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Acquisition of a portfolio of commercial properties from Redefine Properties Limited and withdrawal of cautionary
Trematon Capital Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1997/008691/06
Share code: TMT
ISIN: ZAE000013991
("Trematon" or "the company")
ACQUISITION OF A PORTFOLIO OF COMMERCIAL PROPERTIES FROM REDEFINE
PROPERTIES LIMITED (“REDEFINE”) AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Trematon shareholders (“shareholders”) are advised that Trematon, via Arbitrage
Property Fund Proprietary Limited (“Arbitrage”), its 67% held subsidiary, has on 30
March 2015 (“signature date”) entered into an agreement (“the acquisition agreement”)
in terms of which it will, subject to fulfilment or waiver, as the case may be, of
certain conditions precedent, acquire a portfolio of three commercial properties (“the
properties”), the rental enterprises conducted thereon and the enterprise assets
related thereto (“the rental enterprises”), as a going concern (collectively “the
portfolio”) as one single indivisible transaction, from Redefine for an aggregate
purchase price of R203 186 000 (“the acquisition”).
2. Details of the portfolio
The portfolio consists of the properties detailed below and the rental enterprises. In
terms of the acquisition agreement the properties will be acquired on a voetstoots
basis and the enterprises conducted thereon will be acquired subject to the rights of
the tenants of the properties.
Building Property Description Purchase
Consideration and
Value of Assets
Rand
1. Redefine Boulevard Erf 18782 George 81 074 000
2. Stanhope Bridge Erf 169815 Cape Town at 88 367 000
Claremont
3. Devonshire Parking Garage Remaining Extent of 33 745 000
Portion 4 of Erf 10655
Durban;
Portion 5 of Erf 10655
Durban;
Portion 6 of Erf 10655
Durban;
Portion 6 of Erf 10654
Durban;
2
Portion 10 of Erf 10654
Durban;
Remaining Extent of
Portion 4 of Erf 10654
Durban; and
Erf 10660 Durban
Total 203 186 000
Note:
The historical profits before finance costs attributable to the assets purchased was
R18.8 million giving a historical yield of 9.26%.
3. Rationale for the acquisition
The company identified the acquisition as an appropriate investment in terms of the
strategy of the Trematon group, which is to grow its portfolio of long term investment
properties through the acquisition of well-located properties where the company can
add value by unlocking the full commercial potential of the asset.
4. Terms of the acquisition
4.1 The vendor
The vendor of the portfolio is Redefine. Redefine is not a related party in terms of the
Listings Requirements of the JSE Limited (“JSE”).
4.2 Purchase consideration
Arbitrage has acquired the portfolio for an aggregate purchase price of R203 186 000
payable as set out in paragraph 2 above in cash (“the purchase price”) on the date of
transfer of each of the three properties and will be funded by Arbitrage by a
combination of cash and borrowings.
In the event that transfer of the properties has not been effected by 1 June 2015, the
purchase price shall be subject to escalation by 0.65% per month, compounded
monthly in arrear, calculated from 1 June 2015 up to and including the date of transfer.
4.3 Conditions precedent
The acquisition is the subject to the fulfilment or waiver, as the case may be, of inter
alia the following conditions precedent:
4.3.1 the completion by Arbitrage (or its duly authorised representative) of a due
diligence investigation at its own cost;
4.3.2 the provision of written proof of finance approval in respect of the purchase
price by Arbitrage;
4.3.3 the provision of written notice of the approval of the conclusion and
implementation of the acquisition agreement by Redefine’s investment
committee;
3
4.3.4 approval of the acquisition by Redefine’s board of directors; and
4.3.5 Competition Commission approval of the acquisition, to the extent required,
within 90 days of the signature date, or such later date as agreed to between
the parties in writing.
5 Effective date
The effective date of the acquisition is the first business day after fulfilment or
waiver (as the case may be) of the last of the conditions precedent (and is expected
to be on or about 1 August 2015.)
6 Categorisation
This announcement is published in terms of the JSE Listings Requirements as the
acquisition constitutes a category 2 transaction for the company.
7 Withdrawal of cautionary announcement
Having regard to the information contained in this announcement caution is no longer
required to be exercised by shareholders when dealing in their securities.
31 March 2015
Cape Town
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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