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REDEFINE PROPERTIES LIMITED - Voluntary announcement for the disposal of Rosebank Corner

Wrap Text
Voluntary announcement for the disposal of Rosebank Corner

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
Debt company code: BIRDF
(Approved as a REIT by the JSE)
("Redefine" or the "Company")


VOLUNTARY ANNOUNCEMENT FOR THE DISPOSAL OF ROSEBANK CORNER


INTRODUCTION AND RATIONALE

Shareholders are advised that on 17 July 2025, Redefine concluded a sale agreement for the
disposal of the office building known as Rosebank Corner situated on Jan Smuts Avenue in
Rosebank, Johannesburg (the "Property") to Live Rosebank Proprietary Limited ("Live Rosebank"
or the "Purchaser") for a consideration of R80 million ("Purchase Consideration") (the "Disposal").

This Disposal is in line with Redefine's strategy to recycle non-core assets to improve the quality of
its asset platform and lower its loan to value ratio. The proceeds of the Disposal will be used to
repay debt.

TERMS OF THE DISPOSAL

The Purchase Consideration which will be settled on the date of transfer of the Property has been
secured by way of:

(i)    payment in cash of a non-refundable commitment and raising fee of R1 million which is due 
       within 14 calendar days of signature and will be deducted from the Purchase Consideration on 
       the date of transfer of the Property to the Seller; and

(ii)   a guarantee in favour of Redefine for payment of the Purchase Consideration on the date of
       transfer of the Property to the Seller.

The effective date of the transaction, triggered by the receipt of residential rezoning of the Property,
shall be the date of transfer of the Property to the Seller ("Effective Date"), which shall be no later
than 20 calendar months from the date of signature. Should transfer not be effected by the Effective
Date, the Purchase Consideration will escalate by 0.65% per month for the period until date of
transfer, provided that the long-stop date, being 24 calendar months from the date of signature is
not exceeded.

The Disposal is not subject to any conditions precedent.

The sale agreement contains settlement Purchase Consideration adjustments provisions and
warranties and indemnities standard for a transaction of this nature. Payment of any amounts due
to either the Seller or the Purchaser in terms of the settlement Purchase Consideration adjustments
shall not constitute part of the Purchase Consideration and shall be effected separately from the
payment of the Purchase Consideration.

PROPERTY SPECIFIC INFORMATION

The property specific information required in terms of the JSE Listings Requirements in relation to
the Property is set out below.

 Property name                                                 Rosebank Corner
 Sector                                                        Office
 Geographical location                                         Gauteng
 Rentable Area (m2)                                            8 921
 Value attributed to the property as at 28 February 2025       R91 500 000*
 Weighted Average rental per m2                                R122.1
 Net profit after tax for the 12 months ended 28 February      R7 804 124#
 2025
 Contribution to distributable income for the 12 months        R3 854 354##
 ended 28 February 2025

Notes:
*The difference between the valuation and the Purchase Consideration is as a result of the valuation
being an open market value for office use, while the Purchase Consideration is the value negotiated
between the parties for residential conversion. Given the asset's location and weak office leasing
prospects, the Property is better suited to residential use. Traditional residential conversion
disposals range between R2000/m2 and R 7000/m2 and recent deals concluded within the node are
at R6000/m2. The Disposal has been concluded at R8 968/m2 which is at a premium when compared
to the recent residential conversion disposals. The Purchase Consideration is considered to be the
fair market value of the Property for residential use, as determined by the directors of the Company.
#Extracted from Redefine's audited group results for 31 August 2024 and unaudited interim results
for the six months ended 28 February 2025, prepared in terms of International Financial Reporting
Standards ("IFRS").
##Calculated in accordance with the SA REIT Best Practice Recommendations.

Simon Fifield, an independent non-executive director of Redefine is the sole director of Live
Rosebank and a minority indirect shareholder of Easy Hold Co Proprietary Limited ("Easy HoldCo")
(which holds 100% of the shares in Live Rosebank) through Montgomery Investments Proprietary
Limited which owns 80% of Agrippa Capital Proprietary Limited, a shareholder of Easy HoldCo.
None of the remaining beneficial shareholders of Easy HoldCo are related parties to Redefine.

The Disposal is not categorisable in terms of the JSE Listings Requirements and the disclosures
provided in this announcement are voluntary and for information purposes only.

17 July 2025


Sponsor
Java Capital

Date: 17-07-2025 02:22:00
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