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Proposed disposal of properties
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/003468/06)
JSE share codes:
REA ISIN: ZAE000240552
REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or ”the Company”)
PROPOSED DISPOSAL OF PROPERTIES
1. INTRODUCTION
Shareholders are hereby advised that the Company, through its wholly-owned subsidiary,
Ascension Properties Limited ("the Seller"), concluded a sale agreement ("the Agreement")
with Boxwood Property Investment Fund ("the Purchaser"), on 10 May 2018. In terms of the
Agreement, the Purchaser will acquire the property letting enterprises in respect of the
properties known as 14 Long Street, 45 on Castle, Bergstan Building, Matrix Building, Nedbank
Building and Rebosis House (the “Properties”) for an aggregate consideration of R888 000 000
(inclusive of VAT at zero percent) (the “Disposal”).
2. THE DISPOSAL
2.1. Rationale
The disposal of office buildings forms part of the Company’s strategy to be a retail focused
fund and to reduce the Company’s gearing in line with the road-map outlined in the interim
results announcement released on the Stock Exchange News Service on 8 May 2018. The
proceeds of the Disposal will be used to reduce the existing debt of the Company.
2.2. The Disposal consideration
In terms of the Agreement, the aggregate Disposal consideration for the Properties is
R888 000 000, which amount is inclusive of VAT at the rate of 0% (“Aggregate Disposal
Consideration”).
Each property to be disposed of has been allocated a purchase consideration (the “Individual
Disposal Consideration”). The payment of the Individual Disposal Consideration in respect of
each property to be disposed of shall be paid by the Purchaser to the Seller against registration
of transfer of ownership of the applicable property into the name of the Purchaser (“Transfer
Date”).
If any of the properties are not transferred into the name of the Purchaser by 30 September
2018, the Individual Disposal Consideration in respect of the property/properties in question
will escalate at a rate of 8% per annum, calculated and expressed as an effectively daily rate,
until the Transfer Date.
In respect of the Individual Disposal Consideration, the Purchaser shall furnish the Seller with
acceptable guarantees.
2.3. Effective date
The Disposal will become effective on the Transfer Date.
2.4. Warranties and other terms
The Agreement contains representations and warranties by the Seller in favour of the
Purchaser which are standard for a transaction of this nature.
Subject to such warranties, the Properties are to be disposed of “voetstoots".
The Properties are to be disposed of subject to all conditions of title, restrictions and servitudes
registered against the title deeds of the Properties.
2.5. The Properties and their related financial information
Details of the Properties are as follows:
Property name and address 45 on Castle, 45 Castle Street, Cape Town
Sector Office
Geographical location Western Cape
Rentable area (m2) 9,537m²
Weighted average rental per m2 R137,06/m²
Value attributable to the property R153 000 000
Property name and address Bergstan House, cnr Castle and Loop
Streets, Cape Town
Sector Office
Geographical location Western Cape
Rentable Area (m2) 2,838m2
Weighted average rental per m2 R107,88m2
Value attributable to the property R28 000 000
Property name and address Matrix House, cnr Strand and Bree
Streets, Cape Town
Sector Office
Geographical location Western Cape
Rentable Area (m2) 9,001m2
Weighted average rental per m2 R84,36/m2
Value attributable to the property R81 000 000
Property name and address Nedbank Centre, cnr Strand and Loop
Streets, Cape Town
Sector Office
Geographical location Western Cape
Rentable Area (m2) 5,905m2
Weighted average rental per m2 R105,24/m2
Value attributable to the property R68 000 000
Property name and address Rebosis House, 9 Riebeek Street, Cape
Town
Sector Office
Geographical location Western Cape
Rentable Area (m2) 26,245m²
Weighted average rental per m2 R93,53/m²
Value attributable to the property R444 000 000
Property name and address 14 Long Street, 14 Long Street, Cape
Town
Sector Office
Geographical location Western Cape
Rentable Area (m2) 9,975m²
Weighted average rental per m2 R102,41/m²
Value attributable to the property R124 000 000
Notes
The valuations are for a 12 months forward income from 1 September 2017 to 31 August 2018
performed by LDM Valuers on 31 August 2017.
The Properties are to be disposed of at a yield of 8,07%, which is accretive to the Company.
The proceeds of the Disposal will be utilized to settle debt at 9,50%.
3. CONDITIONS PRECEDENT
The implementation of the Disposal is subject to the fulfillment or, where applicable, waiver,
as the case may be, of the following outstanding conditions precedent:
- the Purchaser being satisfied with the outcome of its due diligence investigation in respect
of the Properties within 15 business days of signature of the Agreement;
- the Purchaser obtaining debt finance for the acquisition of 45 on Castle and Rebosis House
within 45 days of signature the Agreement. The other properties are not subject to debt
finance;
- the waiver of a right of first refusal by one tenant in respect of two buildings which it
currently occupies within 65 days of the signature of the Agreement; and
- within 70 days of signature of the Agreement, the Disposal being approved unconditionally
by the competition authorities in terms of the Competition Act, No. 89 of 1998 or, in the
event of a conditional approval, on terms acceptable to the parties to the Disposal.
4. Categorisation
The Disposal constitutes a Category 2 transaction in terms of the JSE Limited Listings Requirements.
Johannesburg
15 May 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/05/2018 02:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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