DELTA PROPERTY FUND LIMITED - Supplementary announcement: Disposal of property

Supplementary announcement: Disposal of property

DELTA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
JSE share code: DLT
ISIN: ZAE000194049
(Approved as a REIT by the JSE)
("Delta" or the “Company”)

SUPPLEMENTARY ANNOUNCEMENT: DISPOSAL OF PROPERTY

Delta shareholders are referred to the announcement released by the Company on 13 April 2023 (“the
Initial Announcement”) advising that Delta had entered into an offer to purchase (“OTP”) with Enkai
Investments Holdings (Pty) Limited (“Enkai” or the “Purchaser”) to dispose of a property, including the
letting enterprise, situated at 127 Peter Mokaba Avenue, Potchefstroom Central (the “Property”) (the
“Disposal”).

Delta is pleased to advise that following conclusion of the OTP, the Company has now entered into a
sale of letting enterprise agreement (the “Agreement”) and the following changes have occurred
between the OTP and the Agreement:

1.         Following the outcome of the Purchasers Due Diligence undertaking and subsequent
           negotiations, the consideration for the Disposal has decreased from R21 000 000 to
           R20 500 000 (inclusive of VAT at 0%) (“Enkai Consideration”), payable in cash on the transfer
           date, which is now anticipated to be January 2024. The Enkai Consideration will be settled as
           follows:

      1.1        a non-refundable deposit of R600 000 or 1% of the Enkai Consideration, whichever is the
                 greater amount, to be paid in cash to Delta’s conveyancers within 10 business days of
                 the signature date of the Agreement (“Signature Date”), to be held in trust pending
                 transfer of the Property, with interest to accrue for the benefit of the Purchaser. On
                 transfer, Delta’s conveyancers shall account to Delta for the deposit and to the Purchaser
                 for any interest which has accrued; and

      1.2        the balance of the Enkai Consideration shall be secured by the Purchaser, within 30 days
                 of fulfilment of the conditions precedent set out in paragraph 2 below, by delivering to
                 Delta or Delta’s conveyancers’ bank, guarantees acceptable to Delta and in such amounts
                 and in favour of such parties as required by Delta’s conveyancers, which guarantees shall
                 be expressed to be payable on registration of transfer of the Property to the Purchaser.
                 Alternatively, the Purchaser shall be entitled to pay such amount to Delta’s
                 conveyancers.

2.         As per the initial announcement, the value of the Property as at February 2023 is R20 000 000.
           The Disposal is subject to the following conditions precedent (or waiver, as the case may be):

     2.1       within 5 days after the Signature Date, the Purchaser obtains equity and/ or debt funding
               sufficient for its requirements regarding the Property, upon terms and conditions
               acceptable to it, proof of which shall be furnished by the Purchaser to the Company in
               writing (in a manner acceptable to the Company) for the purposes of the fulfilment of this
               condition precedent. Such equity and/or debt funding may not be conditional on the
               conclusion of the Agreement or any aspect thereof, and the commitment to provide such
               funding must be legally binding upon the provider of such debt and/ or equity funding;

     2.2       within 60 business days after the Signature Date (where applicable), Delta having followed
               due process with regards to the notification of the Disposal to those tenants under leases
               which have the option, right of first refusal and/or right of pre-emption (“Right of First
               Refusal”) to acquire the Property and each such tenant having waived and/or failed to
               exercise its Right of First Refusal within the time period provided for in the relevant lease;
               and

    2.3        within 120 days after the Signature Date, to the extent necessary, any written approval
               required from the Competition Authorities having been obtained in respect of the
               implementation of the Disposal, in terms of the Competition Act, No 89 of 1998 (as
               amended), evidenced by the issue of a merger clearance certificate.

Save as disclosed above, there have been no other significant changes or new matters that have arisen
since the publication of the Initial Announcement.

Johannesburg
06 October 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 06-10-2023 12:45:00
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