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Acquisition of Protea Gardens Mall and other acquisitions
DIPULA PROPERTIES LIMITED
(Formerly Dipula Income Fund Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIB ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or "the Company")
ACQUISITION OF PROTEA GARDENS MALL AND OTHER ACQUISITIONS
A. Acquisition of Protea Gardens Mall
1. Introduction
Shareholders are advised that Dipula, through its wholly owned subsidiary Luxanio Trading 181 Proprietary
Limited (the "Purchaser"), has concluded a sale and purchase agreement (the "Agreement") with Protea South
Property Proprietary Limited (the "Seller") pursuant to which Dipula will acquire Protea Gardens Mall (the
"Property") for a purchase consideration of R478 100 000 (the "Purchase Consideration") (excluding
acquisition costs), subject to the terms set out below (the "Acquisition"). The beneficial owner of the seller is
Pietersburg Property Development Proprietary Limited, which in turn is 100% owned by the Nico Oosthuizen
Trust. The beneficiaries of the trust are all individuals, none of whom are related parties to Dipula.
2. Information on the Property and rationale for the Acquisition
Protea Gardens Mall is a 24 141 square meter community shopping centre situated in the densely populated area
of Protea, Soweto. The mall is anchored by prominent national retailers including Shoprite, Boxer, and Cashbuild,
alongside a strong mix of national fashion brands. With over 70% national tenant occupancy, the Property
demonstrates robust retail appeal and a quality stream of income. The Property also presents attractive future
value-add opportunities and is well positioned well for long-term growth.
The Acquisition aligns with Dipula's strategic objective of expanding its portfolio through the addition of well-
located, quality convenience, township, and rural retail assets. It supports the Company's commitment to uplifting
communities by providing accessible, everyday shopping experiences.
3. Terms of the Acquisition
3.1. Purchase consideration
The Purchase Consideration payable for the Acquisition is R478 100 000 payable in cash on the date of
registration of the Property in the name of the Purchaser (the "Transfer Date"). The Transfer Date will
occur as soon as practically possible after the fulfilment of the conditions precedent as detailed in
paragraph 3.2 below.
The Purchaser is entitled to fund the Purchase Consideration in any manner it deems fit. Funding of the
Purchase Consideration may be provided, in whole or in part, by Dipula, which may obtain such funding
by way of the issue of Dipula shares to investors, including by way of one or more "issues of share for cash"
or "vendor consideration placings" as contemplated in the JSE Listings Requirements, which may be
undertaken before the Transfer Date and/or after the Transfer Date in the event that Dipula has utilised
other temporary sources to fund the Purchase Consideration on the Transfer Date.
3.2. Conditions precedent
The Acquisition is subject to fulfilment of the following outstanding conditions precedent:
3.2.1. within 10 business days from the signature date of the Agreement (the "Signature Date"), the
Purchaser securing the written approval of the investment committee and board of directors of
Dipula to implement the Agreement;
3.2.2. within 35 business days from the Signature Date, the Purchaser securing sufficient finance (whether
by means of securing debt and/or equity funding) to fund the Purchase Consideration;
3.2.3. within 90 days of the Signature Date, the parties obtaining the approval of the Competition
Authorities to implement the Acquisition, which period shall be automatically extended for a
reasonable period (not exceeding a further 45 days) if there is a delay in obtaining such approval
which is caused by the Competition Authorities; and
3.2.4. within 3 days of the Signature Date, the Seller confirms to the Purchaser that the disposal of the
Property by the Seller does not require approval by way of a special resolution from the Seller's
shareholders in terms of sections 112 and 115 of the Companies Act, 71 of 2008, or alternatively
provides evidence of such approval having been adopted.
Any of the dates in respect of the conditions precedent set out above may be extended by mutual agreement
between the parties in writing. The conditions precedent must be fulfilled within 180 days of the fulfilment
of the condition set out in paragraph 3.2.3 above.
The Agreement contains warranties and undertakings which are normal for a transaction of this nature.
4. Property specific information
Weighted
average Value attributed to
basic rental Purchase the Property as at
Property Geographical GLA per m2 consideration 30 June 2025
name location Sector (m2) (R/m2) (R) (R)
Protea Soweto, Retail 24 141 R189.84 R478 100 000 R478 100 000
Gardens Gauteng
Mall
The purchase price payable for the Property is considered to be its fair market value, as determined by the directors
of the Company. The directors of the Company 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.
5. Financial information
Set out below is the forecast financial information relating to the Property (the "Forecast") for the 9 months
ending 31 August 2026 and the 12 months ending 31 August 2027 (the "Forecast Period").
The Forecast has been prepared on the assumption that the Transfer Date will occur during November 2025 and
on the basis that the forecast includes forecast results for the duration of the Forecast Period.
The Forecast, including the assumptions on which it is based and the financial information from which it has been
prepared, is the responsibility of the directors of the Company. The Forecast has not been reviewed or reported
on by the Company's external auditor.
The Forecast presented in the table below has been prepared in accordance with the Company's accounting
policies, which are in compliance with International Financial Reporting Standards.
Forecast for the 9 months Forecast for the 12 months
ending 31 August 2026 ending 31 August 2027
Rand Rand
Rental and recovery income 63 266 028 90 839 376
Property expenses (24 443 332) (34 666 118)
Net property income 38 822 696 56 173 258
Finance costs (12 191 550) (16 255 400)
Profit before tax 26 631 146 39 917 858
Tax - -
Distributable profit 26 631 146 39 917 858
The forecast incorporates the following material assumptions in respect of revenue and expenses:
1. The forecast is based on information derived from the lease contracts, budgets and additional information
provided by the Seller.
2. The Forecast has been prepared for the Acquisition only. It is assumed that the Property will not be sold
during the Forecast Period.
3. Net property income excludes the effects of straight lining rental income.
4. The Forecast assumes the Acquisition will be debt funded on a 40% loan to value (LTV) ratio.
5. Contracted revenue is based on existing lease agreements including stipulated increases, all of which are
valid and enforceable.
6. 82% of rental and recovery income for the Forecast Period is contracted. The remaining 18% of rental and
recovery income is near-contracted and represents renewals which have been forecast at current market
rates.
7. No fair value adjustment is recognised.
8. There will be no unforeseen economic factors that will affect the lessees' ability to meet their commitments
in terms of existing lease agreements.
6. Categorisation
The Acquisition is classified as a category 2 acquisition in terms of the JSE Listings Requirements and accordingly
does not require Dipula shareholder approval.
B. Other acquisitions by Dipula
In addition to the Acquisition, Dipula has concluded terms in respect of the following acquisitions:
Property name Airborne Abland DC Woolworths Jouberton Land Total
Industrial Park Gezina
Sector Industrial Industrial Retail Retail land
GLA (m2) 6 964 16 086 4 630 7 000 34 680
Purchase price (Rand) 63 000 000 134 400 000 16 200 000 2 000 000 215 600 000
Net operating income 7 572 176 13 104 000 2 038 368 - 22 714 544
(Rand)
Total income (Rand) 7 572 176 13 104 000 2 038 368 - 22 714 544
Initial yield 12.02% 9.75% 12.58% - 10.54%
Weighted average lease 1.4 10.0 1.3 N/A 6.4
expiry (years)
The acquisition of Woolworths Gezina and the Jouberton land is in line with Dipula's strategic objectives stated
above. Woolworths Gezina is adjacent to the Dipula's highly successful Gezina Galleries. This addition will be
incorporated into the existing centre, bringing the centre's gross lettable area to c.20 000m2, and will enhance the
centre's overall tenant mix. The acquisition of the land adjacent to Tower Mall in Jouberton will unlock future
expansion potential for an already strongly performing shopping centre.
Dipula's acquisition of the two industrial properties further enhances its focus on quality logistics and industrial
assets. Airborne Industrial Park, located near OR Tambo International Airport and adjacent to the N12 highway,
is a fully let multi-tenanted park, while Abland DC is a modern logistics development anchored by a strong tenant
covenant on a long lease. These assets have excellent tenant profiles and are well aligned with Dipula's approach
to capital allocation in the industrial sector, which is a core part of Dipula's overall strategy.
These acquisitions are subject to standard conditions precedent, warranties and undertakings and transfers are
expected to take place between September and November 2025.
None of the acquisitions detailed in the table above are categorizable in terms of the JSE Listings Requirements
and accordingly do not require Dipula shareholder approval.
19 August 2025
Sponsor
Java Capital
Date: 19-08-2025 03:15:00
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