Wrap Text
Sale of property rental enterprise to Dulu Holdings Proprietary Limited
Tradehold Limited
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: TDH ISIN: ZAE000152658
("Tradehold" or "the Company")
SALE OF PROPERTY RENTAL ENTERPRISE TO DULU HOLDINGS PROPRIETARY LIMITED
1. INTRODUCTION
Shareholders are advised that on 16 September 2022, Imbali Props 21 Proprietary Limited (“Imbali” or
“the Seller”) (a subsidiary of Tradehold), concluded an agreement (“the Agreement”) with Dulu
Holdings Proprietary Limited (“Dulu Holdings” or “the Purchaser”) to dispose of a property rental
enterprise conducted in relation to a property (“the Property”) (“the Property Rental Enterprise”) (“the
Disposal”), details of which are contained in paragraph 7 below.
Dulu Holdings, a Black Economic Empowerment property investment company that is not a related
party to Tradehold, will acquire the Property Rental Enterprise from Imbali on a going concern basis.
After the implementation of the Disposal, Dulu Holdings will also become the registered owner of the
Property.
The Property is tenanted by Nampak Products Limited (“Nampak”) and is subject to a 15-year lease
agreement that was entered into between Imbali and Nampak on 28 June 2016
A separate lease agreement, which is yet to be entered into between Nampak and Imbali in relation to
the Property (“the Standalone Lease Agreement”), will form part of the Property Rental Enterprise
and the Seller will cede its rights and delegate its obligations under the Standalone Lease Agreement
to the Purchaser, as part of the Disposal.
2. RATIONALE FOR THE DISPOSAL
The Seller’s business operations include property development and letting.
The primary reason for the Seller disposing of the Property Rental Enterprise is to reduce concentration
risk and recycle capital for offshore investment. Imbali will retain ownership of a high quality portfolio of
industrial properties tenanted by Nampak from which consistent rental income is derived.
3. DISPOSAL CONSIDERATION
The aggregate consideration in respect of the Disposal is R210,550,000 (“the Disposal
Consideration”), which will be utilised partly to reduce gearing and partly for reinvestment in offshore
opportunities.
The Disposal Consideration shall be payable, in cash, upon the registration of transfer of the Property
into the name of Dulu Holdings.
4. CONDITIONS PRECEDENT
The Disposal is subject to the satisfaction of the following conditions precedent:
- by 30 September 2022, the Purchaser shall:
- notify the Seller, in writing, that Dulu Holdings is satisfied with the results of its due diligence
investigation into the Property Rental Enterprise and the draft terms of the Standalone
Lease Agreement;
- notify the Seller, in writing, that the Purchaser has raised sufficient bank funding to
purchase the Property Rental Enterprise and will deliver to the Seller written confirmation
from its bankers of such funding approval; and
- deliver to the Seller a copy of a resolution passed by the Purchaser’s board of directors
approving the terms of the Agreement;
- by 30 November 2022, the Seller shall notify the Purchaser, in writing that;
- Nampak has waived its right of first refusal to purchase the Property; and
- Nedbank Limited has consented to the sale of the Property Rental Enterprise;
- by 28 February 2023,:
- the Disposal shall be approved by the relevant competition authority (in terms of the
Competition Act (No. 89 of 1998)), either unconditionally or conditionally upon terms and
conditions which both the Seller and the Purchaser confirm in writing to be acceptable to
them; and
- the Seller shall deliver a copy of the Standalone Lease Agreement, duly signed by the
Seller and Nampak, to the Purchaser;
- by 14 March 2023, the Seller shall deliver a copy of the resolution passed by its board of
directors (approving the Agreement), to the Purchaser.
5. EFFECTIVE DATE
The effective date of the Disposal will be on registration of transfer of the Property into the name of Dulu
Holdings.
6. WARRANTIES AND OTHER MATERIAL TERMS
The Seller has provided the Purchaser with warranties and indemnities that are standard for a transaction
of this nature.
7. THE PROPERTY
The details of the Property are set out in the table below.
Property Location Seller’s Fair value Rentable Weighted
description initial of the area (m2) average
purchase Property* monthly
price (cost) rental / m2
Erven 21, 22, 39 Vanderbijlpark North- ZAR176m ZAR193.2m 84,406 ZAR18.60
and Portion 4 of East No. 3 Township,
Erf 19 Gauteng Province
Vanderbijlpark
*Book value in Imbali’s audited financial statements for its financial year ended 28 February 2022 as per
directors’ valuation of the Property. The valuation was performed by a non-independent valuer not
registered in terms of the Property Valuers Profession Act, No. 47 of 2000. The last date of independent
professional valuation was 1 March 2021.
8. FINANCIAL INFORMATION
The financial information set out below has not been reviewed or reported on by a reporting accountant in
terms of section 8 of the Listings Requirements of the JSE Limited (“the Listings Requirements”) and is
the responsibility of the Company’s directors:
The net property income attributable to the Property amounted to ZAR17.8m for the financial year ended
28 February 2022.
The source of the financial information in relation to the Property is Imbali’s audited financial statements for
its financial year ended 28 February 2022.
9. CATEGORISATION
The Disposal is classified as a category 2 transaction in terms of the Listings Requirements and,
accordingly, is not subject to approval by the Company’s shareholders.
Cape Town
19 September 2022
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 19-09-2022 03:37:00
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