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Disposal of Specific Portion of Summit Place
PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/001085/06)
Share code: PPR ISIN: ZAE0000072310
("Putprop" or "the Company")
DISPOSAL OF SPECIFIC PORTION OF SUMMIT PLACE
1. INTRODUCTION
Shareholders are advised that on 31 October 2025 ("Signature Date") Pilot Peridot Investments
1 Proprietary Limited ("Pilot Peridot" or "the Seller"), an 85.27%-owned subsidiary of Putprop, concluded
a sale agreement ("Agreement") with Veritas 1000 Proprietary Limited (the "Purchaser") in terms of which
Pilot Peridot will dispose of the Property, as defined in paragraph 2.1 below, together with improvements
thereon, including fixtures and fittings, to the Purchaser for an amount of R26 500 000 (the "Disposal").
The Purchaser is not a related party to Putprop.
2. THE DISPOSAL
2.1 Details of the Property
The Property comprises the Right of Extension as contemplated in Section 25(1) of the Sectional
Titles Act, Act 95 of 1986 (as amended from time to time (the "Act") in respect of a specific portion
of the common property in the scheme known as Summit Place Erf 39 ("Summit Place"), indicated
on Plan of Cession of Real Right of Extension SG No 1271/2015 as RR1 ("Plan"), measuring
2 627m2, to erect and complete from time to time within a period of 50 years (from 12 February 2016)
an additional building or buildings on the specified portion of the common property as indicated on
the Plan, and to divide such building/s into a section or sections and common property and to confer
the right to exclusive use over portions of such common property upon the owner/s of one or more
sections in the Scheme known as Summit Place in respect of the land and buildings situated at De
Beers Township, City of Tshwane Metropolitan Municipality, Gauteng.
Summit Place is situated in Menlyn, Pretoria and is classified as a joint operation in Pilot Peridot in
terms of the co-ownership agreement between Pilot Peridot and Emira Property Fund Limited.
Currently, the Property comprises vacant land of which 11 000m2 has been zoned for commercial,
industrial, residential or retail development in the precinct of Summit Place.
2.2 Rationale for the Disposal and Application of Disposal Proceeds
2.2.1 The Disposal is in line with Putprop's strategy to realise value from non-core assets and to
redeploy capital into income-generating properties.
2.2.2 The proceeds of the Disposal will be utilised by Putprop to reduce debt and/or for investment
in income-producing properties.
2.3 Consideration and Effective Date
2.3.1 The purchase price is R26 500 000 (excluding VAT) ("Purchase Price"), payable on the
date of transfer, being the date of registration of the Property into the name of the Purchaser
in the Deeds Registry ("Date of Transfer"), and secured by way of guarantee(s) and/or
letter(s) of undertaking acceptable to the Seller, which guarantee(s) and/or letter(s) of
undertaking are to be delivered within 21 days from fulfilment or waiver of the last Condition
Precedent referenced in paragraph 2.4 below.
2.3.2 Should any portion of the Purchase Price be paid in cash, such portion will be held by the
conveyancers in trust with a registered financial institution of the conveyancer's choice in an
interest-bearing account for the benefit of the Purchaser.
2.3.3 The effective date of the Disposal will be the date on which the last of the Conditions
Precedent is fulfilled or waived, as the case may be.
2.4 Conditions Precedent
2.4.1 The Disposal is subject to the fulfilment or waiver, as the case may be, of the following
Conditions Precedent:
2.4.1.1 within 30 business days from Signature Date, the Purchaser has performed a due
diligence on the Property and investigated the viability of its potential development,
and is satisfied with the outcome thereof;
2.4.1.2 within 14 business days the Condition Precedent contained in paragraph 2.4.1.1
above, the Seller has provided the Purchaser with irrevocable consents from all
sectional title owners for the deviation from the plans and other documents initially
registered with the Registrar of Deeds when the Right of Extension was originally
registered, to the Purchaser's new Site Development Plan ("SDP") and building
plans contemplated in paragraph 2.4.1.4 below;
2.4.1.3 within 60 business days from receipt of the irrevocable consents from all sectional
title owners as contemplated in paragraph 2.4.1.2 above, the Purchaser has:
2.4.1.3.1 secured the finance in principle for the acquisition of the Property; and
2.4.1.3.2 obtained approval from its board of directors for the transaction;
2.4.1.4 approval by the relevant authorities of the Purchaser's SDP and building plans in
respect of the development of the Property. As soon as possible after fulfilment of
the Conditions Precedent contemplated in paragraph 2.4.1.3 above, the Purchaser
shall submit the aforementioned plans to the relevant authorities for approval and
the Seller shall sign all relevant documentation that may be required for such
submission;
2.4.1.5 within 30 business days from fulfilment of the condition contemplated in paragraph
2.4.1.4 above, the Purchaser has obtained final approval of the finance
contemplated in paragraph 2.4.1.3.1 above.
2.4.2 The parties to the Agreement ("Parties") undertake to use all reasonable endeavours to
procure the timeous fulfilment of the Conditions Precedent.
2.4.3 Should the Conditions Precedent not be fulfilled timeously, the provisions of the Agreement
will have no force or effect, the Parties will be restored as nearly as may be possible to their
pre-Agreement positions, and neither Party will have any claim against the other, except for
claims, if any, resulting from a breach of the provisions of paragraph 2.4.2 above.
2.5 Agent's commission
Subject to the success of the Disposal, the Seller will be liable for the payment of the Agent's fee of
4% of the Purchase Price to Prime Location SA Proprietary Limited. The Seller indemnifies the
Purchaser against any claims in respect thereof, save in instance that the Agreement does not
become effective or is cancelled due to a breach by the Purchaser.
2.6 Other significant terms
2.6.1 Possession and occupation of the Property will be given by the Seller to the Purchaser on
the Date of Transfer, unless otherwise agreed by the Parties.
2.6.2 The Property is sold voetstoots and subject to all conditions of title and servitudes contained
in the current and/or previous title deed of the Property.
2.6.3 The Agreement contains warranties and undertakings which are standard for transactions of
this nature.
2.6.4 The Agreement also contains management and cost-sharing provisions relating to temporary
ground anchor structures stabilising the G2 Structure, being the excavated area situated on
the area indicated as RR1 on the Plan. The Seller has investigated replacing these with
permanent anchors. The Purchaser's engineers believe that installing floor plates after
transfer may provide sufficient stabilisation, potentially making permanent anchors
unnecessary. The Parties have agreed that, if the temporary anchors become unstable or fail
before Date of Transfer, they will jointly investigate alternative remedial actions (such as
buttressing or installing floor plates). If agreed remedial actions are implemented by the
Seller, the Purchaser will reimburse the Seller for 50% of the agreed costs upon transfer. If
no alternative is agreed and permanent anchors are required, the Purchaser will reimburse
the Seller for 50% of the costs (up to a specified maximum) upon transfer.
3. VALUATION OF THE PROPERTY
A valuation of the Company's total property portfolio was performed as at 30 June 2025 by Spectrum
Valuations and Asset Solutions, who are independent and registered as professional valuers in terms of
the Property Valuers Profession Act, 2000 (Act 47 of 2000) ("Act").
These independent valuations are supported by the Board. The members of the Board are not
independent valuers and are not registered as professional valuers or as professional associate valuers
in terms of the Act.
The Property was valued at an amount of R30 000 000.
4. FINANCIAL INFORMATION
Per the audited annual financial statements for the year ended 30 June 2025, the audited value of the net
assets attributable to the Property is R30 000 000 and the audited profit after tax attributable to the net
assets of the Property is R30 000 000.
The annual financial statements of the Company for the year ended 30 June 2025 were prepared in
accordance with International Financial Reporting Standards and the Companies Act (Act 71 of 2008), as
amended.
5. CATEGORISATION OF THE DISPOSAL
The Disposal is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE
Limited and accordingly, does not require shareholder approval.
Johannesburg
3 November 2025
Sponsor
Merchantec Capital
Date: 03-11-2025 04:15:00
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