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Sale of portfolio of five distribution centres in the United Kingdom
EQUITES PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/080877/06)
Share code: EQU ISIN: ZAE000188843
JSE alpha code: EQUI
(Approved as a REIT by the JSE)
("Equites" or the "Company" or the "Group")
SALE OF PORTFOLIO OF FIVE DISTRIBUTION CENTRES IN THE UNITED KINGDOM
1 INTRODUCTION
Equites has sold a portfolio of five high-quality distribution centres in the United Kingdom ("UK") to a fund
managed by ICG Real Estate (the "Purchaser"), part of ICG plc, a London Stock Exchange-listed global
alternative asset manager, at a property portfolio value of GBP200,500,000 equating to a transaction yield of 5.5%
(the "Transaction").
This Transaction marks a decisive step in Equites' capital recycling strategy, releasing approximately
GBP95,500,000 (ZAR2.1 billion) of net cash proceeds to be redeployed from a mature UK portfolio into the higher-
yielding South African development pipeline over time. The Transaction materially strengthens the balance sheet
by reducing the loan-to-value ("LTV") ratio and enhances the growth profile of distributable earnings over the
long term.
2 RATIONALE FOR THE TRANSACTION
The Equites board continuously evaluates its portfolio and applies a range of investment criteria against every
property to determine the appropriate strategy in respect of each asset. Following a comprehensive strategic
review, the board resolved to dispose of the UK portfolio in its entirety, marking a decisive step in Equites' capital
recycling strategy and the repositioning of the Group around its core South African logistics platform, where
Equites holds a clear competitive advantage and a deep pipeline of value-accretive opportunities.
The board approved the Transaction for the following reasons:
- The Transaction crystallises the value created in the UK portfolio since Equites entered the market in 2016.
- The Transaction releases net cash proceeds of approximately GBP95,500,000 (ZAR2.1 billion), which will be
redeployed into Equites' South African development pipeline. The pipeline includes pre-let development
agreements with blue-chip tenants on long-term leases, which is expected to enhance the weighted average
lease expiry ("WALE") of the portfolio, sharpen its strategic focus on Equites' core market, and support a
superior long-term growth profile of distributable earnings.
- The Transaction materially strengthens the Group's balance sheet through a meaningful reduction in the
LTV ratio which creates capacity to fund the development pipeline on attractive terms.
- By redeploying capital from a mature, lower-growth offshore portfolio into a higher-yielding domestic
pipeline underpinned by Equites' established tenant relationships and proven execution track record, the
Transaction is expected to deliver enhanced growth in distributable earnings and sustainable value creation
for shareholders.
3 TERMS OF THE TRANSACTION
On Tuesday, 12 May 2026 ("completion"), Equites, through its Isle of Man based wholly owned subsidiary,
Equites International Limited ("Equites International"), concluded a share purchase agreement (the "Share
Purchase Agreement") in terms of which Equites International sold the entire share capital held in each of:
- Equites UK SPV 4 Limited which owns the property known as 100 Scimitar Way, Coventry, let to GXO
Logistics UK Limited ("Coventry property");
- Equites UK SPV 6 Limited which owns the property known as Island Road, Reading let to DHL
International (UK) Limited ("Reading property");
- Equites UK SPV 9 Limited which owns the property known as Unit 3 The Hub, Burgess Hill let to Roche
Diagnostics Limited ("Burgess Hill property");
- Equites UK SPV 10 Limited which owns the property known as Hoyland Common, Barnsley let to Evri
Limited ("Hoyland property"); and
- Equites UK SPV 11 Limited which owns the property known as Super G, Glasshoughton let to Puma
United Kingdom Limited ("Wakefield property"),
(collectively the "Target Companies") to the Purchaser.
The Transaction is not subject to any outstanding conditions precedent on completion. The purchase price paid
on completion by the Purchaser was an amount equal to the net asset value of the Target Companies as at this
date, which was GBP7,850,923. This included an agreed amount attributable to the five properties owned by the
Target Companies of GBP200,500,000 in aggregate, broken down as follows –
- GBP45,914,500 in respect of the Coventry property
- GBP29,072,500 in respect of the Reading property
- GBP13,233,000 in respect of the Burgess Hill property
- GBP76,190,000 in respect of the Hoyland property
- GBP36,090,000 in respect of the Wakefield property
In addition, the Purchaser took over the entire Aviva debt in the amount of GBP105,000,000 and settled intercompany
loans in the amount of GBP85,406,385. The remainder of the purchase price is attributable to working capital
adjustments.
Under the Share Purchase Agreement, Equites International has given a suite of warranties and a tax covenant,
which are considered standard in transactions of this nature, subject to a schedule of limitations. The liability of
Equites International for a breach of warranty or the tax covenant is limited to GBP1.00, with the Purchaser having
obtained warranty and indemnity insurance for the Transaction at its cost.
4 PROPERTY SPECIFIC INFORMATION
Details of the properties are set out in the table below:
Property Name Geographical location Sector GLA
(sq ft)
Coventry property 100 Scimitar Way, Logistics 214,741
Coventry, UK
Reading property Island Road, Reading, Logistics 103,437
UK (and a vacant component
of 15,040)
Burgess Hill property Unit 3 The Hub, Burgess Logistics 54,727
Hill, UK
Hoyland property Hoyland Common, Logistics 350,024
Barnsley, UK
Wakefield property Glasshoughton, Logistics 260,013
Wakefield, UK
Total 997,982
Notes:
1. The aggregate weighted average rental for the single tenanted properties is GBP11.12/sq.ft. or R248.37/sq.ft.
based on a GBP/ZAR exchange rate of 22.3275.
5 FINANCIAL EFFECTS
As at 31 August 2025, the fair value of the property assets (GBP208,435,000) less the deferred tax liabilities
(GBP8,069,200) in the Target Companies amounted to GBP200,365,800, based on property values of:
- GBP49,300,000 in respect of the Coventry property
- GBP27,135,000 in respect of the Reading property
- GBP13,500,000 in respect of the Burgess Hill property
- GBP85,000,000 in respect of the Hoyland property
- GBP33,500,000 in respect of the Wakefield property
The profits attributable to the net assets that are the subject of the Transaction, measured as the contribution to
distributable earnings for the six months ended 31 August 2025, amounted to GBP3,096,659.
The net purchase consideration of GBP93,257,308 equates to a 3.8% discount on the carrying value of the assets, as
of 31 August 2025.
This information has not been audited and was extracted from the Company's interim results for the six months
ended 31 August 2025, which were prepared in terms of International Financial Reporting Standards.
Equites did not undertake an independent valuation of the portfolio being sold; however, as part of the process in
terms of which the Purchaser took over the Aviva debt, Aviva commissioned an independent valuation of the
portfolio which valued the portfolio at GBP201,500,000 in aggregate.
6 CATEGORISATION
The Transaction is a category 2 transaction in terms of the JSE Listings Requirements and accordingly does not
require approval by shareholders.
13 May 2026
Corporate advisor and sponsor to Equites Debt sponsor
Java Capital Nedbank Corporate and Investment Banking,
(a division of Nedbank Limited)
Date: 13-05-2026 08:00:00
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