma statement of financial position and statement of comprehensive income of Hyprop Historical financial information of Hyprop Profit forecast for Attfund Retail 16 General information 11. Advisors interests Dividends Material changes Material contracts Acquisitions Disposals Combined unit prices and trading histories Share capital, options or preferential rights in respect of securities Amounts paid or payable to promoter and commissions paid or payable in respect of underwriting Material commitments, lease payments and contingent liabilities Material loans and borrowings Government protection and investment encouragement law Preliminary expenses and issue expenses Exchange Control guidelines Litigation statement Adequacy of capital Corporate Governance Directors responsibility statement Consents Documents available for inspection 20 1

4 Annexure 1 Share capital and shareholding 21 Annexure 2 Group structure and subsidiaries 23 Annexure 3 Information on the directors and management of Hyprop 25 Annexure 4 Pro forma financial effects 42 Annexure 5 Independent reporting accountants report on the pro forma statement of financial position and statement of comprehensive income of Hyprop 49 Annexure 6 Historical financial information of Hyprop 51 Annexure 7 Annexure 8 Independent reporting accountants report on the historical financial information of Hyprop 78 Independent reporting accountants report in terms of section 13.16(e) of the Listings Requirements 80 Annexure 9 Price and volume history of Hyprop combined units on the JSE 82 Annexure 10 Extracts from Hyprop s statutory documents 84 Annexure 11 Salient terms of transaction agreements 97 Annexure 12 Vendors 102 Annexure 13 Hyprop s Corporate Governance Report 109 Annexure 14 Material loans and borrowings 114 Annexure 15 Material contracts 115 Annexure 16 Incentive scheme 116 Page 2

5 INTERPRETATIONS AND DEFINITIONS In these revised listing particulars and the annexures hereto, unless inconsistent with the context, an expression which denotes a gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the expressions set out in the first column bear the meaning assigned to them in the second column. the Act or the current the Companies Act 1973 (Act 61 of 1973), as amended or the Companies Act 2008 Companies Act (Act 71 of 2008), as amended; acquisition Acucap Acucap Units the acquisition by Hyprop of 100% of the issued shares in Attfund Retail in terms of the offer and the subsequent transfer of the Attfund Retail assets to Hyprop; Acucap Limited (Registration number 2001/021725/06), a public company incorporated in South Africa and listed on the JSE; listed linked units in Acucap; AIH Atterbury Investments Holdings Limited (Registration number 1997/000543/06), a public company incorporated in South Africa. AIH is a 43% shareholder in Attfund and following the implementation of the Attfund Retail restructure will be a 37% shareholder in Attfund Retail; Attfund Attfund agreement Attfund International Attfund Limited (Registration number 1999/005649/06), a public company incorporated in South Africa; the agreement concluded on Thursday, 29 July 2010 between Attfund Retail and Attfund in terms of which, inter alia, Attfund disposed of the subject matter to Attfund Retail in consideration for which, inter alia, Attfund Retail allotted and issued shares in Attfund Retail to Attfund, as amended in terms of the various addenda thereto; Arctospark (Proprietary) Limited (Registration number 2010/007113/07), a private company incorporated in South Africa, which company has or is about to change its name to Attfund International (Proprietary) Limited, but which name change is subject to the passing of a special resolution and registration therewith with the Registrar of Companies; Attfund International the amount which, on the effective date, will be owing by Attfund International loan account to Attfund Retail, which is anticipated to be approximately R ; Attfund International loan account amount Attfund International shareholders Attfund Retail Attfund Retail assets Attfund Retail debt the actual amount of the Attfund International loan account on the effective date; Atterbury Investment Holdings Limited and its subsidiaries, as well as the Village Trust, Y3K Investments (Proprietary) Limited and de Katwijk Trust; Femtoworx Limited (Registration number 2010/013504/06), a public company incorporated in South Africa, which company has or is about to change its name to Attfund Retail Limited, but which name change is subject to the passing of a special resolution and registration therewith with the Registrar of Companies; the Attfund Retail property portfolio, the Sycom units, the Acucap units, the shares in Word 4 Word, the Parkdev asset management business, the Parkdev loan account and the Attfund International loan account; the face value of the interest bearing debt owing by Attfund Retail as at the effective date; Attfund Retail properties or the immovable properties owned by Attfund Retail on the effective date as detailed Attfund Retail property portfolio in paragraph 5.3 of these revised listing particulars; 3

6 Attfund Retail restructure the transactions whereby Attfund Retail will acquire the Attfund Retail property portfolio, the sale units, the Parkdev asset management business, the shares in Word 4 Word, the Parkdev loan account and the Attfund International loan account in return for, inter alia, the issue of Attfund Retail shares, as detailed in the Attfund agreement, the Parkdev agreement, the Siyathenga/MCD agreement and the Word 4 Word agreement; Attfund Retail shareholders the registered holders of the Attfund Retail shares; Attfund Retail shares ordinary shares with a par value of R each in the share capital of Attfund Retail; Attfund Retail vendors Attfund, Mini Cape Property Holdings (Proprietary) Limited (Registration number 2004/004461/07), Siyathenga Properties Two (Proprietary) Limited (Registration number 2004/005351/07), Parkdev, Kristi Maree & Associates (Proprietary) Limited (Registration number 1996/14389/07) and Yvette van der Merwe (Identity number ); Attfund shareholders the registered holders of the Attfund shares; Attfund shares ordinary shares with a par value of R each in the share capital of Attfund; the board the board of directors of Hyprop detailed on page 8 of these revised listing particulars; business day any day other than a Saturday, Sunday or official public holiday in South Africa; the Code the Securities Regulation Panel Code on Take-overs and Mergers and the Rules of the SRP, issued pursuant to the Act; the common monetary area South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the Competition Authorities the Competition Commission of South Africa and/or the Competition Tribunal of South Africa and/or the Competition Appeal Court of South Africa, being regulatory and/or judicial authorities established in terms of the Competition Act, 1998 (Act 89 of 1998), as amended; conditions precedent the conditions precedent to the offer (as detailed in Annexure 11); consideration units the Hyprop combined units to be issued to the Attfund Retail shareholders as part of the offer consideration; distribution or Attfund the distributions, in specie, by Attfund to the Attfund shareholders of its shares in Retail distribution Attfund Retail as part of the Attfund Retail restructure; Exchange Control Regulations the Exchange Control Regulations, 1961, as amended, made in terms of section 9 of the Currency and Exchanges Act,1933 (Act 9 of 1933), as amended; fixed assets all of the fixed assets owned by Attfund which form part of the rental enterprises as at 1 November 2010 and as reflected in the asset register of Attfund as at 1 November 2010; Garden Route Mall transactions the transactions in respect of the property known as Garden Route Mall, more fully detailed in Annexure 11; Hyprop or the company Hyprop Investments Limited (Registration number 1987/005284/06), a public company duly incorporated in South Africa and listed on the JSE; Hyprop Category 1 circular the circular to be issued to Hyprop combined unitholders on or about 21 April 2011 relating to, inter alia, the offer and the acquisition; Hyprop combined the Hyprop property portfolio and the Attfund Retail property portfolio as detailed property portfolio in paragraphs 5.2 and 5.3 of these revised listing particulars; Hyprop combined unitholders the holders of Hyprop combined units as recorded in the Hyprop register; Hyprop combined units Hyprop combined units listed on the JSE, each comprising one Hyprop share indivisibly linked to one Hyprop debenture; Hyprop debenture an unsecured variable rate debenture in Hyprop with a face value of 493 cents governed by the debenture trust deed; Hyprop debenture holders the registered holders of Hyprop debentures; 4

7 Hyprop debenture trust deed the debenture trust deed dated 4 May 2006 governing the terms and conditions of the Hyprop debentures, the salient features of which are set out in Annexure 10 to these revised listing particulars; Hyprop property portfolio the property portfolio of Hyprop before the offer; Hyprop register Hyprop s combined unit register, including all sub-registers; Hyprop share an ordinary share with a par value of 1 cent, in the share capital of Hyprop each of which will, subject to the passing of special resolution 1 at the general meeting, be converted into an ordinary share with no par value; Hyprop shareholders the registered holders of Hyprop shares; Java Capital collectively, Java Capital (Proprietary) Limited (Registration number 2002/ /07), a private company duly incorporated in terms of the laws of South Africa and the corporate advisor and legal advisor to Hyprop and Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2006/005780/07), a private company duly incorporated in terms of the laws of South Africa and the sponsor to Hyprop; the JSE JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in South Africa and licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004), as amended; last practicable date 18 April 2011, being the last practicable date prior to the finalisation of these revised listing particulars; leases all lease agreements with tenants (or sub-tenants) in respect of the premises situate on each of the Attfund Retail properties, which form part of the rental enterprises, as at 1 November 2010; Listings Requirements the JSE Listings Requirements, as amended from time to time; long lease the agreement concluded on 31 August 2004 between Transnet Limited (as lessor) and Attfund (as lessee) in terms of which, inter alia, Willowbridge North was let to Attfund until 30 June 2033, which long lease and improvements effected to the land in question forms part of the rental enterprises sold to and acquired by Attfund Retail from Attfund; Madison Madison Property Fund Managers Limited (Registration number 2005/021874/06), a public company duly incorporated in South Africa, a wholly-owned subsidiary of Redefine; major Attfund Retail Atterbury Investment Holdings Limited (Registration number 1997/000543/06), shareholders Village Trust (Master s Reference number IT4210/1996), Y3K Investments (Proprietary) Limited (Registration number 2000/013583/07), de Katwijk Trust (Master s Reference number IT1375/1996), Clidet No. 683 (Proprietary) Limited (Registration number 2006/023295/07), Atterbury Attfund Investments Number 1 (Proprietary) Limited (Registration number 2000/008162/07), Atterbury Attfund Investments Number 2 (Proprietary) Limited (Registration number 2000/02333/07) and Atterbury Attfund Investments Number 3 (Proprietary) Limited (Registration number 2000/004622/07); MCD Mini-Cape Property Holdings (Proprietary) Limited (Registration number 2004/004461/07), a private company incorporated in South Africa; miscellaneous contracts means all of the agreements entered into by Attfund in carrying on the business of letting the rental enterprises, other than the leases, including (without limitation) agreements in relation to centre management, security, cleaning, equipment servicing and promotions/advertising; name Attfund Limited and any derivative thereof; offer the conditional, irrevocable offer to be made by Hyprop to Attfund Retail shareholders to purchase all of the offer shares for the offer consideration; offer agreement the offer agreement entered into between Hyprop, Attfund, Attfund Retail and the major Attfund Retail shareholders dated 15 December 2010, recording, inter alia, the terms and conditions of the offer, as amended in terms of the addendum thereto; 5

8 offer consideration Parkdev Parkdev agreement Parkdev asset management business the combination of the cash paid and Hyprop combined units issued to the Attfund Retail shareholders as consideration for their Attfund Retail shares; Parkdev (Proprietary) Limited (Registration number 1997/000280/07), a private company incorporated in South Africa; the agreement concluded on 29 July 2010 between Attfund Retail and Parkdev in terms of which, inter alia, Parkdev disposed of the Parkdev asset management business, as amended in terms of the various addenda thereto; the asset and property management business in respect of the rental enterprises; Parkdev Investments Parkdev Investments (Proprietary) Limited (Registration number 2008/013985/07), a private company incorporated in South Africa; Parkdev Investments loan account R or Rand Redefine the amount which will be owing to Attfund Retail by Parkdev Investments on the effective date, which amount is anticipated to be R206 million; South African Rand; Redefine Properties Limited, (Registration number 1999/018591/06), a public company duly incorporated in accordance with the laws of South Africa and listed on the JSE; Redefine fee the R (inclusive of VAT) fee to be paid to Redefine, of which R will be paid by Redefine to Parkdev Investments, as more fully detailed in paragraph 9 of the Hyprop Category 1 circular; rental enterprises the rental enterprises acquired by Attfund Retail from Attfund as going concerns, comprising: all of the Attfund Retail properties other than the Siyathenga/MCD property; all rights, title and interest in and to the leases in respect of said properties; the goodwill appertaining to the rental enterprises (including the respective names of each shopping centre complex, and Attfund s 25% undivided share in the goodwill appertaining to Centurion Mall); all right, title and interest in and to the miscellaneous contracts; trade and other receivables in respect of the rental enterprises; the fixed assets; all other assets necessary to conduct the rental enterprises; reporting accountants Grant Thornton Chartered Accountants (SA), Registered Auditors; revised listing particulars these revised listing particulars, dated 21 April 2011, and the annexures hereto; sale units the Sycom units and the Acucap units; SENS the Securities Exchange News Service, the news service operated by the JSE; Siyathenga Siyathenga Properties Two (Proprietary) Limited (Registration number 2004/005351/07), a private company incorporated in South Africa; Siyathenga/MCD agreement the agreement concluded on 22 July 2010 between Attfund Retail and Siyathenga and MCD (as sellers) in terms of which, inter alia, Siyathenga and MCD disposed of their respective undivided shares in the Siyathenga/MCD property as well as their respective undivided shares in the lease agreements pertaining to the buildings on the said property to Attfund Retail; Siyathenga/MCD property Erf 38722, Bellville, together with all improvements thereon, and commonly known as Willowbridge South ; South Africa the Republic of South Africa; special Hyprop distribution the special Hyprop distribution for the period commencing on the first day of the Hyprop income distribution period in which the day prior to the effective date falls and ending on the day prior to the effective date; 6

9 specific repurchase the SRP Strate Subco subject matter Sycom Sycom units transactions transfer secretaries VPIF VWAP the possible repurchase by Hyprop of up to 30 million of the placement units at a price of R54.00 per combined unit; the Securities Regulation Panel, established in terms of section 440B of the Act; Strate Limited (Registration number 1998/022242/06), a limited liability public company duly incorporated in South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system used by the JSE; Mantrablox (Proprietary) Limited (Registration number 2010/011244/07), a private company incorporated in South Africa; the rental enterprises, the sale units and the name; Sycom Property Fund, a collective investment scheme in property in terms of the Collective Investments Schemes Control Act, No. 45 of 2002, and listed on the JSE; listed units in Sycom; the implementation of the offer, the subsequent transfer of assets from Attfund Retail to Hyprop and the Garden Route Mall transaction; Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07), a limited liability private company duly incorporated in South Africa; Vunani Property Investment Fund (Proprietary) Limited (Registration number 2005/019302/07), a private company duly incorporated in South Africa; volume weighted average traded price; Webber Wentzel Webber Wentzel Attorneys Inc. (Registration number 2001/004762/21); Willowbridge Lifestyle Centre Willowbridge North consisting of the properties Willowbridge North and Willowbridge South; the property on which the shopping mall commonly known as Willowbridge North (and as set out in paragraph 5.3 of these revised listing particulars) is let to Attfund Retail until 30 June 2033; Western Cape Province dispute a dispute between the Western Cape Province and Attfund Retail in respect of Garden Route Mall. The dispute relates to non-compliance with the appeal decision by the Minister of Agriculture, Environmental Affairs and Development Planning: Western Cape, dated 11 March The Western Cape Province has threatened to levy a fine in regard to the dispute. AIH has undertaken to pay any fine levied by the Western Cape Province in order to ensure that neither Attfund Retail nor Hyprop suffers any loss arising from the levying thereof; Word 4 Word Word 4 Word Marketing (Proprietary) Limited (Registration number 1999/023658/07), a private company incorporated in South Africa. Post the Attfund Retail restructure Word 4 Word will be a wholly-owned subsidiary of Attfund Retail; and Word 4 Word agreement the agreement governing the terms and conditions of the acquisition of all of the shares in Word 4 Word by Attfund Retail from Parkdev, Kristi Maree & Associates (Proprietary) Limited (Registration number 1996/14389/07) and Yvette van der Merwe (Identity number ) in terms of the Attfund Retail restructure, as amended in terms of the various addenda thereto. 7

10 (Incorporated in the Republic of South Africa) (Registration number 1987/005284/06) (ISIN: ZAE ) (Share code: HYP) ( Hyprop or the company ) Directors M Aitken + L Cohen # E Dube K Ellerine L Engelbrecht M Lewin J McAlpine D Rice S Shaw-Taylor M Wainer L Weil + Chairman # Financial Director Independent REVISED LISTING PARTICULARS 1. INTRODUCTION 1.1 It was announced on SENS: on Monday, 6 December 2010 that Hyprop has reached an in principle agreement with the board of Attfund Retail in relation to the terms of a proposed offer to acquire 100% of the shares in Attfund Retail, for the purpose of acquiring Attfund Retail s portfolio of property assets and listed securities; and on Tuesday, 21 December 2010 that formal agreements had been concluded regulating the terms of the offer. 1.2 These revised listing particulars have been prepared on the assumption that the acquisition will be implemented and that the Attfund Retail s assets will be transferred to Hyprop and are intended to provide Hyprop combined unitholders (including the Attfund Retail shareholders who will become Hyprop combined unitholders pursuant to the offer) with information in relation to the business, operations and prospects of Hyprop after the implementation of the offer. 2. NATURE OF BUSINESS AND FUTURE PROSPECTS 2.1 Incorporation, history and nature of business Hyprop is a professionally managed property loan stock company founded in 1987 and listed on the JSE in the Real Estate Real Estate Holdings & Development sector The company owns and operates prime quality shopping centres including Canal Walk, The Glen, Hyde Park and The Mall of Rosebank. Hyprop provides investors with the opportunity to invest in quality retail real estate and distributes all its income on a semi-annual basis. The company further continues to grow its property portfolio through acquisitions and developments as and when appropriate opportunities arise. 8

11 2.1.3 Attfund Retail is a newly incorporated entity established to facilitate the merger of the Attfund Retail assets in terms of the Attfund Retail restructure. 2.2 Future prospects The offer provides Hyprop with an unique opportunity to acquire a large, well managed, retail focused portfolio that is compatible with Hyprop s existing portfolio on a yield enhancing basis. The acquisition of the Attfund Retail portfolio will increase Hyprop s portfolio to 22 properties with a gross value of approximately R17.9 billion, almost doubling its size while enabling it to retain its retail focus The implementation of the offer will further strengthen Hyprop s management team through the addition of Attfund Retail s centre management and corporate management teams. In addition Hyprop will benefit from the expertise and experience of Louis Norval and Louis van der Watt who, subject to the necessary combined unitholder approval, will become non-executive members of the Hyprop board once the offer is implemented The acquisition of the Attfund Retail assets will strengthen Hyprop s asset base with the addition of a prime retail and office property portfolio, a good tenant mix (with 46% A grade tenants and 81% A and B grade tenants measured by lettable area), a vacancy rate of approximately 4.5% across the portfolio and secure medium-term income, with a significant proportion of its lease agreements expiring in 2015 and beyond The portfolio being acquired is newer than Hyprop s existing portfolio, presenting growth opportunities in the medium to long term. In addition the implementation of the offer will increase Hyprop s loan to value ratio from 13% to 28%, which the board views as a more optimal level of gearing for the company The issue of Hyprop units as consideration will dilute Redefine s holding from approximately 46% to 29%, removing a potential obstacle to future growth of the fund. Furthermore there is a requirement that the Attfund Retail shareholders place 30 million of the consideration units with appropriate investors, improving Hyprop s unitholder spread and liquidity. 2.3 Financial year-end The financial year-end of Hyprop is 31 December. 3. COMPANY STRUCTURE An organogram of Hyprop (including co-ownership rights) subsequent to implementation of the acquisition is presented in Annexure DIRECTORS AND MANAGEMENT OF HYPROP 4.1 Management Madison undertook Hyprop s asset management functions together with the property management of Hyde Park, The Mall and Southcoast Mall until 31 December The property management agreement in respect of The Glen expired on 31 May Canal Walk Manco, in which Redefine Income Fund holds an 80% share and Ellerine Bros. (Proprietary) Limited a 20% share, performed the property management of Canal Walk until 31 December Effective 1 January 2010, the agreements in and expired: Hyprop engaged Redefine to perform certain consulting services for Hyprop in terms of a consultancy agreement, for a fixed fee of R1.5 million per month. The consultancy agreement was cancelled by Hyprop with effect from 31 August 2010; and Hyprop directly employed those employees of Madison who had been providing asset management services to Hyprop Attfund Retail has, in terms of the Parkdev agreement, acquired the Parkdev asset management business with the result that Attfund Retail is internally managed After the implementation of the offer, Hyprop will have an additional internal executive management team with unparalleled real estate experience, skills and expertise The key members of the executive team after the implementation of the acquisition are set out in Annexure 3. 9

12 4.2 Directors After the implementation of the acquisition the board will appoint Messrs Louis Norval and Louis van der Watt as non-executive directors to the board The result of the reconstitution of the board is that the board will comprise 13 members, including 12 non executive directors, of whom 4 will be independent non-executives. Further details of the directors are set out in Annexure The financial director of Hyprop is Mr Laurence Cohen. The Audit Committee has satisfied itself of the appropriateness of Mr Cohen s expertise and experience to fulfil his role as financial director Annexure 3 contains additional information in relation to the directors and management of Hyprop after the offer, including: information concerning the appointment and remuneration of the directors; directors interests; and directors declarations. 10

13 DETAILS OF THE HYPROP COMBINED PROPERTY PORTFOLIO AND LISTED SECURITIES PORTFOLIO 5. THE HYPROP COMBINED PROPERTY PORTFOLIO 5.1 The Hyprop combined property portfolio After the implementation of the offer, Hyprop will have a R17.9 billion property portfolio consisting of 22 properties with a rentable retail and commercial area of m 2 and 205 hotel rooms. A detailed list of the Hyprop combined property portfolio appears in paragraph 5.3 below. 5.2 Analysis of the Hyprop combined property portfolio An analysis of the Hyprop combined property portfolio, including the Attfund Retail property portfolio, at 31 December 2010, in respect of sectoral, geographic and tenant spread as well as lease expiry profile, is provided in the charts and tables below: Sectoral profile GLA per sector Gross rentals per sector Retail 93% 95% Office 6% 5% Hotels 1% 0% 100% 100% 11

14 Geographic profile GLA per sector Gross rentals per sector Gauteng 58% 71% KwaZulu-Natal 3% 0% Western Cape 39% 29% 100% 100% Tenant profile GLA per sector Gross rentals per sector A-grade 46% 33% B-grade 35% 41% C-grade 19% 26% 100% 100% For this table the following key is applicable: A-grade Large national tenants, large listed tenants, Government and major franchisees. These include, inter alia, Shoprite Checkers, Edcon, Pick n Pay, Massmart, Woolworths, Foschini, Mr Price Group, Nu Metro, Truworths, Stuttafords and Pepkor. B-grade National tenants, listed tenants, franchisees and medium to large professional firms. C-grade Smaller line stores. The Hyprop combined property portfolio will have C-grade tenants. 12

15 Vacancy profile The vacancy profiles indicated below reflects the vacancy percentage as indicated under the lease expiry profile: Sector Vacancy based on GLA Retail 4% Offices 11% 4% Lease expiry profile The lease expiry profile of the portfolio for 2011 to 2015 and beyond is given below: Total Total Retail Retail Offices Offices GLA % GR % GLA % GR % GLA % GR % Vacant December December December December December Total GR: Gross rentals Rental escalations and rental per square metre The annualised weighted average rental escalation by GLA in the Hyprop combined property portfolio for the six months ended 31 December 2010 is as follows: Sector % Offices 8 Retail 13 Total property portfolio 8 The forward property yield on the Hyprop combined property portfolio based on forecast net property income for the year ended 31 December 2011 and property valuations for the Hyprop and Attfund Retail portfolios as at 31 December 2010 is 7.3%. The weighted average rental per square metre in the Hyprop combined property portfolio for the year ended 31 December 2010 was R151 per m 2 per month. 13

16 5.3 Listed below are the details of the Hyprop combined property portfolio: Hyprop property portfolio highlighted Attfund Retail property portfolio highlighted Original purchase Percentage Weighted price/ Effective 2010 of average development date of Lettable Property Location Sector Valuation portfolio rental m 2 cost acquisition area m 2 R 000 R % undivided share Century City Retail % October in Canal Walk s Cape Town 2003 (80%) Clearwater Mall Strubens Valley Retail % 198 ^ Effective date 75.15% undivided Oakdene Retail % # share in The Glen Johannesburg (75.15%) Cape Gate Precinct Cape Town Retail % 108 ^ Effective date Woodlands Pretorius Park Retail % 152 ^ Effective Boulevard date Hyde Park s Hyde Park Retail % Pre-listing Johannesburg 1988 The Mall Rosebank Retail % January Johannesburg 2003 Atterbury Value Mart Pretoria Retail % 122 ^ Effective date 25% undivided Centurion Retail % 173 ^ Effective share in date (25%) Centurion Mall Willowbridge Bellville Retail % 114 ^ Effective Lifestyle Centre date 90% undivided Greenstone Retail % September share in Park 2008 (90%) Stoneridge Modderfontein The Mall Offices Rosebank Offices % 106 Included with January Johannesburg The Mall 2003 Lakefield Office Pretoria Office % 126 ^ Effective Park date Glenfield Office Pretoria Office % 155 ^ Effective Park date Southern Sun Hyde Park Hotel % n/a September 132 Hyde Park Johannesburg 2009 rooms Somerset Value Somerset Retail % 96 ^ Effective Mart date 20% indirect George Retail % Effective share in Garden date Route Mall Southcoast Mall Shelley Beach Retail % November (50%) The Grace Rosebank Hotel % n/a May 73 Johannesburg 2003 rooms 70% undivided Rosebank Offices % July share in Johannesburg 2009 (70%) Rosebank Gardens Cradock Heights Rosebank Offices % June Johannesburg 2009 Glenwood Office Pretoria Office % 126 ^ Effective Park date 2010 Valuation (R) Lettable area m 2 Projected net property income (R) Total combined portfolio billion billion 14

17 The Attfund Retail portfolio was valued by an external valuer Peter Parfitt of Quadrant Properties (Proprietary) Limited as at 31 December The summary valuation report is set out in Annexure 2 to the Hyprop Category 1 circular. The Hyprop property portfolio was valued by an external valuer Old Mutual Investment Group: Property Investments (Proprietary) Limited as at 31 December s Includes office component. # The 75.15% undivided share in The Glen was acquired on the following dates: 33.33% in December 2001; 16.77% in September 2002; and 25.05% in October ^ Other than Garden Route Mall the Attfund Retail properties acquired were not valued individually. 6. VALUATION REPORTS Independent valuation reports have been prepared in respect of each of the Hyprop and Attfund Retail properties. A summary of the valuation reports in respect of the Attfund Retail properties has been included in the Hyprop Category 1 circular. The aggregate value of the Attfund Retail properties as per the valuations of the independent valuers is R and includes 100% of Garden Route Mall. The consideration payable by Hyprop for the Attfund Retail shares was based on Attfund Retail s projected forecast income and not on the underlying value of the properties forming part of the Attfund Retail property portfolio. 7. THE LISTED SECURITIES PORTFOLIO In addition to its Hyprop combined property portfolio of direct properties Hyprop will, after the implementation of the offer, own the following listed securities, all of which are in the Real Estate Sector: Listed securities Number owned % owned Acucap Sycom

18 FINANCIAL INFORMATION 8. PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME OF HYPROP Set out in Annexure 4 are the unaudited pro forma statement of financial position and statement of comprehensive income of Hyprop, after the transaction and the possible specific repurchase, based on the audited statement of financial position and statement of comprehensive income of Hyprop as at 31 December 2010 and the statement of financial position of Attfund Retail as at 30 June The independent reporting accountants limited assurance report on the unaudited pro forma financial effects is set out in Annexure 5. The unaudited pro forma statement of financial position and statement of comprehensive income are the responsibility of the directors of Hyprop. The unaudited pro forma statement of financial position and statement of comprehensive income have been prepared for illustrative purposes only, to provide information on how the transactions and the specific repurchase may have impacted on the historical results and financial position of the company. Because of their nature, the unaudited pro forma statement of financial position and statement of comprehensive income may not fairly present Hyprop s financial position after implementation of the transactions and possible specific repurchase. Financial effects Set out below are the pro forma financial effects of the transactions and the possible specific repurchase on Hyprop s net asset value and net tangible asset value per combined unit before and after the implementation of the transactions and the specific repurchase. The financial effects have been prepared on the following scenario: Hyprop repurchase all 30 million of the placement units at a price of R54.00 per combined unit. Before After % After specific % transactions transactions Change repurchase Change NAV per combined unit (excluding deferred tax) (R) NTAV per combined unit (excluding deferred tax) (R) (3.6) Earnings per combined unit (cents) (15.3) Headline earnings per combined unit (cents) (35.1) (10.0) 9. HISTORICAL FINANCIAL INFORMATION OF HYPROP Hyprop s audited historical financial information for the years ended 31 December 2010, 2009 and 2008 is attached as Annexure 6 to these revised listing particulars. The information contained in Annexure 6 is the responsibility of the directors of Hyprop. 10. PROFIT FORECAST FOR ATTFUND RETAIL Details of Attfund Retail s profit forecasts for the years ending 31 December 2011 and 2012 are show in paragraph 14 of Hyprop s Category 1 circular. 16

19 GENERAL INFORMATION 11. ADVISORS INTERESTS There are no securities, options on securities or arrangements in terms of which securities will be acquired or are held by the independent reporting accountants, sponsor, corporate advisor and legal advisor, referred to in these revised listing particulars. 12. DIVIDENDS Hyprop has not declared any dividends in the past five years. There are no arrangements under which future dividends are waived or agreed to be waived. All unclaimed dividends or other payments may be invested or otherwise made use of by the directors for the benefit of the company. 13. MATERIAL CHANGES 13.1 There have been no material changes in the financial or trading positions of Hyprop since Hyprop published its results for the year ended 31 December Attfund Retail is a newly incorporated entity established to facilitate the merger of the Attfund Retail assets. There has been no change in the financial or trading position of Attfund Retail and other than as a result of the distribution and the offer there has been no change in the controlling shareholders of Attfund Retail since incorporation. 14. MATERIAL CONTRACTS 14.1 Other than the agreements governing the transactions, details of which are set out in Annexure 11, Hyprop has not entered into any material contracts that are not in the normal course of business in the two years prior to the date of these revised listing particulars and has not entered into any contracts containing an obligation or settlement that is material to Hyprop at the date of these revised listing particulars and which remains outstanding Other than the Attfund agreement, the Parkdev agreement, the Siyathenga/MCD agreement, the Garden Route Mall agreement and the Word 4 Word agreement, further details of which are disclosed in Annexure 11, Attfund Retail has not entered into any significant contracts that are not in the normal course of business in the two years prior to the date of these revised listing particulars and they have not entered into any contracts containing an obligation or settlement that is material to Attfund Retail at the date of these revised listing particulars and which remains outstanding. 15. ACQUISITIONS 15.1 Set out in Annexure 11 are details of immovable properties and/or fixed assets and or securities and/or business undertakings which have been acquired within the past three years or are in the process of being or are proposed to be acquired by the company (or which the company has an option to acquire) The names and addresses of the vendors in respect of the offer and the consideration to be received by each of them is detailed in Annexure DISPOSALS No material immovable properties and/or fixed assets and/or securities and/or business undertakings have been disposed of in the three years preceding these revised listing particulars, or are to be disposed of within the first six months after the last practicable date of these revised listing particulars. 17. COMBINED UNIT PRICES AND TRADING HISTORIES The prices and trading history of Hyprop combined units is set out in Annexure 9 to these revised listing particulars. 17

20 18. SHARE CAPITAL, OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SECURITIES 18.1 The authorised and issued share capital and agreed to be issued share capital of Hyprop is set out in Annexure No option or preferential right of any kind was or is proposed to be given to any person to subscribe for securities in Hyprop Details relating to Hyprop s phantom share scheme are set out in Annexure There were no issues or repurchases of Hyprop combined units for the financial year ended 31 December 2010 nor in the previous three years preceding the date of these revised listing particulars. 19. AMOUNTS PAID OR PAYABLE TO PROMOTER AND COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING 19.1 Other than as disclosed in 19.3 below, no amounts have been paid or accrued as payable within the preceding three years, or proposed to be paid to any promoter Other than as disclosed in 19.3 below, no amount was paid, or accrued as payable within the preceding three years as commission to any person, including commission so paid or payable to any sub underwriter Upon implementation of the offer the Attfund Retail shareholders will pay a R130 million (inclusive of VAT) transaction fee to Redefine. The fee will be settled out of the cash portion of the consideration. The payment of the fee by the Attfund Retail shareholders will be subject to approval of an independent majority of Hyprop unitholders, failing which no fee shall be payable to Redefine. 20. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES 20.1 Hyprop does not have any material lease payments payable and other than as set out in note 13 of Annexure 6, it does not have any material commitments or contingent liabilities Attfund Retail does not have any material lease payments payable and other than as set out in Annexure 14, nor does it have any material commitments or contingent liabilities. 21. MATERIAL LOANS AND BORROWINGS Details regarding the material loans advanced to and advanced by Hyprop and Attfund Retail and the details and terms of all material inter-company financial and other transactions are set out in Annexure 6 and Annexure GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW There is no Government protection or any investment encouragement law pertaining to any of the business operations of Hyprop or Attfund Retail. 23. PRELIMINARY EXPENSES AND ISSUE EXPENSES The preliminary costs of the offer incurred by the company are set out below: Costs R 000 Corporate adviser, legal adviser and sponsor fees payable to Java Capital (Proprietary) Limited Press announcements 100 Printing costs payable to Ince (Proprietary) Limited 150 Competition Commission merger filing fee 400 Legal fees payable to Vani Chetty Competition Law (Proprietary) Limited 750 Reporting accountants fees payable to Grant Thornton 200 Transaction advisory fees payable to Grant Thornton 400 Review fees payable to Grant Thornton 115 Independent property valuers 75 JSE Listing fees 59 JSE Category 1 and revised listing particulars documentation inspection fee 74 Fees payable to Senior Counsel 85 SRP fees 175 Total costs

21 The preliminary costs of the offer incurred by Attfund Retail are set out below: Costs R 000 Legal fees payable to Edward Nathan Sonnenbergs Total costs All amounts are stated exclusive of VAT. Hyprop has not incurred any preliminary expenses within the three years preceding the date of these revised listing particulars. 24. EXCHANGE CONTROL GUIDELINES 24.1 The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt in regard hereto, please consult your professional advisor In terms of the South African Exchange Control Regulations: a former resident of the common monetary area who has emigrated, may use emigrant blocked Rand to subscribe for Hyprop combined units; all payments in respect of subscriptions for Hyprop combined units by an emigrant, using emigrant blocked Rand, must be made through the authorised dealer in foreign exchange administering such blocked Rand; Hyprop combined units issued in certificated form pursuant to blocked Rand applications will be endorsed non-resident and will be placed under the control of the authorised dealer through whom payment is made; and if applicable, refund monies payable in respect of unsuccessful applications or partly successful applications, as the case may be, for Hyprop combined units originating from emigrant blocked Rand accounts, will be returned in terms of the applicable Exchange Control Regulations to the authorised dealer in foreign exchange administering such blocked Rand accounts, for the credit of such applicant s blocked Rand accounts Hyprop combined unitholders outside the common monetary area should: note that share certificates will be endorsed non-resident in terms of the Exchange Control Regulations; and seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable a subscription for combined units. 25. LITIGATION STATEMENT 25.1 There are no material legal or arbitration proceedings against Hyprop nor, as far as the directors are aware, are there any legal or arbitration proceedings pending or threatened against Hyprop, that may have had, in the 12 months preceding the date of these revised listing particulars, a material effect on the financial position of Hyprop. Hyprop is only involved in legal matters in the normal course of business (for example claiming moneys due to the company) Other than the Western Cape Province dispute there are no material legal or arbitration proceedings against Attfund Retail nor, as far as the directors are aware, are there any legal or arbitration proceedings pending or threatened against Attfund Retail, that may have had, in the 12 months preceding the date of these revised listing particulars, a material effect on the financial position of Attfund Retail. Attfund Retail is only involved in legal matters in the normal course of business (for example claiming moneys due to the company). 26. ADEQUACY OF CAPITAL The directors of the company are of the opinion that, after the offer, the issued share capital and working capital of Hyprop will be adequate for its requirements for at least the next 12 months. 27. CORPORATE GOVERNANCE Hyprop s corporate governance report is set out in Annexure