NVEST FINANCIAL HOLDINGS LIMITED - Acquisition of NFB House

Acquisition of NFB House

NVEST FINANCIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015990/06)
(“NVest” or “the group”)
ISIN Code: ZAE000199865 JSE Code: NVE


ANNOUNCEMENT RELATING TO THE ACQUISITION OF NFB HOUSE BY NVEST PROPERTIES LIMITED


1.   Background
     NVest shareholders are advised that the Trustees of NFB House Trust (“the Trust”), a South
     African Trust with registration number IT1538/97, have sold an asset of the Trust, being NFB
     House, to NVest Properties Limited, a 96% owned subsidiary of NVest for a total
     consideration of R14 000 000 (fourteen million rand) only (“the Acquisition”).

2.   Description of NFB House
     NFB House is a property situated at 42 Beach Road, Nahoon, East London, and it is the
     place of business of NVest and several of its subsidiaries.

3.   Effective Date
     The effective date for the Acquisition will be the date of the transfer of the property and
     will be made against transfer.

4.   Rationale for the Acquisition
     Rationale for the purchase by NVest Properties Limited is in terms of a wider strategy of
     the NVest group to, where practical and reasonable, endeavour to own and be in
     control of the properties from which NVest and/or its subsidiaries operate from.

5.   Conditions precedent
     The acquisition is subject to:
     5.1   a due diligence investigation by NVest Properties and NVest Properties is required
           to submit written notice of the outcome of such due diligence to the Trust by
           10 September 2015. In the event of NVest Properties notifying the Trust that the
           due diligence was not to its satisfaction, the agreement related to the acquisition
           shall be of no further force and effect and neither party shall any claim against
           the other; and
     5.2   NVest Properties obtaining approval in principle for Mortgage Bond Finance for a
           minimum of R7 000 000 (seven million rand) within 21 (twenty one) days of
           completion of the due diligence investigation and outcome notification.
 6.   Property Specific Information
      Property specific information is detailed below:

      Property Name       Address                    Location                                Sector
      NFB House           42 Beach Road,             East London                    Office premises
                          Nahoon

      Rentable Area                Weighted Average              Tenant Profile
                                   Rental Per M2
      953m² plus 25 parking        R145.95                       NVest and its subsidiaries
      bays

 7.   Classification of the transaction
      Mr Anthony Godwin, the Chief Executive Officer of NVest, is a Trustee and a beneficiary
      of the Trust with a 45% vested beneficial interest, and is considered to be a related party
      in terms of the JSE Listings Requirements. However, in terms of paragraph 21.11(a) of the
      JSE Listings Requirements, the transaction does not meet the requirements of a related
      party transaction, as defined, given the percentage ratio of the consideration to current
      market capitalisation, so a fairness opinion and shareholder approval is not required. Mr
      Godwin was precluded from voting on the acquisition by the NVest Board.

 8.   Financial Information
      The company has calculated an estimated value of NFB House at approximately R14
      million, being the purchase consideration.

      The net yield of property acquired is 9.21%, with contractual net rental income in
      aggregate of R1 289 967 used to arrive at the calculated yield.

4 September 2015
East London

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 04/09/2015 11:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.