Wrap Text
Update on the Disposal of a Portfolio of Property Assets
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REA ISIN: ZAE000240552
JSE share code: REB ISIN: ZAE000201687
Alpha code: REBI
(Approved as a REIT by the JSE)
("Rebosis" or "the Company")
UPDATE ON THE DISPOSAL OF A PORTFOLIO OF PROPERTY ASSETS
Shareholders are referred to the announcement released on SENS on 21 October 2021 (the "21 October Announcement"), wherein
the Company advised that it, together with its wholly-owned subsidiary Ascension Properties Limited (collectively the "Rebosis
Group"), had concluded agreements ("Transaction Agreements") with Ulricraft Proprietary Limited (the "Purchaser"), in terms
of which the Purchaser will acquire from the Rebosis Group the portfolio of rental enterprises (and accompanying immovable
properties) ("Rental Enterprises") ("Sale Portfolio") as described in the 21 October Announcement, as a going concern and for
an aggregate cash consideration of R6 319 099 000 (the "Transaction").
Shareholders were further advised that the Transaction was entered into subject to certain conditions precedent, one of which being
that the Purchaser must confirm in writing to the Rebosis Group that it is satisfied with the outcome of the due diligence investigation
being undertaken by it in respect of the Sale Portfolio before 11 March 2022. The Transaction Agreements made provision for an
individual estimated NOI ("Individual Estimated NOI") in respect of each of the Rental Enterprises in the Sale Portfolio. This
value was calculated, initially, as an amount equal to the agreed individual purchase price ("Individual Purchase Price")
attributable to that Rental Enterprise multiplied by 9.5% (being the agreed yield at which the Sale Portfolio is to be sold in terms of
the Transaction). An upward change to the the Individual Estimated NOI of any Rental Enterprise will cause an upward change to
the Individual Purchase Price attributed to each Rental Enterprise, and vice versa.
The written notice of the Purchaser's satisfaction with the outcome of the due diligence investigation has been issued to the Rebosis
Group timeously, and has been countersigned by the Rebosis Group, thus indicating that it recognises the fulfilment of the applicable
condition precedent.
The Transaction Agreements include provisions in terms of which, during the due diligence investigation period, the Parties may
agree to exclude certain Rental Enterprises from the Sale Portfolio or agree on adjusted Individual Purchase Prices for certain Rental
Enterprises ("Reduction Rights"). In accordance with these Reduction Rights, the Parties have agreed that the Transaction shall be
implemented on the basis that the Purchaser shall acquire from the Rebosis Group the Sale Portfolio of Rental Enterprises, which
Sale Portfolio has been reduced through the removal of 11 Rental Enterprises (the "Revised Sale Portfolio") (as outlined more fully
below) as a going concern, for an aggregate cash consideration of R3 354 852 709 (the "Revised Purchase Consideration") at a
blended yield of 9.4%.
During the due diligence investigation the sale of certain Rental Enterprises comprising the Sale Portfolio ("Conditional
Enterprise(s)") was also made conditional upon the fulfilment by a specific date ("Fulfilment Date") of certain conditions in
respect of each such Conditional Enterprise. If any condition stipulated by the Purchaser in respect of a Conditional Enterprise has
not been fulfilled before the relevant Fulfilment Date, the Purchaser is entitled, at its discretion, to waive the requirement to fulfil
that condition and may request that the Conditional Enterprise be included in the Portfolio once again, failing which such Conditional
Enterprise will be excluded from the Transaction. The Revised Sale Portfolio details are outlined below:
Rebosis Sale Portfolio:
Property name Valuation (R)* Revised Individual Revised Individual Conditional/
Estimated NOI Purchase Price unconditional
OFFICE SECTOR
Victoria Mxenge, Gauteng 570 000 000 65 463 522 727 372 467 Unconditional
124 Main Street, Gauteng 338 000 000 31 772 807 353 031 189 Conditional
Bank of Lisbon, Gauteng 152 000 000 15 858 025 166 926 575 Unconditional
18 Rissik Street, Gauteng 196 000 000 18 686 928 207 632 533 Unconditional
Arbour Square, Gauteng 89 000 000 7 404 817 74 048 170 Unconditional
Revenue Building, Kwa-Zulu Natal 92 200 000 10 048 076 111 645 289 Unconditional
64 Eloff Street, Gauteng 65 000 000 6 200 981 68 899 789 Unconditional
SASSA Campus, North-West 160 000 000 12 592 695 125 926 950 Conditional
Antalis, Gauteng 108 000 000 9 353 038 93 530 380 Unconditional
Total Rebosis Portfolio 1 770 200 000 177 380 889 1 929 013 342
* the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered
as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.
Ascension Sale Portfolio:
Property name Revised Individual Revised Individual Conditional/
Valuation (R)* Estimated NOI Purchase Price unconditional
OFFICE SECTOR
VWL Building, Gauteng 263 000 000 21 058 702 233 985 578 Unconditional
Prorom, Mpumalanga 84 000 000 7 023 466 78 182 956 Conditional
Spectrum, Western Cape 119 000 000 7 945 030 79 450 300 Unconditional
Sigma Building, Western Cape 46 000 000 4 091 272 45 458 578 Unconditional
174 Visagie Street, Gauteng^ 253 000 000 25 496 808 254 968 080 Conditional
238 Roan Crescent, Gauteng 113 000 000 9 787 652 97 876 520 Unconditional
373 Pretorius Street, Gauteng^ 165 000 000 17 649 454 176 494 540 Conditional
Kingfisher, Gauteng 13 800 000 1 124 382 10 221 655 Unconditional
Meyersdal, Gauteng 56 000 000 4 398 953 39 990 482 Unconditional
Mishumo House, Gauteng 66 500 000 5 957 680 59 576 800 Conditional
NBC, Gauteng^ 130 000 000 13 518 504 122 895 491 Conditional
Surrey House, Gauteng 202 000 000 20 406 455 226 738 389 Unconditional
Total Ascension Portfolio 1 511 300 000 138 471 358 1 425 839 367
Total Portfolio 3 281 500 000 315 852 247 3 354 852 709
* the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered
as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.
^ these properties are in the process of being converted to student accommodation and, as such, are vacant currently.
The Revised Sale Portfolio and Revised Purchase Consideration have been agreed to in order to procure that the Transaction may
close more expeditiously as this equates to a lower quantum of equity required by the Purchaser. Further, the Purchaser has indicated
its willingness to proceed with the acquisition of the balance of the assets (the excluded Rental Enterprises) subject to a capital raise
and the fulfilment of certain other conditions.
The Transaction Agreements also provide that the Transaction is subject to a further condition precedent requiring the Purchaser to
obtain finance before 22 April 2022 in the amount of the Revised Purchase Consideration agreed between the parties. The Company
will be able to confirm the fulfilment of this condition precedent in due course.
25 March 2022
Transaction sponsor
Java Capital
Date: 25-03-2022 03:40:00
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