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Acquisition of the Silesian Retail Portfolio situated in Poland
Rockcastle Global Real Estate Company Limited
(Incorporated in the Republic of Mauritius)
(Registration number 108869 C1/GBL)
JSE share code: ROC
SEM share code: ROCK.N0000
ISIN: MU0364N00003
(“Rockcastle” or “the Company”)
ACQUISITION OF THE SILESIAN RETAIL PORTFOLIO SITUATED IN POLAND
INTRODUCTION
Shareholders are advised that, on 6 August 2015, Rockcastle, through its subsidiaries Kestral spó?ka z ograniczon?
odpowiedzialno?ci? and Rockcastle Poland spó?ka z ograniczon? odpowiedzialno?ci? (collectively, “Rockcastle”), concluded
agreements to acquire Karolinka Shopping Centre and Pogoria Shopping Centre (collectively “the Properties” or “the Silesian
retail portfolio”) from Eldora Investments spó?ka z ograniczon? odpowiedzialno?ci? Karolinka Investments spó?ka
komandytowo-akcyjna and Jantar Investments spó?ka z ograniczon? odpowiedzialno?ci? Pogoria Investments spó?ka
komandytowo-akcyjna (collectively, “the sellers”) (“the Transaction”).
RATIONALE FOR THE TRANSACTION
Karolinka Shopping Centre (“Karolinka”)
Karolinka is situated in Opole which has a population of approximately 120 000 residents and is the centre of an agglomeration of
over 300 000 people comprising suburban areas and adjacent towns. It is the regional administrative, business, education and
cultural centre of the Opolskie Voivodeship, is home to various national and international manufacturers and benefits from its
proximity to the Czech border and the large towns of Wroclaw and Katowice.
Karolinka is a prime, large-scale and dominant regional shopping centre. It is conveniently located only 5km from Opole city
centre and is positioned on one of the city’s main thoroughfares in the expanding suburban areas. It consists of 69 997m2 gross
lettable area (“GLA”) split into a 37 702m2 Shopping Gallery and an adjoining 32 295m2 Retail Park. Its location allows easy
access to the wider catchment area and the property offers convenient on-grade parking and substantial critical mass relative to its
competitors. The catchment area includes approximately 400 000 residents within a 45-minute drive.
The shopping centre and retail park are anchored by an Auchan hypermarket, Leroy Merlin, Decathlon and contains numerous
national and international fashion brands, such as Carry, CCC, Deichmann, H&M, New Yorker, Pepco, Reserved, TK Maxx, Pull
& Bear and Sinsay. Other tenants include Burger King, KFC, McDonalds, Pizza Hut, Media Expert, Smyk, and Euro RTV AGD.
Pogoria Shopping Centre (“Pogoria”)
Pogoria is situated in Dabrowa Gornicza with a population of 125 000 residents while the number of people living within a 15
minute drive extends beyond 350 000. The city defines the Silesia region’s north-eastern perimeter lying 20km from the largest
city, Katowice. Its economy is based on advanced industrial processing and in the last year, several light and medium-scale
industries have commenced operations in the region.
Pogoria is the largest shopping centre and leisure destination in the city and is prominently located in the heart of the city centre. It
offers 36 705m2 of retail GLA over two levels, which includes an 8 198m2 OBI DIY stand-alone store and is served by convenient
on-grade parking which ensures that it is both easy to navigate and convenient for major shopping trips.
The shopping centre is anchored by a hypermarket anchor – Auchan, and contains numerous international fashion brands
including Bershka, Carry, CCC, Deichmann, H&M, House, New Yorker, Reserved, Takko, Pull & Bear, Sinsay and Stradivarius.
The centre has an existing leisure and entertainment area including a 5 screen Helios multiplex cinema and 7 food court
restaurants including KFC and McDonalds.
SALIENT TERMS OF THE TRANSACTION AND CONDITION PRECEDENT
The aggregate purchase price for the Transaction is EUR220.8 million. This amount will be settled from Rockcastle’s existing
cash resources and available debt facilities.
The effective date of the Transaction is 6 August 2015.
The purchase agreements for the Properties contain warranties that are typical for transactions of this nature.
The purchase agreements are subject to the fulfilment or waiver, as the case may be, of the condition precedent that by no later
than 30 December 2015, the Polish authorities issuing rulings confirming that the transfer of legal rights to the Properties will be
subject to VAT and will not be subject to taxation in terms of the civil law transaction tax.
DETAILS OF THE PROPERTIES
The details of the Properties, including the property name, location, sector, monthly weighted average rental per square metre, the
GLA, the purchase price, the valuation and the sustainable net operating income, effective as at 5 August 2015, attributed by
Rockcastle, are as follows:
Sustainable
Monthly weighted Purchase net operating
average rental per price Valuation income
Property m2 GLA (EUR (EUR’ (EUR
name Location Sector (EUR/m2) (m2) ’million) million) ’million)
Karolinka Opole, Poland Retail 11.2 69 997 145.4 145.4 9.4
Pogoria Dabrowa Retail 11.4 36 705 75.4 75.4 5.1
Gornicza, Poland
Total 106 702 220.8 220.8 14.5
Note:
The purchase price reflects the price for the acquisition of the Properties, whilst the valuation amount reflects the value attributed
to the Properties by the directors of 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 South African Property Valuers Profession Act, No 47 of
2000.
CATEGORISATION OF THE TRANSACTION
The Transaction is classified as a category 2 transaction in terms of paragraph 9.5(a) of the JSE Listings Requirements and
accordingly does not require approval by Rockcastle’s shareholders.
The Transaction constitutes an undertaking in the ordinary course of business of Rockcastle and therefore does not fall under the
scope of Chapter 13 of the SEM Listing Rules. As disclosed in its Listing Particulars, Rockcastle’s primary objective is to invest
in real estate assets and companies that have competitive yields and with the prospect of capital growth.
Rockcastle has its primary listings on both the Official Market of the Stock Exchange of Mauritius Limited and the Main Board of
the JSE.
7 August 2015
For further information please contact:
Rockcastle Global Real Estate Company Limited
Nick Matulovich +44 20 85 46 0133
Intercontinental Trust Limited
Company secretary +230 403 0800
Java Capital
JSE sponsor and South African corporate advisor +27 11 722 3050
This notice is issued pursuant to the JSE Listings Requirements and SEM Listing Rule 11.3 and the Securities Act 2005 of
Mauritius. The Board of Directors of Rockcastle Global Real Estate Company Limited accepts full responsibility for the accuracy
of the information contained in this announcement.
Date: 07/08/2015 05:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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