TREMATON CAPITAL INVESTMENTS LIMITED - Disposal of Property by Joint Venture Woodstock Hub Proprietary Limited

Disposal of Property by Joint Venture Woodstock Hub Proprietary Limited

TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
Share code: TMT
ISIN: ZAE000013991
("Trematon")

DISPOSAL OF PROPERTY BY JOINT VENTURE, WOODSTOCK HUB PROPRIETARY LIMITED

1.   Introduction and rationale

     Trematon shareholders (“Shareholders”) are advised that Woodstock Hub Proprietary Limited (“WSH”),
     the joint venture in which Trematon holds a 50% interest, has on 17 January 2023 entered into an
     agreement to dispose of the property known as 107 Bromwell Street, Woodstock, Cape Town (the
     “Property”), to Zerbans Cake and Coffee Shop Proprietary Limited (the “Purchaser”) (the “Disposal
     Agreement”) for a disposal consideration of R16,25 million (the “Disposal”).

     Trematon will receive 50% of the disposal consideration and the Disposal constitutes a small related party
     transaction in terms paragraph 10.7 of the Listings Requirements of the JSE Limited (“Listings
     Requirements”) for the Company.

     Trematon is an investment entity which, inter alia, through the joint venture, WSH, a property investment
     company, owns residential and commercial properties in Woodstock, Cape Town, for rental and
     development. WSH no longer considers its investment in the Property as strategic and is therefore
     disposing of the Property.

2.   Terms of the Acquisition

     The total disposal consideration for the Disposal of R16 250 000 will be paid in cash upon registration of
     transfer of the Property to the Purchaser.
     The effective date for the Disposal is 31 March 2023.
     The Disposal is subject to the suspensive condition that the Purchaser shall, on or before 27 January 2023,
     obtain a loan secured by a mortgage bond over the Property from an accredited bank, or similar financial
     institution in the amount of R11,5 million (‘the Suspensive Condition”).
     The Disposal is further subject to such warranties and guarantees as are usual in transactions of this
     nature.
     In terms of the Disposal Agreement the Purchaser is entitled, upon fulfilment of the Suspensive Condition
     and before 15 February 2023, to require WSH to enter into a new disposal agreement with an entity
     nominated by the Purchaser on exactly the same terms and conditions as the Disposal Agreement.

3.   The net assets and losses attributable to the Property

     Based on Trematon’s audited financial results for the year ended 31 August 2022 (prepared in terms of
     IFRS), the value of the net asset, the subject of the Disposal, was R3 000 000 and the net loss before tax
     attributable thereto was -R2 096 960.

4.   Categorisation of the Disposal and fairness opinion

     As the Purchaser is an associate of Allan Groll, a director of Trematon, the Disposal constitutes a small
     related party transaction in terms of the Listings Requirements. Accordingly, the opinion of an independent
     professional expert (“Independent Expert”) on the fairness of the Disposal to Shareholders is required in
     terms of the Listings Requirements. The Disposal is not subject to Shareholder approval.

     The independent directors of Trematon have commenced the process of appointing an Independent Expert
     to provide written confirmation that the terms of the Disposal are fair as far as Shareholders are concerned
     (“the Opinion”).

     A further announcement will be released following the finalisation of the Opinion.

Cape Town
19 January 2023

Sponsor

Questco Corporate Advisory Proprietary Limited

Date: 19-01-2023 08:00:00
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.