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Proposed Acquisition of a Portfolio of Office Properties and Cautionary Announcement
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE code: REB ISIN: ZAE 000156147
(“Rebosis” or “the company”)
PROPOSED ACQUISITION OF A PORTFOLIO OF OFFICE PROPERTIES AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Linked unitholders are advised that Rebosis has concluded agreements for the acquisition of letting enterprises and properties
(“the Nthwese office portfolio”) from the following sellers, all of which are ultimately controlled by Peolwane Properties
(Proprietary) Limited and the Nthwese Trust:
- Arena Props 040 (Proprietary) Limited in respect of a property known as 99 Market Street (the “99 Market Street
acquisition”);
- Fast Pace Trade and Invest 28 (Proprietary) Limited in respect of a property known as 64 Eloff Street (the “64 Eloff Street
acquisition”);
- Dreamfair Properties 26 (Proprietary) Limited in respect of a property known as 189 Schoeman Street (the “189 Schoeman
Street acquisition”);
- Interstate Clearing 040 (Proprietary) Limited in respect of a property known as 18 Rissik Street (the “18 Rissik Street
acquisition”); and
- Subway Trading and Investment 36 (Proprietary) Limited in respect of a property known as 124 Main Street (the “124 Main
Street acquisition”);
(each “an acquisition” and together “the acquisitions”).
RATIONALE FOR THE ACQUISITIONS
The acquisitions are consistent with Rebosis’ strategy of acquiring large high-quality and defensive commercial properties
yielding secure capital and income returns for linked unitholders.
The Nthwese office portfolio is dominated by national and provincial government with an element of blue chip corporate tenants,
Nedbank being a major tenant in one of the buildings. This quality office portfolio, which includes the iconic IBM Building,
consists of long-term leases expiring in the years 2019 and 2020, providing linked unitholders with predictable revenue streams
with low forecast risk. The properties comprising the Nthwese office portfolio are well located in established nodes within the
Johannesburg and Pretoria CBD’s offering great access to public transport routes and infrastructure.
TERMS OF THE ACQUISITIONS AND CONDITIONS PRECEDENT
The total purchase price payable by Rebosis for the Nthwese office portfolio is approximately R1 billion. Payment of the purchase
price for each of the acquisitions will be secured by separate finance guarantees of the purchase price payable per acquisition. The
purchase price of each acquisition will be settled in cash against registration of transfer of each of the properties into the name of
Rebosis which date of transfer shall not be earlier than 1 March 2013 and no later than 31 March 2013.
The following are the purchase prices payable by Rebosis in respect of each acquisition:
Acquisition Purchase price payable
99 Market Street acquisition R128.6 million*
64 Eloff Street acquisition R53.5 million
189 Schoeman Street acquisition R247.7 million
18 Rissik Street acquisition R162.3 million
124 Main Street acquisition R413.0 million
Total R1 005.1 million
* The purchase price includes an amount of R14.0 million allocated for refurbishments and shall be adjusted to the extent that all
or a portion of the refurbishment amount is expended before transfer of the property.
Rebosis wishes to acquire the Nthwese office portfolio in one indivisible transaction.
The acquisitions will be with effect from the date of transfer of ownership of each property into Rebosis’ name.
The purchase agreements provide for warranties and indemnities that are standard for acquisitions of this nature.
The acquisitions are subject to fulfilment or waiver of the following suspensive conditions:
- within 30 days from 2 January 2013, Rebosis satisfying itself of the outcome of a due diligence in respect of each of the
acquisitions;
- within 15 days after completing each due diligence investigation, the board of directors of Rebosis (“the board”) approving
each of the acquisitions;
- no later than 10 days after approval is received from the Competition Authorities in respect of each acquisition, Rebosis
procuring a loan secured by registration of a first mortgage bond over each of the properties;
- no later than 10 days after approval is received from the Competition Authorities in respect of each acquisition, Rebosis
providing the seller in respect of each acquisition with unconditional bank guarantees for the purchase price of the acquisition
in question;
- to the extent required, receipt of approval from the Competition Authorities;
- each of the sellers ceding their rights, titles and interest in and to the leases applicable to the rental enterprises and delegating
each of the sellers’ obligations in terms of such leases to Rebosis with effect from the transfer date of each property;
- the linked unitholders of Rebosis approving the acquisitions and placing consideration units under the control of the board
and authorising the board to allot and issue consideration units;
- no later than 10 days after approval is received from the Competition Authorities, conclusion of a successful capital raising
for all or a portion of the purchase price of each acquisition; and
- within 15 days of signature of each purchase agreement, the board of each seller passing a resolution in terms of section
112(2)(b) of the South African Companies Act, 2008.
THE NTHWESE OFFICE PORTFOLIO
Details of each property comprising the Nthwese office portfolio, including property name and address, geographical location,
sector, rentable area, weighted average rental per square meter, effective date of acquisition, purchase price and the valuations
attributed to the properties as at 30 November 2012 by the board, are as follows -
Rentable area
Property name and address Geographical location Sector (m2)
99 Market Street Johannesburg Office 11 659
64 Eloff Street Johannesburg Office 4 938
189 Schoeman Street Pretoria Office 19 333
18 Rissik Street Johannesburg Office 11 204
124 Main Street Johannesburg Office 20 818
Total 67 952
(continued)
Weighted average Purchase price and
rental per square valuation as at
Effective date of metre# 30 November 2012^
Property name and address acquisition (R/m2) (R’million)
99 Market Street On transfer 111.4 128.6
64 Eloff Street On transfer 102.1 53.5
189 Schoeman Street On transfer 107.6 247.7
18 Rissik Street On transfer 130.1 162.3
124 Main Street On transfer 148.8 413.0
Total 124.5 1 005.1
# Weighted average rental is equal to the base rental rate plus an operating costs rate.
^ The board is satisfied that the values of each of the properties are in line with the purchase prices being paid for them by the
company. The directors of the company 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.
CATEGORISATION OF THE ACQUISITIONS
The acquisitions constitute a category 1 transaction in terms of the JSE Listings Requirements and as such require the approval of
Rebosis linked unitholders. Accordingly, a circular to Rebosis linked unitholders will be prepared and issued in due course.
CAUTIONARY ANNOUNCEMENT
The financial effects of the acquisitions, as required in terms of the JSE Listings Requirements, are in the process of being
finalised.
Linked unitholders of Rebosis are advised to exercise caution when dealing in their linked units until the financial effects of the
acquisitions are announced.
5 December 2012
Corporate advisor and sponsor
Java Capital
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