Wrap Text
Disposals of properties
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”)
DISPOSALS OF PROPERTIES
Delta shareholders are advised that the Company is in the process of concluding disposals of a number
of properties to various parties as fully set out below.
1. Disposal of four properties to DMFT Property Developers Proprietary Limited (“DMFT”)
1.1 Introduction
Delta has entered into heads of agreement (“Heads of Agreement”) with DMFT for the
disposal of four properties, situated at:
• Erf 35165, Kimberley;
• Erf 744, Bloemfontein;
• Erven 623, 624, portion 1 and 2 of 627 and 628, Klerksdorp; and
• Erf 469, Polokwane,
(collectively the “DMFT Sale Properties”), together with the rental enterprises for a cash
consideration of R50 800 000 (the “DMFT Consideration”) (the “DMFT Disposal”).
1.2 Terms and conditions of the DMFT Disposal
1.2.1 Purchaser
The ultimate beneficial shareholder of DMFT is David Mabilu. DMFT is not a
‘related party’ in terms of the JSE Limited (“JSE”) Listings Requirements.
1.2.2 Effective date
Delta has agreed to sell, and DMFT has agreed to purchase the DMFT Sale
Properties, with effect from, and inclusive of the date on which the registration of
transfer of the Property into the name of DMFT is affected, which date the
Company anticipates will be approximately 30 September 2023.
1.3 DMFT Consideration
The DMFT Consideration payable for the DMFT Sale Properties is R50 800 000, exclusive
of VAT, payable in cash. The DMFT Consideration will be allocated as follows:
• Erf 35165, Kimberley R20 000 000
• Erf 744, Bloemfontein R11 800 000
• Erven 6236, Portion 1 and 2 of 627 and
628, Klerksdorp R12 000 000
• Erf 409, Polokwane R7 000 000
1.4 Conditions precedent to the DMFT Disposal
The DMFT Disposal is subject to the fulfilment of the following conditions precedent:
1.4.1 within 120 calendar days from 11 April 2023, being the signature date of the
Heads of Agreement (“Signature Date”), Delta obtaining approval from the JSE
as well as the necessary consent of its shareholders to conclude the DMFT
Disposal;
1.4.2 where applicable, the right of first refusal in favour of the Government of the
Republic of South Africa being waived by the said Government of the Republic of
South Africa within 60 business days of being notified in writing by Delta of the
DMFT Disposal;
1.4.3 DMFT raising sufficient funding from financial institutions to pay the DMFT
Consideration within 60 calendar days following the Signature Date;
1.4.4 the parties obtaining approvals, where applicable, required from the
Competition Authorities with 120 calendar days following the Signature Date;
1.4.5 DMFT being afforded a 20-day due diligence period, being satisfied with the
results of its due diligence investigation and having given written notice to that
effect to DMFT;
1.4.6 DMFT having provided Delta with a copy of the board resolutions authorising
DMFT to conclude the DMFT Disposal; and
1.4.7 the board of directors of Delta having passed a resolution authorising the
conclusion of the DMFT Disposal within 14 calendar days following Signature
Date.
1.5 Representations and warranties
The Heads of Agreement contains representations and warranties by the parties in favour
of one another which are standard for transactions of this nature.
2. Disposal of a property to Enkai Investment Holdings (Pty) Limited (“Enkai”)
2.1 Introduction
Delta has entered into an offer to purchase (“Offer to Purchase”) with Enkai for the
disposal of a property situated at 127 Peter Mokaba Avenue, Potchefstroom Central (the
“Enkai Sale Property”), including the letting enterprise (“Letting Enterprise”) for a cash
consideration of R21 000 000 (the “Enkai Consideration”) (the “Enkai Disposal”).
2.2 Terms and conditions of the Enkai Disposal
2.2.1 Purchaser
The ultimate beneficial shareholder of Enkai is Buhle Gumede. Enkai is not a
‘related party’ in terms of the JSE Listings Requirements.
2.2.2 Effective date
Delta has agreed to sell, and Enkai has agreed to purchase the Enkai Sale Property,
with effect from, and inclusive of the date on which the registration of transfer of
the Enkai Sale Property into the name of Enkai is affected, which date the
Company anticipates will be approximately 31 August 2023 (“Transfer Date”).
2.3 Enkai Consideration
The Enkai Consideration payable for the Enkai Sale Property is R21 000 000, exclusive of
VAT, payable in cash. The Enkai Consideration will be settled as follows:
• a non-refundable deposit of R600 000 or 1% of the Enkai Consideration, whichever is
the greater amount, payable in cash to the transferring attorneys within 10 business
days of signature of a sale agreement (“Sale Agreement”), to be held in trust pending
transfer of the Enkai Sale Property; and
• the balance of the Enkai Consideration shall be secured by guarantees issued by a
registered financial institution within 30 days of the signature date of the Sale
Agreement on terms and conditions reasonably acceptable to Delta, expressed to be
payable on the Transfer Date.
2.4 Conditions precedent
The Enkai Disposal is subject to the fulfilment of the following conditions precedent:
2.4.1 on or before the expiry of a due diligence period of 30 days (“Due Diligence”),
commencing on the delivery of the last of the Due Diligence documents, Enkai
being satisfied with the results of a Due Diligence investigation and having given
written notice to that effect to Delta;
2.4.2 within 30 days of the fulfilment of the condition precedent in paragraph 2.4.1
above, Enkai obtaining finance sufficient for its requirements, on terms and
conditions satisfactory to Enkai; and
2.4.3 within 60 days of the acceptance date of the Offer to Purchase, Delta having
followed due process with regards to the notifications to those tenants under
leases which have the option, right of first refusal and/or right of pre-emption to
acquire the Letting Enterprise and each such tenant having waived and/or failed
to exercise its right of first refusal within the time period provided in the relevant
lease.
In addition, the Sale Agreement will be subject to the following suspensive conditions
within 120 days after the signature of the Sale Agreement:
• the parties obtaining shareholder approval and/or JSE approval, to the extent
required; and
• to the extent necessary, any prior written approval required from the
Competition Authorities has been obtained in respect of the implementation of
the Enkai Disposal as a whole, provided that if such approval is granted
conditionally or on terms, this suspensive condition will not be regarded as
having been fulfilled unless the parties confirm in writing (by no later than the
expiry of the said time period) to each other that such conditions and terms are
acceptable to them.
2.5 Representations and warranties
The Offer to Purchase contains representations and warranties by the parties in favour of
one another which are standard for transactions of this nature.
3. Rationale and use of proceeds
As part of Delta’s strategy, and the optimisation of the portfolio, it was agreed that the disposal
of assets which were no longer strategic to the Company would be undertaken. The DMFT Sale
Properties and the Enkai Sale Property are considered such assets.
The net proceeds of R71.3 million (net of commission) will be utilised by the Company to reduce
debt and the Loan to Value (LTV) by 0.3% from 58.2% to 57.9%.
4. Financial and property-related information in respect of the DMFT Sale Properties and the Enkai
Sale Property
DMFT Sale Properties Enkai Sale
Property
Location Erf 35165, Erf 744 Erven 623, 624, Erf 469 Portion 2 of Erf
Kimberley Bloemfontein portion 1 and 2 Polokwane 19
of 627 and 628 Potchefstroom
Klerksdorp and Sections 1-
6 SS Die Meent
(530/1992)
Gross lettable area 2 950m2 2 111m2 2 075m2 1 063m2 3 705m2
Weighted average R115.20/m2 R141.40/m2 R109.50/m2 R166.00/m2 R90.90/m2
rental1
Net operating R1.9 million R1.7 million R1.2 million R0.9 million R0.2 million
income1
Effective date On or about 30 On or about 30 On or about 30 On or about 30 On or about 31
September September September September August 2023,
2023, being the 2023, being the 2023, being the 2023, being the being the
anticipated anticipated anticipated anticipated anticipated
transfer transfer transfer transfer transfer
date of the date of the date of the date of the date of the
Property into Property into Property into Property into Property into
the name of the the name of the the name of the the name of the the name of the
Purchaser Purchaser Purchaser Purchaser Purchaser
Vacancy rate1 0% 0.4% 0% 0% 14.1%
Value2 R22.4 million R19.7 million R15.4 million R9.6 million R20 million
Sector Office Office Office Office Office
Notes:
1. The weighted average rental, net operating income and vacancy rate in respect of the
DMFT Sale Properties and the Enkai Sale Property have been extracted from the
Company’s results for the interim period ended 31 August 2022, which were prepared in
terms of International Financial Reporting Standards.
2. The valuations were performed as at 31 August 2022 by Real Insight, Real Worx and CBRE
who are independent from the Company and registered as a professional valuers in terms
of the Property Valuers Profession Act, No. 47 of 2000.
3. The financial information in this announcement is the responsibility of the board and has
not been reported on or reviewed by Delta’s auditors or a reporting accountant.
5. Categorisation
5.1 The DMFT Disposal is classified as a Category 1 transaction in terms of JSE Listings
Requirements. Accordingly, the DMFT Disposal is subject to Delta shareholder approval
and a circular, incorporating a notice of general meeting and setting out full details of the
DMFT Disposal (the “Circular”), will be distributed to Delta shareholders within 60 days of
this announcement. A further announcement will be released on SENS on distribution of
the Circular.
5.2 The Enkai Disposal is classified at a Category 2 transaction in terms of JSE Listings
Requirements. Accordingly, it is not subject to shareholder approval.
Johannesburg
13 April 2023
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 13-04-2023 04:42:00
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.
Sharenet Sites 
