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Disposal of Crown Mines
NEWPARK REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2015/436550/06)
JSE share code: NRL ISIN: ZAE000212783
(Approved as a REIT by the JSE)
("Newpark" or "the Company")
DISPOSAL OF CROWN MINES
1. INTRODUCTION
Shareholders are hereby advised that CP Finance Proprietary Limited ("Seller"), a wholly owned subsidiary of Newpark
has on 8 September 2025 ("Signature Date") entered into a conditional sale of letting enterprise agreement ("Sale
Agreement") with Aviwe Nonya Proprietary Limited (the "Purchaser"), to dispose of the property known as Crown
Mines ("Property") together with the rental enterprises conducted thereon as a going concern to the Purchaser (the
"Transaction").
Aviwe Nonya Proprietary Limited is beneficially owned by Israel Gutnick, Jonathan Ilan Taitz and Perele Investments
(Pty) Ltd, none of whom are related parties of Newpark.
2. RATIONALE AND USE OF PROCEEDS
Newpark is a property holding and investment company that through its subsidiaries is invested in commercial and
industrial properties. Newpark's investment strategy is to invest in well-located prime commercial, industrial and retail
properties in South Africa, which provide a high-quality, sustainable earnings base with the potential for capital
appreciation within the medium to long-term.
The Property is no longer considered core to the strategy of the Company. The proceeds from the Transaction will either
be used to fund new acquisitions by Newpark, and/or to reduce debt.
3. TERMS OF THE TRANSACTION
3.1 In terms of the Sale Agreement, the purchase price payable for the rental enterprise, including the Property, is
R101,400,000 (including VAT at the rate of 0%) ("Disposal Consideration").
3.2 The Disposal Consideration will be paid by the Purchaser in cash on the effective date being the date of
registration of transfer of the Property into the name of the Purchaser ("Transfer Date") which is anticipated to
be on or about 1 December 2025. Ownership, risk and benefit in the rental enterprise will vest in the Purchaser
as from the Transfer Date.
3.3 The Disposal Consideration will escalate at 0.65% per month from 1 December 2025 to the day preceding the
Transfer Date (both days inclusive) compounded monthly.
3.4 In the event that transfer is not effected within a period of 240 days after Signature Date, either party can provide
the other with a written notice of cancellation of the Sale Agreement.
3.5 The Disposal Consideration will be secured by the Purchaser, by way of a cash deposit (refundable under specific
circumstances related to adverse findings from the site inspection as further detailed in the Sale Agreement) of
R1,500,000, to be paid into the conveyancers' trust account within 24 hours of Signature Date, and the balance
thereof will be secured by the issue of a bank guarantee to the conveyancers within 21 days after the date of
fulfilment of the condition precedent referred to in paragraph 3.8 below.
3.6 In addition, adjustment accounts as at close of business on the Transfer Date will be prepared in respect of the
proportionate net debits and credits attributable to each of the Seller and the Purchaser. If the adjustment
accounts reflect a net balance owing to the Purchaser, the Seller shall pay the Purchaser the amount of such net
balance and if the adjustment accounts reflect a net balance owing to the Seller, the Purchaser shall pay the
Seller the amount of such net balance.
3.7 Interest shall accrue on any overdue amounts payable by either party in terms of the Sale Agreement at the prime
rate plus 2.00% per annum, capitalised monthly in arrears on the balance due.
3.8 The Transaction is subject to the fulfilment or waiver of the condition precedent that the Purchaser concludes
its technical due diligence investigation and notifies the Seller in writing that it has satisfied itself with the
outcome thereof, by no later than seven days from Signature Date.
3.9 The Sale Agreement provides for undertakings, warranties and indemnities which are normal for transactions of
this nature.
3.10 Subject to such warranties and the outcome of the technical due diligence, the Rental Enterprise is sold
"voetstoots".
4. PROPERTY SPECIFIC INFORMATION
4.1 The Property is a 11,277m2 industrial warehouse located in Crown Mines, Johannesburg. The Property is fully
let to Bidvest Afcom (Pty) Ltd on a triple net lease expiring on 31 December 2029.
4.2 The details of the Property are set out in the table below.
Property name Crown Mines (Erf 1 Crown City and Erf 2 Crown City held under
certificate of consolidated Title Deed Number T65582/2000 together with
all improvements thereon)
Location 28 Renaissance Drive, Crown City, Johannesburg
Sector Industrial
GLA 11,277m2
Weighted average rental per m2 Not disclosed as the building is a single tenanted
per month
4.3 The directors of Newpark are satisfied that the Disposal Consideration is considered to be fair market value of
the Property. The directors of Newpark are not independent registered professional valuers or professional
associate valuers in terms of the Property Valuers Profession Act No. 47 of 2000.
4.4 Agents' commission in the amount of R1,521,000 is payable by the Seller, in respect of the Transaction.
4.5 A fee of R507,000 (excluding VAT) ("transaction fee") is payable by the Seller to Tygon Capital (Pty) Ltd
("Tygon") for the sourcing, negotiating and closing the Transaction. Tygon is an associate of Auri Benatar who
is the chief executive officer of Newpark. The payment of the transaction fee is in accordance with the provisions
of the professional services agreement between Tygon and Newpark on 1 November 2022 ("Tygon
agreement") that was concluded prior to Auri being appointed as a director of Newpark. Under the Tygon
agreement, Tygon renders professional services to Newpark, including general asset management functions, for
which Tygon receives a monthly fee in the amount of R32,768.75 (excluding VAT), subject to annual review.
The Tygon agreement provides for additional payments to be made for ad hoc professional services rendered,
such as those rendered in connection to the Transaction. Given the size of the transaction fee plus the annualised
monthly fee ("aggregate fee") relative to Newpark's market capitalisation, the aggregate fee falls below the
threshold for categorisation for AltX listed companies in terms of the JSE Listings Requirements. The
information above has however been disclosed if and to the extent the transaction fee is regarded as a related
party transaction requiring an announcement in terms of paragraph 21.12(c) of the JSE Listings Requirements.
Auri recused himself from the board decision to approve the Transaction.
4.6 Transfer costs will be borne by the Purchaser.
5. FINANCIAL INFORMATION
The value of the rental enterprise, including the Property at 28 February 2025, the date of Newpark's latest audited
consolidated annual financial statements, was R99,700,000. The profits attributable to the Property that are subject to the
Transaction were R11,195,934 ("Financial Information"). The Financial Information has been extracted from
Newpark's audited consolidated annual financial statements for the 12 months ended 28 February 2025, which were
prepared in terms of International Financial Reporting Standards. The Financial Information is the responsibility of the
directors of Newpark and has not been reviewed or reported on by the Company's auditors.
6. CATEGORISATION OF THE TRANSACTION
The Transaction is classified as a category 2 transaction in terms of the JSE Listings Requirements and accordingly does
not require Newpark shareholder approval.
9 September 2025
Designated advisor
Java Capital
Date: 09-09-2025 09:30:00
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