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Cleary Park Acquisition
ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000203105
JSE share code: AWB ISIN: ZAE000203113
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)
CLEARY PARK ACQUISITION
1. Introduction and rationale
Shareholders are advised that Arrowhead has, subject to certain conditions precedent, concluded an agreement
(“the agreement”) with Redefine Properties Limited (“the seller”) for the acquisition of the rental enterprise
conducted in respect of and including the property known as Cleary Park (“the property” or “Cleary Park”),
further details of which are set out below (“the acquisition”).
The acquisition is quality and yield enhancing for Arrowhead and is in line with its strategy of only making
distribution enhancing acquisitions.
2. Details of the property
Details of the property, including the geographical location, sector, gross lettable area (“GLA”), weighted
average rental per square metre, the purchase consideration and estimated net income attributed to the property,
are as follows:
Estimated net
income
Weighted 1 February 2016
average rental Purchase to
Property Geographical GLA per m2 consideration 31 January 2017)
name location Sector (m2) (R/m2) (R) (R)
Cleary Park Eastern Cape Retail/Office 36 300 170 460 000 000 41 400 000
The board of directors of Arrowhead are satisfied that the aggregate value attributed to the property is in line
with the purchase consideration payable. The directors are not independent and are not registered as
professional valuers or as professional associate valuers in terms of the Property Valuers Profession Act, No 47
of 2000.
3. Terms of the acquisition and conditions precedent
3.1. The effective date of the acquisition is the first business day of the month following the month in which
the fulfilment or waiver, as the case may be, of the conditions precedent set out in paragraph 3.6 below
(“the effective date”) took place.
3.2. The purchase consideration payable by Arrowhead to the seller in consideration for the property is an
amount of R460 000 000 (“purchase consideration”).
3.3. The aggregate purchase consideration will be paid on the effective date as follows:
3.3.1. 50% of the purchase consideration will be payable by way of cash; and
3.3.2. 50% of the purchase consideration will be payable by way of the allotment and issue of
12 150 000 Arrowhead A shares and 12 150 000 Arrowhead B shares to the seller
(collectively, “Arrowhead shares”).
3.4. Arrowhead undertakes not to effect any special distributions or capital reductions (including any
unbundling of any of its assets to its shareholders) or sub-divisions of its securities or any capital
restructure, and in either case having an implementation or record date before the effective date, unless
Arrowhead and the seller have agreed to an appropriate amendment to the purchase consideration.
Arrowhead further undertakes to effect any payment of dividends in accordance with past practice and
in accordance with the applicable JSE timetables.
3.5. Arrowhead and the seller have agreed that the seller will be entitled to receive dividends on Arrowhead
shares during the dividend period during which the effective date occurs equal to that portion of the
dividend payable in respect of the period from the effective date up to and including the last day of the
specified dividend period.
3.6. The agreement is subject to the fulfilment or waiver, as the case may be, of the following conditions
precedent:
3.6.1. Arrowhead adopting and providing the seller with the resolutions required for the
implementation of the acquisition;
3.6.2. the seller providing Arrowhead with written notice of the securing of the approval of the
seller’s investment committee to the conclusion and implementation of the agreement;
3.6.3. Arrowhead providing the seller with written notice of the securing of the approval of
Arrowhead’s investment committee to the conclusion and implementation of the
agreement;
3.6.4. The Department of Public Works of the Government of the Republic of South Africa
providing the seller with confirmation that they are not exercising their right of first
refusal in relation to the property or in relation to any rights thereto and pursuant to any
clause contained in the lease agreement;
3.6.5. Arrowhead providing the seller with the resolutions required to approve the issue of the
Arrowhead shares and any other such resolutions as may be required under Arrowhead’s
memorandum of incorporation;
3.6.6. Arrowhead and the seller obtaining all JSE and other regulatory approvals as may be
required for the implementation of the acquisition; and
3.6.7. the Competition Authorities unconditionally approving the acquisition in terms of the
Competition Act, 89 of 1989.
3.7. The agreement provides for warranties and indemnities that are normal for an acquisition of this nature.
4. Categorisation
The acquisition is a category 2 transaction in terms of the JSE Listings Requirements and accordingly does not
require approval by shareholders.
2 October 2015
Sponsor
Java Capital
Date: 02/10/2015 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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