TREMATON CAPITAL INVESTMENTS LIMITED - Acquisition of Riverside Mall, Rondebosch and withdrawal of cautionary announcement

Acquisition of Riverside Mall, Rondebosch and withdrawal of cautionary announcement

Trematon Capital Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1997/008691/06
Share code: TMT
ISIN: ZAE000013991
("Trematon" or "the company")

ACQUISITION OF RIVERSIDE MALL, RONDEBOSCH AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT

1.    Introduction

Shareholders of Trematon (“Shareholders”) are referred to the cautionary
announcement dated 5 May 2021 and are advised that Trematon via its 60% held
subsidiary, ARIA Property Group (Proprietary) Limited (“ARIA”), a commercial property
investment company, has on 19 May 2021 entered into an agreement in terms of which
it has acquired Riverside Mall in Rondebosch, Cape Town from Redefine Properties
Limited (“the Acquisition”).

2.    Details of the subject matter.

In terms of the Acquisition ARIA has acquired the property situated at the Remaining
Extent of Erf 113370, Rondebosch, Cape Town, Western Cape Province, in extent 7413
square meters held under Title Deed T68949/2010 together with the buildings and
improvements thereon and the property letting enterprise conducted therein as a going
concern (collectively “the Property”).

The Property is situated in the established Cape Town southern suburbs node of
Rondebosch and has an engaged and loyal shopper base. A newly upgraded Checkers
anchors the centre which trades alongside tenants including, inter alia, Vitacare
Pharmacy, PostNet, Crazy Store, Standard Bank, FNB and ABSA.

3.    Rationale for the Acquisition.

Trematon is an investment-holding company that invests in assets and businesses
which management believes have the potential to achieve the group’s targeted internal
rates of return. ARIA’s business entails the ownership and management of retail,
industrial and commercial properties to earn rental income and generate long-term
capital growth.

ARIA identified the acquisition as an appropriate investment that falls within the scope
of its investment mandate, which is to acquire and in-house asset manage high quality
commercial property assets located within the greater Western Cape.
                                                                                         2
4.     Terms of the acquisition

4.1    The vendors

The vendor is Redefine, a Real Estate Investment Trust (“Vendor”), listed on the JSE
Limited (“JSE”).

The Vendor is not a related party in terms of the Listings Requirements of the JSE.

4.2    Purchase consideration

The purchase price for the Property is an amount of R126 100 000, payable by ARIA
to the Vendor in cash on the effective date, being the date of transfer of the Property to
ARIA, as defined in paragraph 5 below.

As a 60% shareholder in ARIA, Trematon’s investment in the Property amounts to 60%
of the purchase price (“Purchase Consideration”).

The Purchase Consideration will be funded by the company by means of bank debt.

4.3    Conditions Precedent

The acquisition is subject to the following outstanding condition precedent within 120
days from date of signature of the Acquisition agreement:

4.3.1 Approval of the Acquisition by the Competition Commission in terms of the
Competition Act, Act 89 of 1998.

5.     Effective date

The effective date of the Acquisition is the date of transfer of the Property and is
expected to be on or about 1 September 2021.

In terms of the Acquisition, in the event of any delay of the transfer of the Property as a
result of any act or omission by ARIA, to a date after 1 September 2021, the Purchase
Consideration will escalate by 0.65 percent per month.

6.     Contractual undertakings

The Acquisition includes reciprocal contractual terms usual for a transaction of this
nature, including those relating to warranties, indemnities and interim-period
undertakings.

7.     Value of the net assets and profits attributable to the Property

The Property was valued at R110 000 000 in the interim results of the Vendor at 28
February 2021.                                                                                   3

The profit attributable to the Property for the 6-months ended 28 February 2021 was
R5 225 748.

8.    Withdrawal of the cautionary announcement

 Having regard to the information published in this announcement caution is no longer
required by Shareholders when dealing in their securities.


9.    Categorisation

This announcement is published in terms of the JSE Listings Requirements as the
Acquisition constitutes a category 2 transaction for Trematon.


21 May 2021

Cape Town

Sponsor

Sasfin Capital
a member of the Sasfin Group

Date: 21-05-2021 02:00:00
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.