SA Corporate Real Estate Limited (JSE:SAC) made an expression of interest to acquire Dipula Income Fund Limited on May 31, 2019. Under the terms of the deal, Dipula Income Fund Limited proposes a 100% share-for-share transaction using a combination of its Class A and Class B shares. The share consideration will be based on a switch ratio to be determined on a relative income for income basis and based on the sustainable 12 months distributable income per share of Dipula Income Fund Limited and SA Corporate Real Estate Limited to be measured with effect from an agreed effective date. The switch ratio equates to 0.185 Class A shares and 0.242 Class B shares of Dipula Income Fund Limited for every 1 share of SA Corporate Real Estate Limited, which is equal to a combined switch ratio of 0.427 shares of Dipula Income Fund Limited for every 1 share SA Corporate Real Estate Limited. Based on the switch ratio, SA Corporate Real Estate Limited's shareholders will receive a total of 469.5 million Class A shares and 613.2 million Class B shares of Dipula Income Fund Limited, with a resultant ownership by SA Corporate Real Estate Limited of 64% of Class A shares and 70% of Class B shares of Dipula Income Fund Limited. On a combined basis, SA Corporate Real Estate Limited's shareholders will own 67% of the merged entity post the proposed transaction. As on June 18, 2019, a follow up was done on the deal and July 19, 2019, a non binding offer was made for the deal.

The merged entity will be firmly positioned as a JSE-listed mid cap REIT. A submission of a firm intention offer would be conditional upon and would require that the scheme be proposed by Board of SA Corporate Real Estate Limited to its shareholders following the approval of the proposed transaction by the independent Board of SA Corporate Real Estate Limited, completion of a reciprocal due diligence by both Dipula Income Fund Limited and SA Corporate Real Estate Limited and confirming the sustainable income, which will impact the switch ratio, an indication from independent experts that the proposed share consideration and offer price would be considered fair and reasonable, Dipula Income Fund Limited and SA Corporate Real Estate Limited reaching agreement on the operational matters to take effect upon implementation of the proposed transaction with respect to the employment status, position and remuneration of SA Corporate Real Estate Limited's employees and the constitution of Dipula Income Fund Limited's Board of Directors following the implementation of the proposed transaction. Tenurey BSM Proprietary Limited acted as financial advisor and Werksmans Attorneys Incorporating Jan S. de Villiers acted as legal advisor to Dipula Income Fund Limited.

SA Corporate Real Estate Limited (JSE:SAC) cancelled the acquisition of Dipula Income Fund Limited on August 5, 2019. The SA Corporate Board has considered the Non Binding Expression of Interest and has determined that it is not in the best interests of the SA Corporate nor its shareholders to pursue the implementation of any of the proposals contained in the Non Binding Expression of Interest. Accordingly, the announcement is withdrawn and shareholders are no longer required to exercise caution when dealing with the SA Corporate's securities. Mr Rory Mackey as Managing Director of the SA Corporate will continue in his capacity as Managing Director of the SA Corporate for one year, extendable by mutual agreement.