Wrap Text
Acquisition of Properties
Oasis Crescent Property Fund
A property fund created under the Oasis Crescent
Property Trust Scheme registered in terms of the
Collective Investment Schemes Control Act (Act 45 of 2002)
having REIT status with the JSE Limited
Share code: OAS
ISIN: ZAE000074332
(“OCPF” or “the Fund”)
ACQUISITION OF PROPERTIES
1. INTRODUCTION
1.1. Unitholders are advised that the Fund entered into an agreement with Oasis Crescent Fund Trust
(“OCFT”) on or about 9 September 2015, in terms of which the Fund will purchase (“Victoria Road
Acquisition”) the property known as 265 Victoria Road, consisting of Remainder Erf 16335 Cape Town at
Salt River in extent approximately 1 916m² and Erf 16336 Cape Town at Salt River in extent
approximately 1 983m² held under title deed T14527/2014 and situated at 9 Aubrey Street, Salt River,
Cape Town and 265 Victoria Road, Salt River, Cape Town, together with the improvements thereon
(collectively, “265 Victoria Road”). The total purchase price for 265 Victoria Road is R24 million,
which includes VAT at the rate of 0%.
1.2. The Fund also entered into an agreement with Oasis Crescent Property Company Proprietary Limited
(“OCPC”) on or about 9 September 2015, in terms of which the Fund will purchase (“Milner Road
Acquisition”) the property known as 24 Milner Road, consisting of Erf 6169 Milnerton in extent
approximately 1 338m² held under title deed T5314/2008 and situated at 24 Milner Road, Metro
Industrial, Paarden Eiland, Cape Town, together with the improvements thereon (“24 Milner Road”). The
total purchase price for 24 Milner Road is R18.5 million, which includes VAT at the rate of 0%.
1.3. In terms of each acquisition agreement, possession of such Property shall be given and taken by the
Fund on 1 October 2015 (“Possession Date”) from which date the Fund shall be entitled to every
benefit arising from such Property and from which date such Property shall be held by the Fund at its
risk and the Fund shall be responsible for and shall pay all rates and taxes and other expenses
relating to such Property.
1.4. The Victoria Road Acquisition and the Milner Road Acquisition are hereafter referred to as the
“Acquisitions”, OCFT and OCPC are referred to as the “Sellers” and 265 Victoria Road and 24 Milner
Road are referred to as the “Properties”.
2. RATIONALE FOR THE ACQUISITIONS
2.1. The acquisition of the Properties is firmly in line with the overall investment strategy of the Fund.
The Properties are good quality assets and will add value to the portfolio. The Properties have
location advantages, have been materially upgraded or have development potential.
3. PURCHASE PRICE
3.1. The purchase price for each Acquisition will be settled by the Fund on the date immediately following
the next record date in regard to any distribution of the Fund, that occurs after the date on which
such Property is transferred into the name of the Fund (“Payment Date”).
3.2. The purchase price for each Acquisition will be settled by the Fund through the issue of units to
OCFT (in the case of the Victoria Road Acquisition) and to OCPC (in the case of the Milner Road
Acquisition), such units to be issued on the respective Payment Date for each such Acquisition.
3.3. In both Acquisitions, the units will be issued to OCFT and OCPC at a 5% discount to the net asset
value of the Fund on 31 August 2015.
4. RELATED PARTIES
4.1. OCFT and OCPC are related parties of the Fund in terms of the JSE Listings Requirements.
4.2. Both the ratio of the aggregate purchase price for the Acquisitions to the Fund’s market
capitalisation (as referred to in paragraph 9.6(a) of the JSE Listings Requirements) and the dilution
in the Fund as a result of the issue of new units set out above (as referred to in paragraph 9.6(b)
of the JSE Listings Requirements), is less than 10%, and this announcement is therefore made in terms
of paragraph 21.11(c) of the JSE Listings Requirements.
5. SUSPENSIVE CONDITIONS
5.1. Each Acquisition is subject to the fulfilment, by no later than 15 September 2015, of the following
suspensive conditions:
5.1.1. the Fund obtaining, in writing, such approvals from the JSE as may be required (if any) in respect
of the proposed purchase, save for the JSE’s approval of the listing of the units to be issued by
the Fund to the Sellers in terms of paragraph 3.2 above, which approval will only be obtained after
the date set out in paragraph 5.2 below;
5.1.2. the Fund obtaining, in writing, the necessary approvals and confirmations from the trustee of the
Fund in regard to the proposed issuing of units referred to in paragraph 3.2 above; and
5.1.3. the Competition Commission granting approval, in writing, for the transaction, should the
transaction require approval.
5.2. In each Acquisition, the suspensive conditions are inserted for the benefit of the Fund and the Fund
shall, to the extent legally capable of being waived, have the sole election to waive any suspensive
condition that is not fulfilled by 15 September 2015 or such later date as the parties to that
Acquisition agree to in writing.
6. SIGNIFICANT TERMS
6.1. The Fund has received limited warranties from each Seller.
6.2. Should the Fund wish to sell, transfer, alienate or otherwise dispose of a Property or any portion
thereof, the Fund shall first offer that Property (or portion of that Property) to the Seller from
whom it purchased such Property. The Fund’s offer shall stipulate the cash price at which the Fund
wishes to sell the Property (or portion of the Property).
6.3. The Fund has granted each Seller an irrevocable call option (“Call Option”), which may be exercised
by such Seller at any time on written notice to the Fund (“Option Exercise Notice”), in terms of
which the Fund shall be obliged to sell and the Seller shall be obliged to purchase the relevant
Property (or portion of that Property) on the terms and conditions contained in the relevant
Acquisition agreement mutatis mutandis, save that the purchase price shall be the fair market value
thereof as at the date of the Option Exercise Notice. Notwithstanding anything to the contrary, the
purchase price of the relevant Property shall be limited so as to not result in any of the percentage
ratios in paragraph 9.6 of the JSE Listings Requirements exceeding 9.99% in respect of the Fund,
provided that such percentage ratio of 9.99% may be exceeded where the sale of the relevant Property
pursuant to the exercise of the Call Option by the relevant Seller is subject to the approval of the
Fund’s unitholders (to the extent that such approval may be required under the JSE Listings
Requirements).
7. PROPERTY SPECIFIC INFORMATION RELATING TO THE PROPERTIES
Property Location Sector Rentable Average Vacancy Purchase Value
area rental by price of of
per m2 rentable property property
area
m2 R m2 Rm Rm
265 Victoria Cape Town, Retail/ 3 094 37.87 465 24.0 24.0
Road WC Industrial
24 Milner Cape Town, Retail/ 1 733 77.38 zero 18.5 18.5
Road WC Office
Notes:
(i) The costs associated with the Victoria Road Acquisition are estimated at R111 291, while those
associated with the Milner Road Acquisition are estimated at R93 108.
(ii) The purchase price payable in respect of the Properties is considered to be their fair market
value, as determined by independent estate agents which formed the bases for valuation used by
the directors. The directors of Oasis Crescent Property Fund Managers Limited (“OCPFM”) 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.
8. FORECAST FINANCIAL INFORMATION OF THE ACQUISITIONS
The forecast financial information relating to the Acquisitions for the financial periods ending 31
March 2016 and 31 March 2017 is set out below. The forecast financial information has not been
reviewed or reported on by a reporting accountant in terms of Section 8 of the JSE Listings
Requirements and is the responsibility of the directors of OCPFM.
Description Forecast for the Forecast for the
6 months ending year ending
31 March 2016 31 March 2017
R’000 R’000
265 Victoria Road
Rental and related income 1 364 3 028
Net rental income 722 1 640
Operational net income 596 1 377
Net profit after tax 596 1 377
Earnings available for distribution 596 1 377
Notes:
1. The forecast net rental income reflects the net income after collection of fee costs,
based on the aggregate of contractual net rentals and contractual recoveries.
2. The forecast information for the 6 months ending 31 March 2016 and for the year ending 31
March 2017 has been calculated from the possession date of the Property by the Fund, being
1 October 2015.
3. The forecast information is based on the assumption that the rentable area of 2 849m2 that
is either vacant or comes up for renewal over the next 18 months is let at market related
rentals or renewed at the current escalations in the lease agreements which range between
7% and 10%.
4. Uncontracted rental income comprises 14% and 15% in respect of 265 Victoria Road, of the
total forecast rental and related income for the periods ending 31 March 2016 and 31 March
2017 respectively.
5. The consideration for the Acquisition is to be settled by the issue of units and the
Fund does not incur tax.
6. The transaction will not be yield dilutionary and due to its size, the impact on earnings
available for distribution will not be significant.
24 Milner Road
Rental and related income 1 047 2 199
Net rental income 819 1 708
Operational net income 791 1 630
Net profit after tax 791 1 630
Earnings available for distribution 791 1 630
Notes:
1. The forecast net rental income reflects the net income after collection of fee costs,
based on the aggregate of contractual net rentals and contractual recoveries.
2. The forecast information for the 6 months ending 31 March 2016 and for the year ending 31
March 2017 has been calculated from the possession date of the Property to the Fund, being
1 October 2015.
3. The forecast information is based on the assumption that the rentable area of 821m2 that
comes up for renewal over the next 18 months is let at market related rentals or renewed at
the current escalations in the lease agreements which range between 7% and 8%.
4. Uncontracted rental income comprises 0% and 0% in respect of 24 Milner Road, of the total
forecast rental and related income for the periods ending 31 March 2016 and 31 March 2017
respectively
5. The consideration for the Acquisition is to be settled by the issue of units and the
Fund does not incur tax.
6. The transaction will not be yield dilutionary and due to its size, the impact on earnings
available for distribution will not be significant.
9 September 2015
Cape Town
Designated Adviser
PSG Capital Proprietary Limited
Date: 09/09/2015 05:23:00 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 
