Marriott warned that if Hyprop succeeded in laying its hands on a big chunk of SA Retail, Hyprop’s unitholders would see a drop in income growth of 2,5%-4% a year.

Hyprop, which launched its hostile bid for SA Retail a few weeks ago, is offering R8 in cash for every SA Retail unit, or one Hyprop unit for every 2,7 SA Retail units.

Marriott said previously that although Hyprop intended to gain 100% of SA Retail’s units, 15% of SA Retail unitholders had already said they would not accept the offer.

It said SA Retail would remain listed and Marriott would still be contracted to manage the fund over the next two-and-a-half years, at annual fees of 0,35% of the value of SA Retail’s portfolio. Hyprop’s management company, which manages Hyprop Investments, would have to be paid fees of 0,5% a year as well.

Marriott CEO Simon Pearse said yesterday that the double fees would mean a fall in distributions.

He said SA Retail unitholders who take Hyprop units would also be "prejudiced" as their distributions would be deferred for at least three months because of the time difference between the distribution of Hyprop and SA Retail.

But Hyprop MD Pieter Prinsloo said Hyprop’s management company would ensure there was a "fair and reasonable" fee structure.

He said although there was a later distribution because of the difference in times between SA Retail’s and Hyprop’s financial years, Hyprop had taken this into account in its R8 offer and the swap ratio.

"SA Retail unitholders will get a good price upfront for their units, which compensates for the three-month delay in distribution."

Angelique de Rauville, MD of management company Provest, said a three-month delay in distributions was not "onerous" in a merger situation. She said Hyprop’s cash-flow management was effective and the delay should not have a long-term negative effect.