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Acquisition of Jozini Mall and Tugela Ferry Mall
FAIRVEST LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/032604/06
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
LEI: 378900E93AFC4D1CAD45
(Granted REIT status with the JSE)
("Fairvest" or the "Company" or the "Group")
ACQUISITION OF JOZINI MALL AND TUGELA FERRY MALL
1. INTRODUCTION AND RATIONALE
Shareholders are advised that on 29 October 2025, Fairvest concluded a sale of rental enterprises
agreement to acquire the rental enterprises known as Jozini Mall and Tugela Ferry Mall, two
commuter-centric leasehold retail properties located across KwaZulu-Natal, currently conducted by
Muller Group Invest Proprietary Limited, for a total purchase consideration of R674.0 million at a
blended yield of 10.17% (the "Transaction").
The Transaction is consistent with the Group's strategy of investing in retail assets servicing the
previously underserviced communities and located close to community centres and transport
networks.
2. TERMS OF THE TRANSACTION
The right, title and interest in Jozini Mall and Tugela Ferry Mall (the "Properties") are held by
Greater Atlantic Properties Proprietary Limited and Copperzone 163 Proprietary Limited,
respectively (the "Sellers") in terms of a notarial lease entered into between each of the Sellers and
Ingonyama Trust, established by section 2(1) of the KwaZulu-Natal Ingonyama Trust Act 3 of 1994
("Ingonyama Trust"), being the owner of the Properties. Muller Group Invest Proprietary Limited
holds a 51.7% beneficial interest in Greater Atlantic Properties Proprietary Limited, and a 41%
beneficial interest in Copperzone 163 Proprietary Limited through 3 private companies related to
the Muller family. The remaining interests are held by various individuals either directly or
indirectly through various corporate entities. None of the above-mentioned parties are related parties
to Fairvest.
Fairvest will acquire the rental enterprises conducted by the Sellers at the Properties (including the
tenant lease agreements, property service contracts and employment contracts) as a going concern
from the Sellers in terms of a notarial deed of cession of lease for a total purchase consideration of
R674.0 million exclusive of VAT at the rate of 0%, allocated as R399.1 million to Jozini Mall and
R274.9 million to Tugela Ferry Mall (the "Purchase Price").
The Transaction is inter-conditional and indivisible and subject to the conditions precedent set out
below.
The Purchase Price will be payable in cash, funded by third-party financing on registration of the
Notarial Deed of Cession and Lease over the Properties ("Registration Date"), being the effective
date of the Transaction. The Purchase Price will escalate at a rate of 0.5% per month calculated from
1 November 2025 to the Registration Date. Subject to the fulfilment (or waiver) of the conditions
precedent, the Registration Date is expected to occur at the end of January 2026.
3. CONDITIONS PRECEDENT
The Transaction is subject to the fulfilment (or waiver) of the following conditions precedent:
- within 20 business days from the date of signature of the Sale Agreement, Ingonyama Trust
provides written consent to the cession and assignment of the Sellers' rights and obligations
under the Notarial Deeds to Fairvest, including any reasonable requirements that may be
imposed by a third-party financier in respect of the Transaction;
- within 45 business days from the date of signature of the Sale Agreement, all approvals and
consents necessary for the conclusion and implementation of the Transaction are obtained from
the Competition Authorities; and
- within 5 business days from the date of receipt of the necessary approvals and consents from the
Competition Authorities, Fairvest furnishes the Sellers with a written guarantee or guarantees,
for the payment of the Purchaser Price.
Should any of the conditions precedent not be fulfilled within the timelines set out above, the
Agreement shall not automatically lapse but Fairvest and the Seller may, by way of written notice,
require that the condition in question be fulfilled within 14 business days after the date of issue of a
written notice, failing which the period for fulfilment or waiver of the relevant condition precedent
will expire.
4. PROPERTY SPECIFIC INFORMATION
The details of the Properties are set out in the table below:
Weighted
average
rental per m2 Purchase
Property Geographical GLA per month price Anchor
name location Sector (m 2) (R//m 2) (R) tenants
Jozini Mall Jozini, Retail 19,188 R181.29/m2 399,104,834 Shoprite
KwaZulu-
Natal
Tugela Tugela Ferry, Retail 14,853 R165.77 /m2 274,867,061 Shoprite
Ferry Mall KwaZulu-
Natal
34,041 673,971,895
The Purchase Price is considered to be the fair market value of the Properties, as determined by the
directors of the Company. The directors of the Company are not independent and are not registered
as professional valuers or as professional associate valuers in terms of the Property Valuers
Profession Act, No.47 of 2000.
5. FORECAST FINANCIAL INFORMATION
The forecast financial information ("Forecast") relating to the Transaction for the 8-month period
ending 30 September 2026 and the 12-month period ending 30 September 2027 are set out below.
The Forecast has been prepared on the assumption that the effective date of the Transaction is
30 January 2026 and in accordance with Fairvest's accounting policies, which are in compliance
with International Financial Reporting Standards. The Forecast has not been reviewed or reported
on by the Company's auditors and is the responsibility of the directors of the Company.
Forecast for the Forecast for the
8 months ending 12 months ending
30 September 30 September
2026 2027
(R) (R)
Revenue 75,839,571 119,177,404
Straight-line rental income accrual 2,132,281 1,367,209
Property income 77,971,852 120,544,613
Operating cost -29,875,051 -47,451,735
Profit from operation 48,096,801 73,092,878
Finance charges -39,904,753 -59,857,129
Profit before taxation 8,192,048 13,235,749
Income tax expense – –
Total comprehensive income 8,192,048 13,235,749
Adjusted for:
Straight-line rental income accrual -2,132,281 -1,367,209
Distributable profit 6,059,767 11,868,540
Contracted rental income % 83.2% 58.6%
Near Contracted rental income % 16.8% 41.4%
Uncontracted rental income % 0% 0%
The Forecast incorporates the following material assumptions:
1. The forecast is based on information derived from the lease agreements, budgets and additional
information provided by the Seller.
2. Revenue includes gross rentals and other recoveries but as excludes any adjustment applicable
to the straight-line rental income accrual of leases.
3. The Forecast assumes the Transaction will be fully debt funded through available debt facilities.
4. Contracted revenue is based on existing lease agreements including contractual increases, all of
which are valid and enforceable.
5. No fair value adjustment is recognised.
6. CATEGORISATION OF THE TRANSACTION
The Transaction constitutes a category 2 transaction in terms of the JSE Listings Requirements.
Accordingly, the Transaction is not subject to approval by shareholders.
30 October 2025
Sponsor
Java Capital
Date: 30-10-2025 07:30:00
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