ORION REAL ESTATE LIMITED - Update announcement - Disposal of the Orion House Enterprise and partial Withdrawal Of Cautionary Announcement

Update announcement - Disposal of the Orion House Enterprise and partial Withdrawal Of Cautionary Announcement

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("Orion " or “the Company” or “the Group”)


UPDATE ANNOUNCEMENT - DISPOSAL OF THE ORION HOUSE ENTERPRISE AND PARTIAL
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the previous SENS announcement dated 26 February 2019 and
renewal thereof on 26 March 2019 and are advised that the parties have entered into a
new agreement dated 27 March 2019 with revised terms as follows:

Terms of the Disposal
The purchase price payable by the Purchaser to the Seller of R97.5 million is to be settled as
follows:

a.    R10 million shall be paid on 16 April 2019 to the Purchaser’s Attorneys, who shall apply
      such amount to the payment of any outstanding property rates account in respect of
      the property and any balance shall thereafter be discharged to the Seller immediately
      after a clearance certificate has been issued in respect of the property;
b.    The balance of R77.5 million to be settled on:
      -     registration of transfer;
      -     cancellation of all existing mortgage bonds registered over the property; and
      -     registration of one or more mortgage bonds by either or both of the Purchasers
            over the property.
c.    By payment an Agterskot of up to R10 million on or before 30 September 2019, based
      on certain renewals of leases by tenants.

Suspensive Conditions
a. The Seller to provide the Purchase on or before 29 March 2019 with confirmation,
   evidenced by a certificate issued by Investec Bank Limited, to the satisfaction of the
   Purchaser, that the cancellation figures, being the amount required by Investec Bank
   Limited to be paid to it, in order that the existing first mortgage bond registered over the
   Property be cancelled on registration of Transfer, shall not exceed the amount of
   R75 million; and
b. The Seller provides the Purchaser on or before the tenth day after the Signature Date
   with the clearance figures, being the amount required by the relevant local authority in
   order to issue a clearance certificate in respect of rates, utilities and all other amounts
   due to the local authority such that Transfer may be registered, which shall be
   evidenced by a certificate issued by the local authority and which amount shall not
   exceed the amount of R10 million.

Warranties
The normal warranties are in place for a disposal of this nature.

All other information remains the same as published on 26 February 2019.
PARTIAL WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are hereby advised that the cautionary announcement pertaining to this
transaction is hereby withdrawn.

JOHANNESBURG
29 March 2019


Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 29/03/2019 10:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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