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Category 2 Acquisition Announcement – Consani Industrial Park, Elsie’s River Industria
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
CATEGORY 2 ACQUISITION ANNOUNCEMENT – CONSANI INDUSTRIAL PARK, ELSIE'S RIVER
INDUSTRIA
1. INTRODUCTION
Shareholders are advised that on 25 July 2025 ("Signature Date"), Spear entered into a sale of rental
enterprise agreement ("Agreement") with Consani Industrial Park (Pty) Ltd ("Seller"), in terms of which
Spear will acquire the properties known as the Remainder of Erf 21212, Erf 13336 and Erf 13337,
Goodwood, in the City of Cape Town, with all improvements thereon ("Property"), and the rental
enterprise known as the "Consani Industrial Park" conducted by the Seller on the Property ("Rental
Enterprise"), as a going concern ("Acquisition"), for a purchase consideration of R437 300 000
("Purchase Consideration"). The Seller is a subsidiary of Adrenna Property Group (Pty) Ltd, which is
beneficially owned by the shareholders listed in footnote 1 below, none of which are related parties of
Spear.
2. RATIONALE FOR THE ACQUISITION
The Acquisition aligns with Spear's strategy to grow its portfolio of well-located industrial assets within the
Western Cape. Located in Elsie's River Industria, the Property enhances Spear's geographical
diversification and strengthens its exposure to highly sought after industrial nodes in the region. Consani
Industrial Park possesses strong fundamentals and favourable prospects for rental income growth and
long-term capital appreciation. The Property is positioned within a secure, established industrial precinct
that continues to attract large-format occupiers reliant on energy continuity and organic growth options
within Consani Industrial Park. The Acquisition supports Spear's continued focus on securing assets that
generate sustainable income and long-term value through long dated lease tenures and robust rental
growth rates.
3. PURCHASE CONSIDERATION
3.1. The Purchase Consideration is an amount of R437 300 000 and is inclusive of value-added tax at a
rate of 0%.
3.2. The Purchase Consideration shall be settled by Spear on the date of registration of transfer of
ownership of the Property into its name ("Transfer Date") and shall be secured by a bank guarantee
by no later than fifteen business days after the Condition Precedent (as defined below) has been
fulfilled.
4. CONDITION PRECEDENT
4.1. The Acquisition is subject to the fulfilment of the outstanding condition precedent ("Condition
Precedent") that by no later than 90 business days after the Signature Date, the Acquisition is
approved by the applicable competition authorities in terms of the Competition Act, No. 89 of 1998
("Competition Authorities"), either unconditionally, or in the event of a conditional approval, on terms
acceptable to the parties.
4.2. The parties may, by written agreement, extend the date by when the Condition Precedent is to be
fulfilled.
5. EFFECTIVE DATE OF THE ACQUISITION
The effective date of the Acquisition will be the Transfer Date, which date shall be as soon as practically
possible after the date on which the Condition Precedent is fulfilled, which date is anticipated as being on
or about 1 November 2025.
6. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Agreement contains representations and warranties by the Seller, in favour of Spear, which are
standard for a transaction of this nature. Subject to such warranties, the Rental Enterprise and Property
are sold "voetstoots".
7. THE PROPERTY
Details of the Property are as follows:
Property Name Geographical Sector Gross Lettable Area Expected Weighted
and Address Location (m2) Average Gross Rental
/ m2 as at the Transfer
Date
Consani Industrial Goodwood, Industrial 80,657 m², comprising: R49.52/m² overall
Park, situated at 29 Western Cape • 42,064 m² under roof • R82.52/m² under roof
Epping Avenue, • 38,593 m² yard* • R13.54/m² yard
Goodwood
* Yard areas are included in the total Gross Lettable Area of the Property, as it is leased to various
tenants and generates fixed term rental revenue.
Details regarding the Property, as at the expected Transfer Date, are set out below:
Purchase Yield Weighted Average Weighted Average Vacancy % by Gross
Attributable to Escalation Lease Duration Lettable Area
Shareholders (years)
9.71%** 7.11% 3.25 0.26%
** The Purchase Yield reflects the initial acquisition yield as at the expected Transfer Date. Spear has
identified asset enhancement capital expenditure measures of up to R34 million to be undertaken over
a five-year period to further enhance the attractiveness of the Consani Industrial Park and to unlock
embedded value.
Notes:
a) In addition to the Purchase Consideration, Spear's transaction costs associated with the Acquisition
are estimated at R1 000 000.
b) Agents' commission is payable by the Seller, in respect of the Acquisition.
c) The Purchase Consideration payable in respect of the Rental Enterprise (which includes the
Property) is considered to be its fair market value, as determined by the directors of Spear. The
directors of Spear are not independent and are not registered as professional valuers or as
professional associate valuers in terms of the Property Valuers Profession Act, No. 47 of 2000.
8. FORECAST FINANCIAL INFORMATION OF THE ACQUISITION
The forecast financial information relating to the Acquisition for the 4-month period ending
28 February 2026 and the 12-month period ending 28 February 2027 are set out below. The forecast
financial information has not been reviewed or reported on by a reporting accountant in terms of section 8
of the JSE Limited Listings Requirements and is the responsibility of Spear's directors.
Forecast for the 4-month Forecast for the 12-month
period ending period ending
28 February 2026 (R) 28 February 2027 (R)
Rental income 19 809 400 60 688 233
Straight-line rental accrual 1 165 124 2 159 388
Gross income 20 974 524 62 847 621
Property expenses (4 671 493) (14 809 419)
Net property income 16 303 031 48 038 202
Administrative expenses (1 069 708) (3 277 165)
Operating profit 15 233 323 44 761 038
Finance cost (6 382 606) (19 147 817)
Profit before taxation 8 850 718 25 613 221
Taxation - -
Profit after taxation 8 850 718 25 613 221
Adjusted For:
Straight-line rental accrual (1 165 124) (2 159 388)
Distributable profit 7 685 594 23 453 832
Contracted rental income % 98.31% 73.85%
Near Contracted rental income % 1.69% 24.46%
Uncontracted rental income % 0.00% 1.69%
Notes:
a) Rental Income includes gross rentals and other recoveries but excludes any adjustment applicable
to the straight-line rental income accrual of leases.
b) Property expenses include all utility and council charges applicable to the Property.
c) The forecast information for the 4-month period ended 28 February 2026 has been calculated from
the anticipated Transfer Date, being on or about 1 November 2025.
d) The Acquisition will be debt funded on a 45% loan to value ("LTV") ratio and the remaining portion
of the Purchase Consideration will be funded from available cash resources, following the private
placement concluded by Spear in June 2025.
9. CLASSIFICATION OF THE ACQUISITION
The Purchase Consideration represents more than 5% but less than 30% of Spear's market capitalisation
as at the Signature Date and accordingly the Acquisition constitutes a category 2 transaction in terms of
the JSE Limited Listings Requirements.
Cape Town
25 July 2025
Sponsor and Transaction Advisor Legal Advisor
PSG Capital ENSafrica
Footnote 1: As at the Signature Date, the shareholders (beneficial owners) of Adrenna Property Group (Pty) Ltd (the
holding company of the Seller) are Islandsite Investments Twenty-Three (Pty) Ltd, Ottowa Investments (Pty) Ltd, the JNF
Investment Trust, Wayne Alcock and Jacqueline Alcock.
Date: 25-07-2025 12:00:00
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