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Announcement Regarding the Acquisition of Five Properties
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion Real Estate" or “the company”)
ANNOUNCEMENT REGARDING THE ACQUISITION OF FIVE PROPERTIES
BACKGROUND
Shareholders are advised of the acquisition of five properties, namely Stands 555 & 556
Halfway House Extension 85, Midrand, Johannesburg, Gauteng (“Stands 555 & 556”), Erf 1822
Phalaborwa Extention 1, Limpopo (“Erf 1822”) and Portion 2 of Stand 3183 Bloemfontein, Free
state (“Stand 3183”), Portions 5 and 6 of Stand 880 Bloemfontein, Free State (“Stand 880”)
and Stands 3059, 3080 and RE of 3087 North End, Nelson Mandela Bay, Eastern Cape
(“Stands 3059, 3080 and RE of 3087”) (together the “Acquisitions”) as a going concern by
Orion Real Estate (“the Purchaser”) from Zephan Properties Proprietary Limited (“the Seller”).
The shareholders of Zephan Properties is the N. Georgiou Trust. The Seller is not a related party
to Orion Real Estate. The effective date of the Acquisitions will be the date of transfer of the
respective properties into the name of the Purchaser.
RATIONALE FOR THE ACQUISITIONS
Orion Real Estate continually evaluates its property portfolio and seeks to maximise its return
to its shareholders. These Acquisitions are in line with this strategy.
STANDS 555 & 556 - TERMS OF THE ACQUISITION
Purchase Price
The total consideration for the Acquisition of the properties is R24 750 000 exclusive of VAT at
0%, of which R4 950 000 will be payable in cash with the balance of R19 800 000 through the
issue of 20 914 757 Orion shares at R0.9467 (94.67 cents) per share.
If VAT becomes payable at a rate other than 0%, the agreement will immediately be
cancelled without a claim against the other party.
The cash price shall be paid against registration of transfer of the Property into the name of
the Purchaser. This will be secured by way of a guarantee/s.
The Subscription Price will be paid with effect on the Transfer Date.
Description of Property
The property is Stands 555 & 556 Halfway House Extension 85, Midrand, Johannesburg,
Gauteng and is known as Pennylane Motozone. The property is a commercial property.
Property specific information is detailed below:
PROPERTY NAME ADDRESS LOCATION SECTOR
Pennylane Motozone Stands 555 & 556 Midrand, Commercial
Halfway House Johannesburg,
Extension 85 Gauteng
PROPERTY
VALUATION
WEIGHTED AVERAGE TENANT DATED
RENTABLE AREA NET RENTAL PER M2 PROFILE APRIL 2017
2619m2 R90.20 - Motozone (Pty) R22 500 000
Ltd
STAND ERF 1822 - TERMS OF THE ACQUISITION
Purchase Price
The total consideration for the Acquisition of the property is R14 000 000 exclusive of VAT at
0%, of which R2 800 000 will be payable in cash with the balance of R11 200 000 through the
issue of 11 830 569 Orion shares at R0.9467 (94.67 cents) per share.
If VAT becomes payable at a rate other than 0%, the agreement will immediately be
cancelled without a claim against the other party.
The cash price shall be paid against registration of transfer of the Property into the name of
the Purchaser. This will be secured by way of a guarantee/s.
The Subscription Price will be paid with effect on the Transfer Date.
Description of Property
The property is Erf 1822 Phalaborwa Extension 1, Limpopo and is known as Eskom
Phalaborwa.
PROPERTY NAME ADDRESS LOCATION SECTOR
Eskom Phalaborwa Erf 1822 Phalaborwa Commercial
Extension 1
Limpopo
PROPERTY
VALUATION
WEIGHTED AVERAGE TENANT DATED
RENTABLE AREA NET RENTAL PER M2 PROFILE APRIL 2017
1000m2 R120 - Eskom R9 800 000
STAND 3183 - TERMS OF THE ACQUISITION
Purchase Price
The total consideration for the Acquisition of the property is R9 500 000 exclusive of VAT at 0%,
of which R1 900 000 will be payable in cash with the balance of R7 600 000 through the issue
of 8 027 886 Orion shares at R0.9467 (94.67 cents) per share.
If VAT becomes payable at a rate other than 0%, the agreement will immediately be
cancelled without a claim against the other party.
The cash price shall be paid against registration of transfer of the Property into the name of
the Purchaser. This will be secured by way of a guarantee/s.
The Subscription Price will be paid with effect on the Transfer Date.
Description of Property
The property is Portion 2 of Stand 3183 Bloemfontein, Free State and is known as Ashley Panel
Shop.
PROPERTY NAME ADDRESS LOCATION SECTOR
Ashley Panel Shop Portion 2 of Stand 3183 Bloemfontein, Commercial
Free State
PROPERTY
VALUATION
WEIGHTED AVERAGE TENANT DATED
RENTABLE AREA NET RENTAL PER M2 PROFILE APRIL 2017
3832m2 R18.50 - Ashley R10 000 000
Panelbeaters
(Pty) Ltd
STAND 880 - TERMS OF THE ACQUISITION
Purchase Price
The total consideration for the Acquisition of the property is R5 500 000 exclusive of VAT at 0%,
of which R1 100 000 will be payable in cash with the balance of R4 400 000 through the issue
of 4 647 724 Orion shares at R0.9467 (94.67 cents) per share.
If VAT becomes payable at a rate other than 0%, the agreement will immediately be
cancelled without a claim against the other party.
The cash price shall be paid against registration of transfer of the Property into the name of
the Purchaser. This will be secured by way of a guarantee/s.
The Subscription Price will be paid with effect on the Transfer Date.
Description of Property
The property is Portions 5 and 6 of Stand 880 Bleomfontein, Free State and is known as Midas
Bloemfontein.
PROPERTY NAME ADDRESS LOCATION SECTOR
Midas Bloemfontein Portions 5 and 6 of Bloemfontein, Commercial
Stand 880 Free State
PROPERTY
VALUATION
WEIGHTED AVERAGE TENANT DATED
RENTABLE AREA NET RENTAL PER M2 PROFILE APRIL 2017
771m2 R53.75 - Pinnacle Power R5 700 000
Sport
STAND 3059, 3080 and RE of 3087 - TERMS OF THE ACQUISITION
Purchase Price
The total consideration for the Acquisition of the property is R17 000 000 exclusive of VAT at
0%, of which R3 400 000 will be payable in cash with the balance of R13 600 000 through the
issue of 14 365 691 Orion shares at R0.9467 (94.67 cents) per share.
If VAT becomes payable at a rate other than 0%, the agreement will immediately be
cancelled without a claim against the other party.
The cash price shall be paid against registration of transfer of the Property into the name of
the Purchaser. This will be secured by way of a guarantee/s.
The Subscription Price will be paid with effect on the Transfer Date.
Description of Property
The property is Stands 3059, 3080 and RE of 3087 North End, Nelson Mandela Bay, Eastern
Cape and is known as University of PE.
PROPERTY NAME ADDRESS LOCATION SECTOR
University of PE Stands 3059, 3080 and Nelson Mandela Commercial
RE of 3087 North End Bay,
Eastern Cape
PROPERTY
VALUATION
WEIGHTED AVERAGE TENANT DATED
RENTABLE AREA NET RENTAL PER M2 PROFILE APRIL 2017
8500m2 R15.28 - Kings Student R21 900 000
Accommodation
- Dept of Public Works
CONDITIONS PRECEDENT AND DOCUMENTATION FOR THE ACQUISITIONS
The Acquisition is subject to a number of conditions precedent, including inter alia, the
following:
- The procurement by the Purchaser of a loan in the amount equal to the cash price by no
later than 12 April 2018;
- The Purchaser conducts a due diligence investigation regarding the condition or quality
of the Leases by no later than 23 March 2018;
- The Seller conducts a due diligence investigation in respect of the Purchaser by no later
than 23 March 2018;
- To the extent necessary, the Purchaser obtaining approval for the purchase of the
Property as contemplated in terms of the Competition Act, No 89 or 1998, if necessary;
- To the extent necessary, JSE approval is obtained by no later than 15 April 2018;
- To the extent necessary, all regulatory approvals are obtained within 120 days from
procurement of the loan;
- Approval of the purchase of the Property by the Board of Directors of the Purchaser by
no later than 31 March 2018; and
- Approval of the sale of the Property by the Board of Directors and shareholders, if
necessary, of the Seller by no later than 31 March 2018.
CLASSIFICATION OF THE TRANSACTIONS
The Acquisitions are classified as a Category 2 transaction, and thus will not require
shareholder approval.
FINANCIAL INFORMATION
The purchase consideration for the Acquisitions, totalling R70 750 000 is considered to be
approximate valuation of the properties acquired.
The net rental received on the properties amounts to R598 447 per month, excluding VAT.
Transaction fees of not more than 4% of the purchase consideration will be payable on the
fulfilment of the Conditions Precedent.
No material additional costs are expected to be incurred.
WARRANTIES
The normal warranties are in place for acquisitions of this nature.
By order of the Board
20 March 2018
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 20/03/2018 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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