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VALUE GROUP LIMITED - Small Related Party Transactions

Release Date: 21/06/2021 16:42
Code(s): VLE     PDF:  
Wrap Text
Small Related Party Transactions

Value Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1997/002203/06
Share code: VLE
ISIN code: ZAE000016507
(“Value” or “the Group”)


SMALL RELATED PARTY TRANSACTIONS


1.     Introduction, rationale and salient terms

       Value is an integrated logistics service provider. Services are conducted throughout South Africa utilising its
       infrastructure, incorporating its logistics premises, which are critical in conducting its operations.

       Shareholders of Value are advised that Value Logistics Limited (a wholly owned subsidiary of Value) (“the Lessee”)
       has entered into the following triple nett lease agreements (“the Leases”) with various property companies
       represented by Mr Steven Gottschalk (a director of Value), in respect of the following:

1.1     Related party property owning company:          Lougot Property Investments (Pty) Ltd
        Property description:                           Erf 18951 East London, Buffalo City Metropolitan Municipality,
                                                        situated at 10 Quadrant Road, Woodbrooke, East London
       Lease commencement date:                         1 May 2021
       Lease expiry date:                               30 April 2023
       Lease period:                                    2 years
       Monthly rental (excluding VAT):                  R284 000.00
       Annual escalation rate:                          6% on 1st of May 2022
       The Lease is not subject to the fulfilment of any conditions precedent.

1.2     Related party property owning company:          Lougot Property Investments (Pty) Ltd
        Property description:                           Workshop building and associated areas situated on Erf 342,
                                                        Isando Extension 1, Kempton Park, Johannesburg Gauteng
                                                        Province, situated at No. 2 Anvil Road, Isando, Ext. 1)
       Lease commencement date:                         1 February 2021
       Lease expiry date:                               31 January 2024
       Lease period:                                    3 years
       Monthly rental (excluding VAT):                  R179 000.00
       Annual escalation rate:                          6,5% on 1st of February 2022
       The Lease is not subject to the fulfilment of any conditions precedent.

1.3     Related party property owning company:          Lougot Property Investments (Pty) Ltd
        Property description:                           Administration offices and associated areas situated on Erf 342,
                                                        Isando Extension 1, Kempton Park, Johannesburg Gauteng
                                                        Province, situated at No. 2 Anvil Road, Isando, Ext. 1)
       Lease commencement date:                         1 February 2021
       Lease expiry date:                               No expiry date
       Lease period:                                    Month to month from commencement date, subject to 1 calendar
                                                        month’s written notice of termination.
       Monthly rental (excluding VAT):                  R114 000.00
       Annual escalation rate:                          6,5% on 1st of February 2022
       The Lease is not subject to the fulfilment of any conditions precedent.

1.4     Related party property owning company:          Future Indefinite Investments 180 (Pty) Ltd
        Property description:                           Erf 3781 Pomona Extension 113, Ekurhuleni Metropolitan
                                                        Municipality and Remainder of Portion 681 of Farm Rietfontein
                                                        31, IR, Greater East Rand Metropolitan Municipality, situated at
                                                        681 7th Avenue, Pomona
       Lease commencement date:                         1 February 2021
       Lease expiry date:                               31 January 2024
       Lease period:                                    3 years
       Monthly rental (excluding VAT):                  R315 379.86 (1 February 2021 to 31 July 2021)
                                                        R449 000.00 (1 August 2021 to 31 January 2022)
       Annual escalation rate:                          6,5% on 1st of February 2022
       The Lease is not subject to the fulfilment of any conditions precedent.

1.5   Related party property owning company:           471 Church Street (Pty) Ltd
      Property description:                            Erf 285, Crown Extension 8, Registration Division I.Q., Gauteng
                                                       Province, situated at 11 Lepus Road, Crown Extension 8, West
                                                       Rand)
      Lease commencement date:                         1 March 2021
      Lease expiry date:                               28 February 2022
      Lease period:                                    12 months
      Monthly rental (excluding VAT):                  R106 000.00
      Annual escalation rate:                          Not applicable
      The Lease is not subject to the fulfilment of any conditions precedent.

2.    Related party considerations

      The JSE Limited (“JSE”) has ruled that the Leases are deemed to be related party transactions in terms of the JSE
      Listings Requirements as a consequence of Mr Gottschalk being a director of Value and the Lessee and furthermore,
      as a result of Mr Gottschalk indirectly owning more than 20% of the shares in Value.

      The estimated aggregated rental value (assuming annual escalations are applied for the full lease period) amounts
      to R32 284 118.76. The aforementioned Leases will therefore be deemed “small related party transactions” in terms
      of Section 10.7 of the JSE Listing Requirements.

      The board of directors of Value (“the Board”) is required to provide the JSE with written confirmation from an
      independent professional expert confirming that the terms of the Leases are fair insofar as Shareholders are
      concerned.

      Mazars Corporate Finance Proprietary Limited has been appointed as the independent professional expert by the
      Board and provided the Board with fairness opinions with regard to the Leases (“Fairness Opinions”) in which they
      have advised the Board that they believe that the terms of the Leases are fair to Shareholders.

      The Fairness Opinions will be accessible for inspection on Value’s website at https://value.co.za/fairness-opinions/
      for a period of 28 (twenty eight) days from the date of this announcement.


Johannesburg

21 June 2021
Sponsor:
Investec Bank Limited

Independent Expert:
Mazars Corporate Finance (Pty) Ltd

Date: 21-06-2021 04:42:00
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