This is despite the contention by rival Marriot Property Fund managers that Hyprop's inability to secure a majority stake in SA Retail would cause unitholders to vote against its bid.

Marriot is a major shareholder in SA Retail.

Announcing the approval, Hyprop managing director Pieter Prinsloo said unitholder confidence was based on the knowledge that a stake in SA Retail would be earnings-enhancing for Hyprop.

"Should Hyprop secure a significant stake in SA Retail it will add strategic value to the fund, as it did when effectively blocking the unfavourable proposed deal between SA Retail and Martprop Property Fund (MTP)," he noted.

He allayed concerns that a situation in which Hyprop owned a non-majority stake in SA Retail might prejudice Hyprop unitholders, while remaining upbeat about Hyprop's prospects.

"A significant strategic stake is the initial step to achieving a stronghold in SA Retail," said Prinsloo. "SA Retail unitholders who were negative towards Hyprop's bid may reconsider the benefits of our offer in light of our unitholder support, and accept our offer in due course."

He also dismissed the concern raised previously of a double-fee management structure should Hyprop's bid succeed.

"There will be no double-fee structure," he confirmed.

Prinsloo said Hyprop would apply its proven expertise in asset management to optimise returns on the SA Retail portfolio, as it had successfully done to date in its own portfolio.  In June 2005, Hyprop announced an 18% hike in distributions to 91 cents for the six months to June 2005, reflecting the results of the latest independent IPD Index that ranked Hyprop as number one over a one-, three-, five- and seven-year period for the best total return on direct property investment.

Hyprop's offer to SA Retail unitholders remains subject only to Competition Commission approval. The company is set to release interim results to June 2005 in August.