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Conclusion of Fourways Mall Property, Development and Asset Management Services Agreement and additional agreements, and potential disposal of a minority interest in Fourways Mall
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/015057/06)
JSE Share Code: APF
ISIN: ZAE000185815
Bond company code: APFE
LEI: 378900D514788C447E45
(Listed in the General Segment)
(REIT status approved)
(“Accelerate” or “the Company”)
CONCLUSION OF FOURWAYS MALL PROPERTY, DEVELOPMENT AND ASSET MANAGEMENT SERVICES AGREEMENT AND ADDITIONAL AGREEMENTS, AND
POTENTIAL DISPOSAL OF A MINORITY INTEREST IN FOURWAYS MALL
1. INTRODUCTION
1.1. Shareholders of the Company (“Shareholders”) are referred to the announcement released on the
Stock Exchange News Service (“SENS”) on 20 August 2024, whereby Shareholders were advised that
the Company had entered into a Property, Development and Asset Management Services Agreement
(“the Original PMA”), in relation to, inter alia, the appointment of Flanagan and Gerard Frontiers
Proprietary Limited (“F&G”) and Luvon Investments Proprietary Limited (“Luvon”) as the joint property
and asset manager (together, “the Asset and Property Manager”), as well as the development
manager for the properties, and letting enterprises that make up Fourways Mall Shopping Centre
(“Properties and Letting Enterprises”) (“the Mall”). Shareholders are further referred to the
subsequent announcement released on SENS on 22 November 2024, whereby Shareholders were
advised of the non-fulfilment of certain suspensive conditions to the Original PMA and that, as a result,
the Original PMA had lapsed and was of no force and effect and further that the Asset and Property
Manager would continue to remain on site and to render the requisite services in respect of the Mall.
1.2. Subsequently, the Company has engaged in a protracted process with the various parties and related
stakeholders in order to conclude a new agreement which would, inter alia, regularise the
appointment of the Asset and Property Manager, subject to the approval of Shareholders in
accordance with the Listings Requirements of the JSE Limited (“Listings Requirements”). This process
was delayed significantly due to, inter alia, one of the parties to the Original PMA and co-owner of the
Mall, Azrapart Proprietary Limited (“Azrapart”, together with Accelerate, the "Co-owners"), being
placed under supervision and subject to business rescue proceedings, the finalisation of the court
processes relating thereto and the subsequent negotiations with the duly appointed business rescue
practitioners in relation to the conclusion of the New PMA (as defined below).
1.3. The Company is pleased to advise Shareholders that the Company, Azrapart (duly represented by Piers
Michael Marsden N.O. and Lance Schapiro N.O. (“BRPs”), in their capacities as the duly appointed joint
business rescue practitioners of Azrapart), F&G and Luvon have entered into a new Property,
Development and Asset Management Services Agreement (“New PMA”) on substantially the same
terms as the Original PMA in order to, inter alia, regularise the appointment of the Asset and Property
Manager, which appointment remains subject to, inter alia, approval by Shareholders. The approval of
the New PMA by Shareholders will effectively ratify the provision of services by the Asset and Property
Manager from 1 February 2024 (“Start Date”), the date on which the Asset and Property Manager
commenced providing services in respect of the Mall, but with effect from the date on which all
suspensive conditions to the New PMA have been fulfilled or waived, as the case may be (including,
for the avoidance of doubt, the approval by Shareholders of the New PMA).
1.4. Given that the Asset and Property Manager is already providing services in respect of the Mall, the
Asset and Property Manager is considered to be a related party in terms of the Listings Requirements.
The beneficial owners of the Asset and Property Manager are as follows:
1.4.1. F&G is beneficially owned by the Sic Pravis Magna Trust, the Agradecido Trust, the Samurai
Investment Trust, the Galloping Hippo Trust, the John Holley Trust, the Vida Nova Trust, the
Duxberry Tunnel Trust, the Gerard Rembrandt Trust and the Shutte Family Trust, being family trusts
of the management of F&G, and Flanagan and Gerard Group Proprietary Limited, an entity in which
3 Flamboyant Ave Trust and Flanagan Trust, being family trusts of Mr Peter Gerard and Mr Pat
Flanagan, are the largest ultimate shareholders; and
1.4.2. Luvon is beneficially owned by East and West Investments Proprietary Limited, Coma Beleggings
Proprietary Limited, Aeterno Investments 169 Proprietary Limited, Honosys Proprietary Limited,
Mestoclox Proprietary Limited and FS Moolman Proprietary Limited, entities that are mainly
controlled by the family trusts of various Moolman family members.
1.5. Despite being in business rescue, Azrapart is an associate of Mr MN Georgiou, who ceased to be a
director of the Company on 15 October 2025, and accordingly is considered to be a related party in
terms of the Listings Requirements. The beneficial owner of Azrapart is Eriologix Proprietary Limited,
which is ultimately held by the Michael Family Trust, a trust of which Mr MN Georgiou and his family
are beneficiaries.
2. OVERVIEW OF THE MALL AND RATIONALE
2.1. The Mall is the largest super-regional shopping centre in South Africa, with a total gross lettable area
of 179,973 m² as at 31 August 2026.
2.2. Strategically located in the upmarket suburb of Fourways, one of the fastest developing commercial
and residential hubs in Sandton, north of Johannesburg, the centre underwent extensive
refurbishments and upgrades from 2017 to 2019.
2.3. Positioned as a destination retail centre, the Mall’s tenant mix focuses on shoppertainment, making it
an attractive choice for shoppers beyond its immediate catchment area.
2.4. The Mall has approximately 400 stores, including local and international fashion brands, electronics,
homeware, department stores and specialty shops.
2.5. Notably, it offers a diverse range of entertainment options, including The Fun Company, The Urban
Playground, Total Ninja, Match Padel, Xtreme Indoor Karting, Shooters, Ster Kinekor (including a
dedicated kids' cinema), Hamleys Play Park, Adventure Golf and Bounce Inc.
2.6. The Mall also provides 8,400 parking bays for added convenience.
2.7. Accelerate owns 50% of the Mall and Azrapart the remaining 50%. Independently valued at c.R4.2
billion (Accelerate's 50%), the Mall represents the largest and most significant asset in the Company's
portfolio.
2.8. With a distinguished track record, F&G and Luvon are well-established, independent and experienced
retail experts, responsible for all aspects of asset and property management and development.
2.9. Recognising the value already added to the Mall by F&G and Luvon since 1 February 2024, Accelerate
and the BRPs agree on the importance of regularising the appointment of the Asset and Property
Manager and retaining their services in order to unlock the full potential of the Mall and its
redevelopment potential and to harness additional value for Shareholders. The Asset and Property
Manager has already delivered substantial value to the Mall, including –
2.9.1. a reduction in vacancies from 18.8% in February 2024 to 6.6% as at August 2026;
2.9.2. an improvement in tenant turnover from R226.3 million (February 2024) to R365.2 million (August
2026);
2.9.3. an improvement in average trading densities from R1,816/m² (February 2024) to R2,711/m²
(August 2026);
2.9.4. an improvement in average dwell time from 1 hour 13 minutes (February 2024) to 1 hour 28
minutes (August 2026);
2.9.5. an increase in footfall, which was not previously measured before the implementation of foot
counters, from a first reading of 1,069,780 people in September 2024 to 1,392,271 people in August
2026;
2.9.6. an increase in vehicle count from 198,272 cars in February 2024 to 294,085 cars in August 2026;
2.9.7. implementation of waterproofing and resolving of various compliance-related matters; and
2.9.8. the management of the upgrade known as The View, a luxury lifestyle food offering at the corner
of Cedar and Witkoppen Roads, featuring a three-level atrium, with tenants including Tasha's, The
Pantry (a gourmet grocery experience opening September 2026), Fournos Bakery (opened), and
Clay Café (opened).
2.10. Accordingly, the expected benefits for the Company arising through the regularisation of the
appointment of the Asset and Property Manager are inter alia as follows:
2.10.1. the retention of the services of the Asset and Property Manager and the continued optimisation of
the Mall;
2.10.2. a continued reduction in vacancies by attracting various new tenants;
2.10.3. a continued improvement in trading densities and tenant trading; and
2.10.4. a 6.3MW solar installation as part of a broader sustainability push that will be managed by the Asset
and Property Manager.
3. TERMS OF THE NEW PMA
3.1. Services
In terms of the New PMA, the Asset and Property Manager will perform property management
services, asset management services and development management services in respect of the
Properties and Letting Enterprises (collectively the “Services”).
3.2. Duration
In terms of the New PMA, the Services are acknowledged to have been provided by the Asset and
Property Manager from the Start Date and the Asset and Property Manager shall cease to perform the
Services on the earliest of the following (“Services Period”):
3.2.1. the fifth (5th) anniversary of the Start Date (or such later date as the parties may agree in writing);
3.2.2. the date upon which the parties agree in writing to terminate the New PMA (subject to FirstRand
Bank Limited (acting through its Rand Merchant Bank division) and Investec Bank Limited (together,
“the Lenders”) agreeing in writing thereto);
3.2.3. the date of termination of the New PMA pursuant to the occurrence of an event of default as
contemplated in the New PMA; and
3.2.4. the date of termination of the New PMA pursuant to either (1) the Co-owners simultaneously
disposing of their entire undivided shares in the Properties and Letting Enterprises (unless the
parties agree in writing, prior to such disposal, that the New PMA will not terminate); or (2) the
Company’s right to terminate the New PMA pursuant to Shareholder approval as described in
paragraph 3.6.5.4 below.
3.3. Remuneration
3.3.1. The monthly fees payable to the Asset and Property Manager by the Co-owners, each liable in
accordance with the respective proportion of the undivided share in the Properties and Letting
Enterprises held by each Co-owner (“Proportionate Share”), for the duration of the Services Period,
were/are as follows:
3.3.1.1. a property management fee calculated as 1% of the gross monthly collections (being, effectively,
all amounts paid each month by the tenants for the leases in respect of the properties forming
part of the Properties and Letting Enterprises and all amounts paid by third parties to the Co-
owners received pursuant to the Services, including payments relating to, inter alia, operating
costs, rentals (including parking rentals), parking income, advertising income, cost recoveries,
but exclusive of any amounts paid erroneously or as received in respect of bad debt collections
associated with any historic leases in respect of which tenants have vacated their respective
portion(s) of the property prior to the Start Date) (“GMC”), for the previous month, plus value-
added tax (“VAT”) thereon;
3.3.1.2. an asset management fee calculated as 1.75% of GMC for the previous month, plus VAT thereon;
3.3.1.3. a leasing fee calculated as 0.5% of GMC for the previous month, plus VAT thereon; and
3.3.1.4. a development management fee calculated as 2.5% of the total cost incurred in respect of each
capital project (“Project”) approved by the executive committee (“Executive Committee”) of
the Properties and Letting Enterprises established pursuant to the New Exco Agreement
(outlined in paragraph 9.2 below), during the previous month, excluding costs in excess of the
total development costs reflected in the budget approved by the Executive Committee in
respect of each Project, plus VAT thereon.
3.3.2. In addition, at the termination of the New PMA for any reason whatsoever, provided that (1) the
New PMA is not terminated by the Co-owners due to an event of default by the Asset and Property
Manager or an insolvency event as contemplated in terms of the New PMA; and (2) that the
normalised net monthly collections (being, in summary, the average of the immediately preceding
6 months of GMC (excluding VAT), excluding recoveries of arrears, smoothed for any turnover
rentals (excluding VAT) received/receivable during that period, less the operating expenses
(excluding VAT) incurred in respect of the Mall for that period (excluding cashless expenses) and as
further determined in terms of the New PMA) (“NNMC”) as at the last day of the Services Period
(“Upside Participation Fee Determination Date”) are no less than the average minimum NNMC for
the 6-month period concerned (with the monthly minimum NNMC being R15 621 611.00 for any
month from the Start Date until the day before the second anniversary of the Start Date, with this
amount then increasing by consumer price index rate plus 1% on the second, third and fourth year
anniversary of the Start Date) (“Minimum Normalised Net Monthly Collections”), the Co-owners
(in proportion to their Proportionate Shares) shall be liable for an upside participation fee (“UPF”
or “Upside Participation Fee”) to the Asset and Property Manager, which fee shall be calculated as
follows:
UPF = (NNMC – BNNMC – MPFC) x 9.5, plus VAT
Where:
UPF = Upside Participation Fee (including VAT);
NNMC = NNMC as at the Upside Participation Fee Determination Date;
BNNMC = the base NNMC amount as at the Start Date of R15 621 611.00; and
MPFC = the monthly project funding costs, being, in summary, the aggregate cost (excluding VAT
and interest) of each Project (excluding any projects involving maintenance and repairs) funded by
the Co-owners (as approved by the Executive Committee) during the period commencing on the
Start Date and ending on the Upside Participation Fee Determination Date, multiplied by the Co-
owners Funding Cost Percentage (being the average rate of interest incurred by the Co-owners in
respect of amounts borrowed to fund Project capital expenditure during the tenor of the New PMA,
capped at 11%) and thereafter divided by 12.
3.3.3. Notwithstanding paragraph 3.3.2, in the event that the New PMA is terminated prior to the 5th
anniversary of the Start Date for any reason whatsoever (other than termination by the Co-owners
as a result of an event of default by the Asset and Property Manager or an insolvency event), the
UPF shall not be less than:
3.3.3.1. from the day immediately following the second anniversary of the Start Date until the third
anniversary of the Start Date (“Third Anniversary”): R130 000 000.00 (one hundred and thirty
million Rand);
3.3.3.2. from the day immediately following the Third Anniversary until the fourth anniversary of the
Start Date (“Fourth Anniversary”): R140 000 000.00 (one hundred and forty million Rand); and
3.3.3.3. from the day immediately following the Fourth Anniversary until the day immediately prior to
the fifth anniversary of the Start Date: R150 000 000.00 (one hundred and fifty million Rand).
3.3.4. The Upside Participation Fee (which includes VAT) shall be payable by the Co-owners (in proportion
to their Proportionate Shares) to the Asset and Property Manager, at the election of the Asset and
Property Manager, either in cash or via delivery by the Co-owners of an undivided share in the
Properties and Letting Enterprises (“Undivided Share”), the percentage (“UDSP” or “Undivided
Share Percentage”) of which will be calculated as follows:
UDSP = UPF / (NNMC x 12 / 0.08) x 100 (rounded to the nearest hundredth)
Where:
UDSP = the Undivided Share Percentage;
NNMC = NNMC as at the upside participation fee payment date (being the 10th business day after
the Upside Participation Fee has been agreed or deemed to be agreed or determined by an
independent expert) (“Upside Participation Fee Payment Date”); and
UPF = the Upside Participation Fee (excluding VAT) as determined in terms of 3.3.2 above.
3.3.5. To the extent that the Asset and Property Manager elects to receive cash, the cash will be settled
on the Upside Participation Fee Payment Date. To the extent that the Asset and Property Manager
elects to receive an Undivided Share in the Properties and Letting Enterprises (“Potential
Disposal”), the Potential Disposal will be subject to the following material terms and conditions:
3.3.5.1. each Co-owner will be required to sell a percentage of the Undivided Share equal to their
Proportionate Share in the Properties and Letting Enterprises;
3.3.5.2. the purchase price of the Undivided Share will be an amount equal to the Upside Participation
Fee (excluding VAT), plus VAT thereon;
3.3.5.3. the Co-owners and the Asset and Property Manager will use their best endeavours to transfer
the Undivided Share within 5 months of the exercise of the election by the Asset and Property
Manager;
3.3.5.4. the sale will be subject to any applicable regulatory approvals being obtained within 180 days of
the exercise of the election by the Asset and Property Manager. Should the necessary regulatory
approvals not be obtained within this period, the election by the Asset and Property Manager
will be deemed to have been withdrawn and the Upside Participation Fee shall become payable
in cash within 10 (ten) business days after the expiry of the 180-day period;
3.3.5.5. the sale will take place on a voetstoots basis; and
3.3.5.6. risk and benefit to the portion of the Undivided Share will pass on the transfer date.
3.3.6. The Company will not realise any proceeds from the Potential Disposal as the obligation to transfer
the Undivided Share will effectively be set-off against the obligation to otherwise settle the Upside
Participation Fee in cash.
3.4. Effective date
The effective date of the New PMA shall be the date on which the last of the suspensive conditions, as
set out below, has been fulfilled or waived (to the extent that the condition is capable of waiver)
(“Effective Date”). The New PMA will inure for the duration of the Services Period.
3.5. Suspensive Conditions
3.5.1. The New PMA is subject to the fulfilment or waiver of the following remaining suspensive conditions
(to the extent that the condition is capable of waiver), namely that:
3.5.1.1. by not later than 30 October 2026, the Co-owners providing, or procuring the provision of,
security in the form of a bank guarantee, which shall be satisfactory to the Asset and Property
Manager for the due and punctual payment by the Co-owners of their Proportionate Share of
the Upside Participation Fee and which will become effective on the Effective Date, capped at:
3.5.1.1.1. an amount equal to R65 000 000.00 (sixty-five million Rand) increasing to R70 000 000.00
(seventy million Rand) with effect from the third anniversary of the Start Date, and increasing
to R75 000 000.00 (seventy-five million Rand) with effect from the fourth anniversary of the
Start Date in respect of Azrapart’s guarantee; and
3.5.1.1.2. an amount equal to R27 500 000.00 (twenty-seven million five hundred thousand Rand) in
respect of Accelerate’s guarantee (“Accelerate Guarantee”); and
3.5.1.2. by not later than 17 December 2026, the shareholders of Accelerate passing a resolution
approving the entry into by the Company of the New PMA, and the performance of the
Company’s obligations under the New PMA, in accordance with the Listings Requirements
(“Shareholders Resolution”).
3.5.2. The Suspensive Condition in paragraph 3.5.1.1 may be waived by the Asset and Property Manager
by written notice to the Co-owners prior to the applicable date and the remaining Suspensive
Condition is not capable of being waived.
3.5.3. The Asset and Property Manager may, at any time prior to the applicable date and on any number
of occasions, by written notice to the Co-owners, defer the date by which any Suspensive Condition
must be fulfilled to any later date.
3.6. Significant terms
3.6.1. Powers of the Asset and Property Manager
The New PMA authorises the Asset and Property Manager to act on behalf of the Co-owners in
accordance with prescribed levels of authority, including to bind the Co-owners in respect of the
following key matters (in each case subject to the annual budget and Executive Committee
oversight, where applicable):
3.6.1.1. instituting, defending and settling legal proceedings, and instructing attorneys or counsel, in
each case in relation to the Properties and Letting Enterprises;
3.6.1.2. negotiating, signing, entering into new leases and/or renewing leases (including parking leases),
and giving notices to and accepting cancellations from tenants;
3.6.1.3. applying for licences, permissions and consents required by any statute, regulation, law or by-
law in connection with the Properties and Letting Enterprises;
3.6.1.4. representing the Co-owners before tenants and regulatory or governmental authorities, and
binding the Co-owners to decisions properly taken at such meetings;
3.6.1.5. contracting with service providers on behalf of the Co-owners; and
3.6.1.6. resolving extraordinary operational issues and otherwise performing the acts reasonably
required for the proper management and administration of the Properties and Letting
Enterprises.
3.6.2. Asset and Property Manager’s call option
3.6.2.1. In terms of the New PMA, the Co-owners further grant the Asset and Property Manager (or one
or more of the nominees of the Asset and Property Manager, provided that any such nominee
is a member of the same group of companies as the Asset and Property Manager) a call option
(“Call Option”) to acquire, as soon as reasonably possible after the Upside Participation Fee
Determination Date, an undivided share of no more than 15% in the Properties and Letting
Enterprises. The parties intend (without creating any obligation) that the Call Option will be
exercised in circumstances where the Upside Participation Fee has been paid via the delivery to
the Asset and Property Manager by the Co-owners (in proportion to their Proportionate Shares)
of an undivided share in the Properties and Letting Enterprises (as contemplated in paragraph
3.3.5).
3.6.2.2. The Asset and Property Manager shall be entitled to exercise the Call Option within 30 days of
the Upside Participation Fee Determination Date, provided that the NNMC as at the Upside
Participation Fee Determination Date are no less than the average Minimum Normalised Net
Monthly Collections for the 6 month period concerned, on written notice to the Co-owners and
the Lenders specifying the percentage undivided share (“Percentage Share”) in the Properties
and Letting Enterprises it wishes to acquire and the proportions in which Luvon and F&G will
acquire the Percentage Share.
3.6.2.3. The purchase price (including VAT) payable for the Percentage Share in the Properties and
Letting Enterprises shall be calculated as follows (“Call Option Purchase Price”) –
PP = NOI / 0.08 x PS plus VAT thereon at the applicable rate
Where:
PP = the Call Option Purchase Price (including VAT);
NOI = an amount equal to the net operating income of the Properties and Letting Enterprises
for the 12-month period following the Upside Participation Fee Determination Date as reflected
in the annual budget of the Properties and Letting Enterprises (“Forward Looking Annual
Budget”) as agreed upon between the Co-owners and the Asset and Property Manager in writing
or, failing agreement between the Co-owners and the Asset and Property Manager on the
Forward Looking Annual Budget within 30 days of the exercise of the Call Option, the actual net
operating income of the Properties and Letting Enterprises for the 12-month period preceding
the Upside Participation Fee Determination Date, escalated by 6%; and
PS = Percentage Share.
3.6.2.4. The Call Option Purchase Price for the Percentage Share will be settled in cash on the transfer
date. No determination as to the use of the proceeds of the potential disposal by the Company
of the Percentage Share has been made as at the date of this announcement.
3.6.2.5. If exercised, the Call Option will be subject to the following material terms and conditions:
3.6.2.5.1. each Co-owner will be required to sell a percentage of the Percentage Share equal to the
percentage of its undivided shares in the Properties and Letting Enterprises at the time of
the exercise of the Call Option;
3.6.2.5.2. the Call Option Purchase Price (including VAT thereon) will be payable on the transfer date;
3.6.2.5.3. the Call Option Purchase Price (including VAT thereon) will be secured by a bank guarantee
delivered by the Asset and Property Manager in favour of the Co-owners;
3.6.2.5.4. the Co-owners and the Asset and Property Manager will use their best endeavours to transfer
the Percentage Share within 5 months of the exercise of the Call Option by the Asset and
Property Manager;
3.6.2.5.5. the sale will be subject to any applicable regulatory approvals being obtained within 180 days
of the exercise of the Call Option by the Asset and Property Manager;
3.6.2.5.6. the sale will take place on a voetstoots basis; and
3.6.2.5.7. risk and benefit to the portion of the Percentage Share will pass on the transfer date (all
liabilities relating to the Properties and Letting Enterprises prior to the transfer date will be
excluded).
3.6.3. Provisions for the benefit of the Lenders
3.6.3.1. The parties to the New PMA require the consent of the Lenders in order to amend the New PMA.
3.6.3.2. The parties to the New PMA have undertaken to the Lenders that they will not cancel nor permit
the cancellation of the New PMA without the Lenders’ consent, save that the Lenders’ consent
will not be required to cancel the New PMA in terms of paragraph 3.6.5.4.
3.6.4. Guarantees
3.6.4.1. The Company shall deliver to the Asset and Property Manager by no later than 17 December
2026 a new guarantee, on the same terms as the Accelerate Guarantee, to replace the
Accelerate Guarantee, save that the new guarantee shall be capped at a maximum amount of
R65 000 000.00 (sixty-five million Rand) (“Accelerate New Guarantee”).
3.6.4.2. Following the above, the Company shall replace the Accelerate New Guarantee with a new
guarantee on the same terms as the guarantee then in force, as follows:
3.6.4.2.1. by not later than the third anniversary of the Start Date, a new guarantee capped at a
maximum amount of R70 000 000.00 (seventy million Rand); and
3.6.4.2.2. by not later than the fourth anniversary of the Start Date, a new guarantee capped at a
maximum amount of R75 000 000.00 (seventy-five million Rand).
3.6.5. Termination rights
3.6.5.1. The Co-owners have the right to terminate the New PMA on the occurrence of an unremedied
event of default or an insolvency event by the Asset and Property Manager.
3.6.5.2. The Asset and Property Manager has the right to terminate the New PMA on the occurrence of
an event of default or an insolvency event by either of the Co-owners. The fact that Azrapart
was placed under supervision or the appointment of the BRPs is not an insolvency event in terms
of the New PMA.
3.6.5.3. The New PMA will terminate automatically if the Co-owners dispose of their entire undivided
shares in the Properties and Letting Enterprises.
3.6.5.4. Accelerate has the right to cancel the New PMA on 3 months’ notice to the Asset and Property
Manager if Shareholders resolve to cancel the New PMA by way of a majority of votes. To the
extent that the New PMA is cancelled in this manner, the Asset and Property Manager will still
be entitled to the Upside Participation Fee and to exercise the Call Option.
4. IRREVOCABLE UNDERTAKING
The Asset and Property Manager has received an irrevocable undertaking to vote in favour of the
Shareholders Resolution from a Shareholder holding 1,036,747,462 Accelerate shares, representing
50.7% of the Accelerate shares in issue (excluding treasury shares).
5. RELATED PARTY CONFIRMATIONS
5.1. The New PMA is an agreement between, inter alia, the Company and related parties, being the Asset
and Property Manager and Azrapart, and is accordingly considered to be a “related party transaction”
in terms of the Listings Requirements.
5.2. In this regard, the independent directors of the Company (“the Board”) confirm as follows:
5.2.1. the following governance process was followed in the approval of the New PMA:
5.2.1.1. none of the directors of the Company has any direct or indirect interest in the Asset and Property
Manager and/or Azrapart, and accordingly no director was recused from the deliberations on,
or approval of, the New PMA;
5.2.1.2. the Board considered the terms of the New PMA, including the powers and duties of the Asset
and Property Manager, the fee structure payable thereunder, and the Call Option and the
Upside Participation Fee;
5.2.1.3. the Board considered the commercial rationale for the New PMA, including the continuity of
property and asset management services to the Company; and
5.2.1.4. the Board of the Company unanimously approved the entry into and execution of the New PMA,
and (subject to the requisite Shareholder approvals) the performance of the Company's
obligations thereunder;
5.2.2. the New PMA was concluded on an arm’s length basis, given the following:
5.2.2.1. save for the Call Option and the Upside Participation Fee, the powers and duties of the Asset
and Property Manager are broadly aligned with industry best practice and market standards;
5.2.2.2. the monthly fees are reasonable and in line with what would be expected for services of this
nature; and
5.2.2.3. the Call Option and the Upside Participation Fee were negotiated prior to the Start Date (at a
point when the Asset and Property Manager was not a related party) and were accordingly
concluded on an arm's length basis.
5.2.3. the New PMA is fair to Shareholders (excluding the related parties and their associates); and
5.2.4. the Board recommends that Shareholders should vote in favour of the Shareholders Resolution and
the resolutions required in terms of the Potential Disposal and the Call Option (as contemplated in
paragraph 8.2 below).
5.3. The related parties and their associates will be excluded from voting on the Shareholders Resolution
and the resolutions required in terms of the Potential Disposal and Call Option.
6. PROPERTY SPECIFIC INFORMATION
Property Location Sector Gross lettable Weighted Fair value
Name area (m2) average gross attributable
rental (R/m2) to the Mall
Fourways Mall Gauteng Retail 179,973 R199.00 R8.4 billion
Notes:
1. The gross lettable area of 179,973 m² represented the total area of the Mall of which Accelerate owns
a 50% undivided share, being 89,986.5 m², valued at R4.2 billion.
2. The fair value of the Mall has been determined by the directors of the Company with effect from 31
March 2026. The directors of the Company are not independent and are not registered as professional
valuers or as professional associated valuers in terms of the Property Valuers Profession Act, No. 47
of 2000. The discounted cash flow (“DCF”) valuation framework was applied. Under the DCF method,
the Mall’s fair value is estimated using explicit assumptions regarding the benefits and costs of
ownership over the asset’s life, including an exit or terminal value. The DCF method involves the
projection of a series of cash flows. To this projected cash flow series, an appropriate, market-derived
discount rate is applied to establish the present value of the cash inflows associated with the Mall.
The duration of the cash flow and the specific timing of inflows and outflows are determined by events
such as rent reviews, lease renewal and related lease-up periods, re-letting, redevelopment or
refurbishment. The appropriate duration is typically driven by market behaviour that is a
characteristic of the class of property. Periodic cash flow is typically estimated as gross income less
vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance costs, agent and
commission costs and other operating and management expenses. The series of periodic net cash
inflows, along with an estimate of the terminal value anticipated at the end of the projection period,
is then discounted at the appropriate rate. The DCF method is based on open market values with
consideration given to future earnings potential and applying an appropriate discount rate to the
property. The current use of the property is considered the highest and best use.
7. FINANCIAL INFORMATION
In terms of the latest audited annual financial statements of the Company, for the year ended 31 March
2026, the profits attributable to the Company’s interest in the Properties and Letting Enterprises
amounted to R121.7 million. In addition, based on internal management accounts, the net asset value
(assets less liabilities) of the Company’s interest in the Properties and Letting Enterprises amounted to
R2.45 billion by applying the Loan-to-value of SPV1 (the security SPV of which the Mall forms part of) to
the value of the Mall.
8. SHAREHOLDERS APPROVAL
8.1. In terms of paragraph 13.21(a) as read with 9.1(b) of the Listings Requirements, the New PMA is an
agreement between, inter alia, the Company and related parties and accordingly, the entering into of
the New PMA requires shareholder approval by way of an ordinary resolution (excluding any related
parties and their associates and any parties or their associates who are parties to or have an interest
in the New PMA).
8.2. In addition, in terms of paragraph 8.4(b) as read with 9.1(b) of the Listings Requirements, the Potential
Disposal and the Call Option are treated as category 1 related party transactions in terms of the Listings
Requirements (“Category 1 Disposals”) that require shareholder approval by way of an ordinary
resolution (excluding any related parties and their associates), given that –
8.2.1. in the case of the Potential Disposal, the Upside Participation Fee payable to the Asset and Property
Manager by the Company and Azrapart is not subject to a maximum; and
8.2.2. in the case of the Call Option, the Call Option Purchase Price payable to the Company and Azrapart
is also not subject to a maximum.
8.3. Accordingly, the Company is in the process of preparing a circular to shareholders (“Circular”), which
will contain a notice of general meeting of shareholders (“General Meeting”) to approve the New PMA
and the Category 1 Disposals. An announcement containing further details regarding the distribution
of the Circular, incorporating the notice of General Meeting, will be released on SENS in due course.
9. ADDITIONAL AGREEMENTS
Shareholders are further advised that the Company has, together with the New PMA, entered into the
following agreements, which are not subject to shareholder approval in terms of the Listings
Requirements:
9.1. a co-ownership amendment agreement entered into with the BRPs, in their capacities as the duly
appointed joint business rescue practitioners of Azrapart (“Co-ownership Amendment Agreement”),
in terms of which the parties have agreed to amend and restate the co-ownership agreement originally
entered into between the Company and Fourways Precinct Proprietary Limited (“Fourways Precinct”)
on or about 20 November 2013 (certain of Fourways Precinct's rights and obligations thereunder
having been ceded and delegated to Azrapart on or about 1 March 2016), with effect from the Effective
Date. The Co-ownership Amendment Agreement regulates the arrangements between the Co-owners
in their capacities as co-owners of the properties owned by the Co-owners. The material terms of the
Co-ownership Amendment Agreement will be summarised in the Circular; and
9.2. an agreement relating to the reconstitution of the Executive Committee of the Mall, with the Lenders,
the BRPs, in their capacities as the duly appointed joint business rescue practitioners of Azrapart, and
the Asset and Property Manager (“New Exco Agreement”) in terms of which the Executive Committee
originally established by an agreement dated 29 January 2024 (which original agreement had Fourways
Precinct and Fourways Mall Managing Agent Proprietary Limited as parties and did not have Luvon as
a party) is terminated and reconstituted for the purposes of, inter alia, making decisions regarding the
operations and management of the properties in relation to the annual budget, leasing, operational
expenditure, capital expenditure and administration.
Johannesburg
28 September 2026
Transaction Sponsor Legal Advisers
Valeo Capital Proprietary Limited Webber Wentzel
Date: 28/09/2026 01:15:00
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