SA CORPORATE REAL ESTATE FUND - Acquisition of AFHCO Holdings Proprietary Limited fulfillment of suspensive conditions

Acquisition of AFHCO Holdings Proprietary Limited  – fulfillment of suspensive conditions

 SA Corporate Real Estate Fund
 A Collective Investment Scheme in Property registered in terms of the Collective
 Investment Schemes Control Act, No. 45 of 2002 ("the Act") and managed by SA Corporate
 Real Estate Fund Managers Limited (Registration number 1994/009895/06)("the Manager")
 Share Code: SAC ISIN Code: ZAE000083614
 (“SA Corporate” or "the Fund")
 Registered as a REIT




 ACQUISITION OF AFHCO HOLDINGS PROPRIETARY LIMITED (“AFHCO”) – FULFILLMENT OF SUSPENSIVE CONDITIONS




1.     FULFILLMENT OF SUSPENSIVE CONDITIONS

       Further to the announcements released on the Securities Exchange News Service (“SENS”) on Monday, 3 March
       2014, Tuesday, 22 April 2014, and Tuesday, 29 April 2014 regarding the acquisition by SA Corporate of the entire
       issued share capital of Afhco (“the Transaction”), all suspensive conditions to the Transaction, including the
       unconditional approval of the Competition Tribunal, have been fulfilled and the Transaction is now unconditional.
       The effective date of the Transaction will be 1 July 2014.


2.     REVISED PROPERTY PORTFOLIO

       As communicated in the announcement released on SENS on Tuesday, 22 April 2014, it was envisaged that Afhco
       enters into a sale and purchase agreement with the minority shareholder (“Minority Shareholder”) of Rapiprop 101
       Proprietary Limited (“Rapiprop”) to acquire its shareholding in the jointly owned subsidiary (which owns the two
       properties – Elgin Court and Jeppe Street Mall). After discussions with the Minority Shareholder, Afhco has
       concluded an agreement (the “Minority Agreement”) to purchase only Jeppe Street Mall directly from Rapiprop
       instead of the Minority Shareholder’s 50% shareholding in Rapiprop.


       The original Afhco property portfolio of approximately R953 million will now exclude the Elgin Court property of
       R25.6 million. Accordingly the revised Afhco property portfolio will consist of 26 properties valued at approximately
       R928 million.

       The original purchase consideration (before any purchase price adjustments) of R278.5 million will be reduced to
       approximately R266.2 million (Elgin Court property value of R25.6 million less debt of R13.3 million).



3.     CONCLUSION OF FURTHER TRANSACTIONS

       In addition to concluding the Minority Agreement, SA Corporate has purchased the entire share capital of Cross
       Atlantic Properties 117 Proprietary Limited, the owner of Stuttafords House (which is a development property
       located on the corner of Pritchard and Rissik Streets, JHB Inner City CBD) from the Plit Brothers for R35 million.
       The strategy for Stuttafords House is to develop 181 residential units across the 9 upper floors and retain the
       926m² of current ground floor retail including an existing McDonald’s.


       SA Corporate is also finalising discussions to purchase the remaining 50% undivided share in Newgate that Afhco
       does not already own.



Johannesburg

30 June 2014

Investment Bank and Financial Advisor

Investec Bank Limited


Legal Advisors

Webber Wentzel


Sponsor

Nedbank Capital


Legal Advisors to the Sellers

DLA Cliffe Dekker Hofmeyr

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