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Financial and property specific information in respect of the proposed acquisition by SA Corporate of Indluplace
SA CORPORATE REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/015578/06)
JSE share code: SAC ISIN: ZAE000203238
(Approved as a REIT by the JSE)
(SA Corporate)
FINANCIAL AND PROPERTY SPECIFIC INFORMATION IN RESPECT OF THE PROPOSED CATEGORY 2
ACQUISITION BY SA CORPORATE OF INDLUPLACE PROPERTIES LIMITED BY WAY OF A SCHEME OF
ARRANGEMENT
1. Introduction
Shareholders are referred to the firm intention announcement (FIA) released jointly by SA Corporate and
Indluplace Properties Limited (Indluplace) on SENS today in terms of which SA Corporate has expressed
its firm intention to make an offer, either itself or via a nominated group company (the SAC Offeror), to
acquire the entire issued ordinary share capital of Indluplace (excluding treasury shares) (the Proposed
Transaction or SAC Offer).
The Proposed Transaction will be implemented by way of a scheme of arrangement (Scheme) in terms
of section 114(1)(c) of the Companies Act, No. 71 of 2008 (Companies Act), to be proposed by
Indluplace to its shareholders, and to which the SAC Offeror will be a party. The SAC Offer will be made
at a cash price of R3.40 per Indluplace ordinary share (Indluplace Share) acquired in terms of the
Scheme (Scheme Shares).
The effective purchase consideration for the Indluplace property portfolio (calculated on the Scheme
Shares net of the Indluplace share scheme shares and Buffet group shares as per notes 9 and 14
respectively of the Indluplace audited annual financial statements for the year ended 30 September 2022
(Indluplace AFS)), amounts to R1 007 million. The Proposed Transaction is subject to the
fulfilment/waiver of the conditions precedent set out in paragraph 4.4 of the FIA. Paragraph 5 of the FIA
describes the commercial effective date of the Proposed Transaction should it become operative in
accordance with its terms.
In the event that the Scheme is implemented, Indluplace will become a wholly owned subsidiary of SA
Corporate and accordingly, the listing of Indluplace Shares on the Main Board of the JSE Limited (JSE)
will be terminated.
2. Financial information of Indluplace
The value of the net assets and the profits attributable to the net assets of Indluplace, are R2.1 billion and
R11.2 million, respectively. The financial information in this announcement has been extracted from the
Indluplace AFS, which were prepared in terms of International Financial Reporting Standards and the
requirements of the Companies Act.
3. Property specific information of Indluplace
Shareholders are referred to pages 133 to 137 of Indluplace’s integrated annual report for the year ended
30 September 2022 (Indluplace IAR), available at https://www.indluplaceproperties.co.za/5-annual-
reports.php, for the Indluplace property specific information required to be disclosed by SA Corporate, as
a result of the Proposed Transaction being a category 2 transaction for SA Corporate in terms of the JSE
Listings Requirements, together with the information set out in the table below:
Building name Location Valuation Residential Retail Retail
(R’000) units GLA weighted
(m2) average
rental per m2
(R)
One Eloff Inner City 81 000 320
320 Bree Street Inner City 60 4 943 101
49 864
Cheryl Court Inner City 36
Agatha Windsor 3 539 16
Airfield Towers Jhb East 33
18 177
Rhodes Court Jhb East 30
Amberfield Village Vanderbijlpark 111 300 204
Arches Jhb East 14 299 42
Arvin Court Hillbrow 8 529 48
Avril Gardens Windsor 3 860 13
Balnagask Hillbrow 56 058 191
Beacon Royal Hillbrow 8 292 30 1 97
Belgrade Jhb West 8 442 44
Blauwberg Hillbrow 53 900 103
Cedar Valley Jhb South 28 600 58
Charlotte Jhb East 18
Harolean Jhb East 10 240 12
Irmgaurd Jhb East 17
Chronicles Jhb East 5 241 24
Cranborough Mews Windsor 21 774 48
Curzon Court Hillbrow 5 926 36
Dalem Mews Windsor 3 921 12
Deuteronomy Jhb East 4 800 72
Dukes Lodge Windsor 3 981 11
Earls Den Windsor 10 020 24
Elizabeth Gardens Windsor 1 750 7
Empire Gardens Hillbrow 27 800 84
En Gedi Jhb East 23 600 70
Exodus Jhb East 4 700 24
Ezra Jhb East 5 840 24
Fairway View Jhb East 25 500 105
Fasser House Pretoria 48 039 152 702 110
Frangipani Jhb North 22 950 40 781 89
Franschoek Jhb North 11 859 35
Frederick House Inner City 54 451 139 789 97
Garden View Jhb North 26 554 64
Genesis Jhb East 5 500 24
Geraldine Hillbrow 15 454 87
Golden Oaks Jhb East 145 315 375
Golden Views Jhb East 52 772 157 1 97
Greenshank Villas Jhb West 34 581 119
Highveld View Emalahleni 224 200 450
Hillandale Hillbrow 6 300 27
Ilanga Windsor 2 429 10
Building name Location Valuation Residential Retail Retail
(R’000) units GLA weighted
(m2) average
rental per m2
(R)
Ironwood Jhb West 39 803 97 92 97
Jackson's Cove Jhb South 30 600 88
Janin Windsor 4 030 12
Joshua Jhb East 5 321 72
Jozi House Inner City 106 257 244 1150 188
Judges Jhb East 5 443 21
Karen Place Windsor 4 890 13
Kenwyn Windsor 4 052 13
Kevrab Manor Windsor 2 206 6
Khaya Square Windsor 9 590 31 631 90
Kilimanjaro Jhb South 35 200 92
Kings Jhb East 6 193 21
Kings Ransom Inner City 121 300 319 1656 68
Kingston Windsor 4 890 16
Lana Lee Windsor 3 730 10
Leviticus Jhb East 4 881 24
Lionsgate Windsor 5 880 12
Logan's View Jhb South 24 120 42
Longfellow Village Vanderbijlpark 37 800 51
Margedale Windsor 6 882 20
Maria Mansions Jhb East 11 330 33
Marwyn Windsor 3 772 13
Matroosberg Hillbrow 56 424 164 81 97
Midhill Gardens Hillbrow 24 840 80
Molrow House Jhb East 9 000 72 650 109
Monsmeg Hillbrow 17 300 62 105 97
Montere Jhb North 13 366 34
Morgenster Hillbrow 10 222 45
Mount Bradley Windsor 2 077 7
My Place on 6th Jhb West 6 170 27
Nehemiah Jhb East 8 816 30
Neilsway Windsor 5 192 13
Noordheuwel Heights Jhb West 27 902 51
Northways Hillbrow 13 500 40
Numbers Jhb East 6 231 71
Park Crescent Pretoria 38 776 143
Park Mews Hillbrow 14 684 84 413 83
Park Village Vanderbijlpark 195 200 225
Parnon Bloemfontein 23 498 71
Philwade Manor Windsor 1 941 7
Pomegranate Heights Inner City 21 755 116
Prince Allan Windsor 1 986 6
Progress House Jhb North 28 840 75 1204 59
Protea Glen Jhb South 56 355 149
Quagga Pretoria 86 900 247 9 97
Rand President Jhb North 20 328 48
Redwood Jhb West 59 700 136 91 97
Robwill Mansions Jhb East 17 475 54
Rosdin Windsor 5 475 13
Rosewood Jhb West 43 800 100 91 97
Rothchild Manor Jhb West 26 551 74
Samuel Jhb East 5 723 21
Sefton Court Inner City 25 000 70 368 212
Selwood Place Hillbrow 18 969 55
Selwyn Hall Windsor 8 420 25
Sentinel Hillbrow 100 654 410 1013 82
Seswick Court Hillbrow 8 181 30
Sixty One Contessa Windsor 4 600 15
Sparrow Hawk Jhb East 45 770 97
Springbok Court Jhb East 13 900 41 1 97
Stone Arch Jhb East 84 958 222
Sue Mark Court Inner City 11 100 53
Summer Place Jhb West 34 019 60
Summer Place Pretoria 19 000 49
Sunset View Jhb South 14 310 30
Surrey Jhb North 30 023 62
Syringa Jhb East 59 800 146
Telmond Jhb North 35 596 6
Hollyland Jhb North 28
Toronto Heights Inner City 16 000 48 496 55
Trejon Jhb West 10 216 34
Upper East Side Jhb East 22 610 52
Villa Borghese Windsor 2 088 8
Villa Kazi Inner City 4 208 99 81 291
Villa Mia Jhb East 31 170 81
Waterfront Jhb East 12 761 30
Willanda Hillbrow 8 262 37
Willowbrooke Pretoria 38 935 100
Windmill Inner City 23 135 91 200 97
Wonderpark Pretoria 42 561 180
Notes:
1. The Indluplace property portfolio consists of 9 189 residential units across 124 buildings, and
15 549m² of retail space, collectively valued at R3.3 billion. As at 30 September 2022, 10.7% of
the residential portfolio was vacant and 8.9% of the retail space was vacant. The portfolio
described excludes Annlin Place which is currently in a process of disposal and was held for sale
by Indluplace as at 30 September 2022.
2. The Indluplace IAR reflects the following weighted average monthly rentals for the various unit
types within the residential portfolio:
Residential unit type Average
monthly rental
(R)
Rooms 1 617
Bachelors 3 022
One Bed 4 000
Two Bed 5 113
Three Bed 5 661
Four Bed 6 892
3. In terms of Indluplace’s accounting policies, the property portfolio is valued annually. Independent
valuations are obtained on a rotational basis, ensuring that every property is valued at least once
every three years by an external independent valuer. As at 30 September 2022, one third of the
properties were valued by Real Insight and Yield Enhancement Solutions, registered valuers in
terms of Section 19 of the Property Valuers Professional Act (Act No. 47 of 2000), and the
remaining properties were valued by the Indluplace directors. The valuations were performed
using the net income capitalisation methodology.
4. Responsibility statement
The board of directors of SA Corporate (the SA Corporate Board) accepts responsibility for the
information contained in this announcement insofar as it relates to SA Corporate. To the best of the SA
Corporate Board's knowledge and belief, the information contained in this announcement is true and the
announcement does not omit anything likely to affect the importance of the information.
14 March 2023
Johannesburg
Corporate advisor and transaction sponsor to SA Corporate
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal advisor to SA Corporate
Cliffe Dekker Hofmeyr Incorporated
Mandated lead arranger and guarantee bank to SA Corporate
Absa Corporate and Investment Banking, a division of Absa Bank Limited
Date: 14-03-2023 05:30:00
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