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Acquisition of vacant land and minority interest in TFG Distribution Warehouse
EQUITES PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/080877/06)
JSE share code: EQU ISIN: ZAE000188843
(Approved as a REIT by the JSE)
(“Equites”)
ACQUISITION OF VACANT LAND AND MINORITY INTEREST IN TFG DISTRIBUTION WAREHOUSE
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 3 February wherein Equites concluded a joint venture
agreement with the Lord Trust Developers Proprietary Limited (the “Lord Trust”) for the purposes of developing a 22 227
square metre distribution warehouse for The Foschini Group (“TFG Distribution Warehouse”) in the prestigious Lords
View Industrial Park in Gauteng. The capital value of the project is approximately R150 million, with Equites originally
owning 75% of the joint venture and the Lord Trust owning the remaining 25%.
Following further negotiations, Equites and the Lord Trust have reached an agreement in terms of which the joint venture
agreement will be cancelled and Equites will acquire both the land on which the TFG Distribution Warehouse is to be
developed and the adjacent vacant industrial land (the “acquisition”). The land included in this acquisition is Portion 159
of the Farm Klipfontein No 12, comprising the consolidation of:
? Portion 73 of the Farm Klipfontein 12, Registration Division IR, measuring 11.1349 hectares in extent and held under
Pretoria Deeds Registry Title Deed No T77989/2014;
? the Remaining Extent of Portion 43 of the Farm Klipfontein 12, Registration Division IR, measuring 5.9957 hectares in
extent and held by Klipfontein under Pretoria Deeds Registry Title Deed No T35728/1970; and
? the Remaining Extent of Portion 53 of the Farm Klipfontein 12, Registration Division IR, measuring 4.2827 hectares in
extent, held by Developers under Pretoria Deeds Registry Title Deed No T77989/2014;
(collectively the “property”) from the respective owners of the property, being the Lord Trust and Klipfontein Heights
Proprietary Limited (“KH”) (the “sellers”).
2. RATIONALE FOR THE ACQUISITION
2.1. The acquisition will result in Equites owning 100% of the TFG Distribution Warehouse. Furthermore, in addition to
the 6.9981 hectares (including approximately 3 hectares reserved for a future extension) on which the TFG
Distribution Warehouse will be developed, Equites will also acquire the adjacent 144 152 square metres of vacant
industrial land.
2.2. This acquisition is consistent with Equites’ strategy of acquiring strategically located vacant industrial land in
important logistics nodes in Gauteng.
3. TERMS OF THE ACQUISITION
3.1. Equites will be acquiring the property for a purchase price of R180 000 000, (exclusive of VAT) which equates to a
price of R840.60 per square metre;
3.2. On the date of transfer of the property (“effective date”), Equites will pay an amount of R117 518 050 in cash, to the
sellers as follows:
3.2.1. an amount equal to R91 165 798,60 minus a pro-rata portion of the costs of implementing certain
infrastructural services to the Lord Trust (the “Portion 73 consideration”); and
3.2.2. an amount equal to R26 352 260,40 minus a pro-rata portion of the costs of implementing certain
infrastructural services to the Lord Trust as part payment in cash to the Lord Trust for the Remaining Extent
of Portion 53 (the “Remaining Extent of Portion 53 consideration”).
3.3. In addition to the Portion 73 consideration and the Remaining Extent of Portion 53 consideration, the balance of the
purchase consideration will be settled on the effective date by way of the allotment and issue to each of the Lord Trust
and to KH, credited as fully paid, of such number of Equites shares which, calculated at the volume weighted average
traded price of an Equites share on the JSE for the 30 days immediately preceding the effective date, have an
aggregate value equal to R62 481 950 to be apportioned as follows:
3.3.1. R9 218 648,36 to the Lord Trust in respect of the Remaining Extent of Portion 53 consideration; and
3.3.2. R53 263 301,64 to KH in settlement of the purchase price for the Remaining Extent of Portion 43.
3.4. The sale of the property will constitute one indivisible transaction.
3.5. The sellers shall be obliged to implement and complete the outstanding infrastructural services on the property as
soon as is reasonable possible after the date of signature of the acquisition agreement.
3.6. The agreement governing the acquisition provides for warranties and indemnities that are standard for acquisitions of
this nature.
4. CONDITIONS PRECEDENT
The acquisition remains subject to the fulfilment or waiver, as the case may be, of the following conditions:
4.1. by no later than 31 August 2015, each of the sellers’ shareholders approving the acquisition in accordance with the
provisions of sections 112 and 115 of the Companies Act, 2008 to the extent required, and the sellers delivering
written notice of such approval to Equites;
4.2. by no later than 15 September 2015 Equites obtaining any requisite regulatory consents pursuant to the conclusion of
the acquisition;
4.3. by no later than 15 September 2015, Equites delivering a written notice to the sellers confirming that:
4.3.1. it is satisfied with the results of the due diligence investigation conducted in respect of the property; and
4.3.2. the board of directors of Equites has approved the acquisition.
4.4. by no later than 31 March 2016, the sellers obtaining certain outstanding development approvals;
5. CATEGORISATION OF THE ACQUISITION
The acquisition is classified as a Category 2 transaction in terms of the JSE Listings Requirements. Accordingly it is not
subject to approval by Equites shareholders.
27 August 2015
Corporate advisor and sponsor
Java Capital
Date: 27/08/2015 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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