SYCOM PROPERTY FUND - Small related party transaction

Small related party transaction

 Sycom Property Fund
 A Collective Investment Scheme in Property
 Registered in terms of the Collective Investment Schemes
 Control Act, No. 45 of 2002
 Managed by Sycom Property Fund Managers Limited (“SPFM”)
 Registration number 1986/002756/06
 Share code: SYC ISIN: ZAE000019303
 (Approved as a REIT by the JSE)
 (“Sycom”)

SMALL RELATED PARTY TRANSACTION

1. Introduction and salient terms
   1.1. Holders of participatory interests in Sycom (“Unitholders”) are hereby advised that Sycom
        has entered into an agreement with Changing Tides 91 Proprietary Limited (“the
        Purchaser”) in terms of which Sycom will dispose of an 11.195% undivided share in Vaal
        Mall (“the Sale Interest”) to the Purchaser for a total cash consideration of R171 782 890
        (“the Disposal”).
   1.2. In addition, the Purchaser shall reimburse Sycom for an amount of R16 382 433 in respect
        of pro-rata development costs incurred to 31 October 2015 that are attributable to the Sale
        Interest.
   1.3. Sycom currently holds a 77.86% undivided share in Vaal Mall, and the Purchaser holds
        the balance of 22.14%.
   1.4. Following implementation of the Disposal, Sycom will hold a 66.67% undivided share in
        Vaal Mall, with the Purchaser holding the balance of 33.33%.


2. Rationale for the Disposal
   Changing Tides was desirous of increasing its holding in Vaal Mall, and as Vaal Mall is
   undergoing a significant re-development which is expected to be completed at the end of 2016,
   the co-owners viewed this as an opportune time to conclude the Disposal.


3. Application of the sale proceeds
   The proceeds from the Disposal will be used primarily to fund Sycom’s pro-rata share of the
   capital expenditure in respect of the re-development of Vaal Mall.


4. Description of the property
   In compliance with section 13 of the JSE Listings Requirements, the specific property
   information in respect of Vaal Mall is set out below:

   4.1. Location: Cnr Rossini and Barrage Road, Vanderbijlpark, Vaal Triangle.

   4.2. Rentable area attributable to the Sale Interest: 5 479m2.

   4.3. Weighted average rental per square metre: R144.83.

5. Carrying value of, and profits attributable to, the Sale Interest
   The value of the net assets that are the subject of the Disposal as at 30 June 2015 was
   R166 785 000. The profit after tax attributable to the Sale Interest for the 15 months ended 30
   June 2015 was R12 539 000.


6. Conditions precedent and effective date
   6.1. The effective date of the Disposal shall be the date of registration and transfer of the Sale
        Interest in the name of the Purchaser which is expected to be on or about 1 April 2016.
   6.2. The Disposal is not subject to any conditions precedent.

7. Small related party transaction
   7.1. Mr. Pat Flanagan, who was, prior to his resignation on the 4th of September 2015, a
        director of SPFM, holds 50% of the shares in the Purchaser.
   7.2. Applying the JSE Listings Requirements, the Disposal constitutes a small related party
        transaction.
   7.3. An independent valuation was performed by Peter Parfitt of Quadrant Properties (Pty) Ltd
        (“the Independent Valuer”), who is an independent registered valuer as defined in section
        13 of the JSE Listings Requirements, where the value attributed to Vaal Mall at
        30 November 2015 was R1 530 000 000, resulting in a value attributable to the Sale
        Interest of R171 283 500 (being 11.195% of R1 530 000 000).
   7.4. As the purchase consideration is greater than the independent valuation, the board of
        directors of SPFM is of the opinion that the terms and conditions of the Disposal are fair
        to Unitholders.
   7.5. The JSE has been provided with a summary of the sworn valuation by the Independent
        Valuer. The full valuation report is available for inspection at SPFM’s registered office
        during normal business hours for a period of 28 days from the date of this announcement.

Cape Town
4 December 2015

Sponsor and corporate advisor
Questco

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