DELTA PROPERTY FUND LIMITED - Proposed disposal of Chambers of Change

Proposed disposal of Chambers of Change

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")


PROPOSED DISPOSAL OF CHAMBERS OF CHANGE


1.    Introduction

      Delta shareholders are hereby advised that the Company (the "Seller") has entered into a sale of letting enterprise
      agreement (the "Agreement") with Suki Properties Close Corporation (the "Purchaser"), to dispose of the
      property situated at 62-72 Pritchard Street, Johannesburg, including immovable and movable assets, and as more
      commonly known as "Chambers of Change" (the "Property"), for a cash consideration of R25.0 million (the
      "Disposal Consideration") (the "Disposal").

2.    Rationale and use of proceeds

      As part of the Company's business and portfolio optimisation strategy, it was decided to dispose of assets which
      are no longer strategic to the Company and are deemed to be "non-core". In keeping with this strategy, the
      Company has taken a decision to dispose of the Property given its "non-core" status. The net proceeds from the
      Disposal will be utilised by the Company to reduce its debt balance.

3.    Terms and conditions of the Disposal

      3.1   Purchaser

            The ultimate beneficial owner of the Purchaser is Rael Suckerman. The Purchaser is not a 'related party'
            as defined in the Listings Requirements of the JSE Limited ("JSE").

      3.2   Effective date

            The Disposal will become effective on the date on which the registration of transfer of the Property into
            the name of the Purchaser is effected, which date the Company anticipates will be approximately
            30 September 2025 (the "Transfer Date").

      3.3   Disposal Consideration

            The Disposal Consideration is R25 million exclusive of VAT, payable in cash, as follows:

            -    a non-refundable deposit of R1.25 million upon signature of the Agreement, and

            -    R23.75 million secured by way of guarantees, acceptable to the Seller, which guarantees shall be
                 expressed as payable on the Transfer Date. The guarantees are to be delivered within forty five
                 business days from the date of signature of the Agreement (the "Signature Date").

            Failure by the Purchaser to pay the non-refundable deposit timeously will render the Agreement void, in
            which case the Disposal will not proceed. Should the Agreement become void, the Purchaser will still be
            required to pay the non-refundable deposit to the Seller.

      3.4   Conditions precedent

            The Disposal is subject to fulfilment of the following condition precedent:

            -    within 120 calendar days after the Signature Date, the Seller has complied with the JSE Listings
                 Requirements (insofar as this may be applicable), and obtained such consents and approvals as may
                 be required; and
            -    within 120 days after the Signature Date, any requisite regulatory approvals for the implementation
                 of the Disposal having been obtained from the Competition Authorities (if applicable).

      3.5   Representations and warranties

            The Agreement contains representations and warranties by the parties in favour of one another which are
            standard for transactions of this nature.

4.    Financial and property-related information in respect of the Property

                                          Chambers of Change
      Location                            Johannesburg
      Gross lettable area:                7 915m2
      Weighted average rental(1)          R42.0/m2
      Net operating income(1):            R681 529
      Vacancy rate(1):                    76.2%
      Sector:                             Office - Other
      Valuation(2)                        R37.7 million

      Notes:
      1.    The weighted average rental, net operating income and vacancy rate in respect of the Property have been
            extracted from the Company's unaudited interim results for the period ended 31 August 2024, which were
            prepared in terms of International Financial Reporting Standards.

      2.    The valuation of the property was performed as at 29 February 2024 by Hendrik Fouche (of DNA
            Valuations), who is independent from the Company and registered as a professional valuer in terms of the
            Property Valuers Profession Act, No. 47 of 2000.

      3.    The financial information contained in this announcement is the responsibility of the Board of Directors
            of Delta and has not been reviewed and reported on by Delta's auditors or a reporting accountant.

5.    Categorisation

      The Disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements. Accordingly,
      this Disposal is not subject to shareholder approval.


Johannesburg
25 April 2025


Sponsor
Java Capital

Date: 25-04-2025 02:30:00
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