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Category 2 Acquisition Announcement – Maynard Mall, Wynberg
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
CATEGORY 2 ACQUISITION ANNOUNCEMENT – MAYNARD MALL, WYNBERG
1. INTRODUCTION
Shareholders are advised that on 28 July 2025 ("Signature Date"), Spear entered into a sale of rental
enterprise agreement ("Agreement") with Aria Property Group (Pty) Ltd ("Seller"), in terms of which Spear
will acquire the properties known as the Remainder Erf 67925, Remainder Erf 67947, Erf 67948,
Remainder Erf 67949, Remainder Erf 67957, Remainder Erf 67959, Remainder Erf 67960, Remainder
Erf 67958, Erf 92087 and Remainder Erf 92089, in the City of Cape Town, with all improvements thereon
("Property"), and the rental enterprise known as the "Maynard Mall" conducted by the Seller on the
Property ("Rental Enterprise"), as a going concern ("Acquisition"), for a purchase consideration of
R455 000 000 ("Purchase Consideration"). The Seller is beneficially owned by the Sphinx Trust and
Glisan Street Investments (Pty) Ltd. The Sphinx Trust has an individual beneficiary who is not a related
party to Spear. Glisan Street Investments (Pty) Ltd is beneficially owned by the Blombos Investment Trust,
whose beneficiaries are all individuals, none of whom are related parties to Spear.
2. RATIONALE FOR THE ACQUISITION
The Acquisition aligns with Spear's strategic objective to grow its portfolio of well-located, high-quality
convenience retail assets within the Western Cape. Maynard Mall, situated in the heart of Wynberg, Cape
Town, is a dominant, convenience-oriented community shopping centre anchored by Shoprite. The centre
is fitted with a 924 kWh PV Solar installation which further aligns with Spear's sustainability strategy and
boasts a strong and balanced tenant mix, with 70% being national retailers, including Ackermans, Absa
Bank, Clicks, Capitec Bank, KFC, Hungry Lion, Nedbank, Pep, Sportscene, and Zone Fitness, alongside
essential services and local traders. It serves the daily and weekly shopping needs of a broad residential
catchment and commuter market, with an annualised footfall of approximately 6 million shoppers.
Strategically positioned along major public transport routes, Maynard Mall benefits from excellent
accessibility and visibility. Its affordability, scale, and convenience-driven tenant mix position the asset
firmly within the defensive convenience retail category. The centre caters to a wide demographic profile,
enhancing its resilience across various economic cycles. With strong real estate fundamentals, low
vacancy levels, long-dated weighted average lease expiries, and favourable prospects for rental income
growth and long-term capital appreciation, Maynard Mall represents a rare and attractive investment
opportunity within the Cape Town metropolitan area.
3. PURCHASE CONSIDERATION
3.1. The Purchase Consideration is an amount of R455 000 000 and is inclusive of value-added tax at a
rate of 0%.
3.2. The Purchase Consideration shall be settled by Spear on the date of registration of transfer of
ownership of the Property into its name ("Transfer Date") and shall be secured by a bank guarantee
by no later than ten business days prior to the date of lodgement of the transfer of the Property in the
relevant deeds office.
3.3. A portion of the Purchase Consideration equal to R5 000 000 ("Retention Amount") will be retained
in the trust account of the transfer attorneys for a period of 12 months following the Transfer Date, to
secure Spear's rights in the event that capital expenditure is required to replace all or any of the
components of certain heating, ventilation and air conditioning equipment located at the Property.
4. CONDITIONS PRECEDENT
4.1. The Acquisition is subject to the fulfilment of the outstanding conditions precedent ("Conditions
Precedent") that:
4.1.1. by no later than 60 business days after the Signature Date, the Department of Public Works waives,
or fails to exercise, its pre-emptive right to acquire the Property (or any portion thereof) pursuant to
the lease agreement it concluded with the Seller; and
4.1.2. by no later than 90 business days after the Signature Date, the Acquisition is approved by the
applicable competition authorities in terms of the Competition Act, No. 89 of 1998 ("Competition
Authorities"), either unconditionally, or in the event of a conditional approval, on terms acceptable
to the parties.
4.2. The parties may, by written agreement, extend the dates by when the Conditions Precedent are to be
fulfilled.
5. EFFECTIVE DATE OF THE ACQUISITION
The effective date of the Acquisition will be the Transfer Date, which date shall be as soon as practically
possible after the date on which the Conditions Precedent are fulfilled, which date is anticipated as being
on or about 1 January 2026.
6. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Agreement contains representations and warranties by the Seller, in favour of Spear, which are
standard for a transaction of this nature. Subject to such warranties, the Rental Enterprise and Property
are sold "voetstoots".
7. THE PROPERTY
Details of the Property are as follows:
Property Name Geographical Sector Gross Lettable Expected Weighted
and Address Location Area (m2) Average Gross
Rental / m2 as at the
Transfer Date
Maynard Mall, Wynberg, Retail 25 969 R182.79
situated at Main Western Cape
Road, Wynberg,
Cape Town
Details regarding the Property, as at the expected Transfer Date, are set out below:
Purchase Yield Weighted Average Weighted Average Vacancy % by Gross
Attributable to Escalation Lease Duration Lettable Area
Shareholders (years)
9.55%* 6.25% 4.75 0.926%
* The Purchase Yield reflects the initial acquisition yield as at the expected Transfer Date. Spear has
identified asset enhancement capital expenditure measures of up to R20 million to be undertaken over
a three to five-year period to further enhance the attractiveness of Maynard Mall. These items include
the potential increase in the self-storage offering, expansion of the PV solar installation, modernisation
of certain lifts, escalators, HVAC equipment and mechanical installations at Maynard Mall. If the full
asset enhancement capital expenditure is accounted for on the Transfer Date, the stabilised and post-
capital expenditure yield would be between 9.15% and 9.3%.
Notes:
a) In addition to the Purchase Consideration, Spear's transaction costs associated with the Acquisition
are estimated at R1 000 000.
b) No Agents' commission is payable in respect of the Acquisition.
c) The Purchase Consideration payable in respect of the Rental Enterprise (which includes the
Property) is considered to be its fair market value, as determined by the directors of Spear. The
directors of Spear 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.
8. FORECAST FINANCIAL INFORMATION OF THE ACQUISITION
The forecast financial information relating to the Acquisition for the 2-month period ending
28 February 2026 and the 12-month period ending 28 February 2027 are set out below. The forecast
financial information has not been reviewed or reported on by a reporting accountant in terms of section 8
of the JSE Limited Listings Requirements and is the responsibility of Spear's directors.
Forecast for the 2-month Forecast for the 12-month
period ending period ending
28 February 2026 (R) 28 February 2027 (R)
Rental income 12 082 799 74 509 574
Straight-line rental accrual 752 419 3 251 086
Gross income 12 835 217 77 760 660
Property expenses (4 630 789) (29 067 674)
Net property income 8 204 428 48 692 987
Administrative expenses (289 987) (1 788 230)
Operating profit 7 914 441 46 904 757
Finance cost (3 711 547) (22 900 753)
Profit before taxation 4 202 894 24 004 004
Taxation - -
Profit after taxation 4 202 894 24 004 004
Adjusted For:
Straight-line rental accrual (752 419) (3 251 086)
Distributable profit 3 450 475 20 752 918
Contracted rental income % 100% 83.39%
Near Contracted rental income % 0% 14.86%
Uncontracted rental income % 0% 1.74%
Notes:
a) Rental Income includes gross rentals and other recoveries but excludes any adjustment applicable
to the straight-line rental income accrual of leases.
b) Property expenses include all utility and council charges applicable to the Property.
c) The forecast information for the 2-month period ended 28 February 2026 has been calculated from
the anticipated Transfer Date, being on or about 1 January 2026.
d) The Acquisition will be debt funded on a 45% loan to value (LTV) ratio and the remaining portion of
the Purchase Consideration will be funded from available cash resources, following the private
placement concluded by Spear in June 2025.
9. CLASSIFICATION OF THE ACQUISITION
The Purchase Consideration represents more than 5% but less than 30% of Spear's market capitalisation
as at the Signature Date and accordingly the Acquisition constitutes a category 2 transaction in terms of
the JSE Limited Listings Requirements.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
10.1. Shareholders are referred to the cautionary announcement released by Spear on SENS on
23 July 2025, regarding two potential acquisitions of immovable properties and related letting
enterprises.
10.2. The details of the acquisitions of the letting enterprises known as "Consani Industrial Park" and
"Maynard Mall", as set out in this announcement and in the announcement dated 25 July 2025, have
now been published on SENS, in accordance with the JSE Listings Requirements. Accordingly,
caution is no longer required to be exercised by shareholders when dealing in Spear's securities.
Cape Town
28 July 2025
Sponsor and Transaction Advisor Legal Advisor
PSG Capital ENSafrica
Date: 28-07-2025 03:15:00
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