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Amendments to the Castleview asset management agreement
CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(Approved as a REIT by the JSE)
(“Castleview” or the “Company” or the “Fund”)
AMENDMENTS TO THE CASTLEVIEW ASSET MANAGEMENT AGREEMENT
1. Introduction
Castleview’s asset management function is currently undertaken by Castleview Asset Managers Proprietary
Limited (the “Asset Manager”) in terms of the asset management agreement concluded in November 2017 (the
“Agreement”), prior to the Company’s listing on the JSE. The Agreement is due to expire on 20 November 2027
following its initial ten year term.
Castleview’s CEO, James Templeton, Executive Director, James Day, and the asset management staff are
employed by the Asset Manager.
Given the approaching expiry of the Agreement, as well as the Castleview board and shareholders’ wish to retain
the management team, shareholders are advised that, while there is an existing right to extend the Agreement for
a further five years, Castleview and the Asset Manager have instead agreed to amend the Agreement by way of
addendum (the “Addendum”) to provide for a renewed term of ten years terminating on 31 December 2036, and
to record a reduction in the management fee payable to the Asset Manager.
2. Salient terms of the Addendum
The salient terms of the Addendum are set out below and are effective from the date of fulfilment of the condition
precedent set out in in paragraph 3 below (the “Amendment Date”). The full terms of the Addendum will be set
out in the circular to be distributed to shareholders as set out in paragraph 5.
Save for the amendments recorded in the Addendum, the Agreement shall continue substantially and materially
in its existing form.
2.1. Duration
2.1.1. The term of the Agreement shall be extended to end on 31 December 2036 (the “Extended
Period”).
2.1.2. The term of the Agreement may further be extended on the same terms upon the election of the
Company for a further period of five years from the expiry date of the Extended Period (the
“Renewal Period”), subject to the approval of Castleview shareholders by way of an ordinary
resolution adopted prior to the expiry of the Extended Period.
2.2. Asset management fee
In terms of the Agreement, the Company currently pays the Asset Manager a fee equal to 0.50% of the
enterprise value.
Pursuant to the Addendum, the Company shall pay the Asset Manager a reduced monthly asset
management fee (the “Applicable Fee”) equal to 0.325% of Castleview’s enterprise value, being an amount
equal to the NAV of the Group (being the equity attributable to shareholders reflected in the latest
completed annual financial statements or the latest Group interim financial results), plus debt and certain
financial liabilities defined in the Addendum.
2.3. Termination of the Agreement
2.3.1. Either party is entitled to terminate the Agreement by giving six months’ written notice to the other
party.
2.3.2. Where the Company intends to terminate the Agreement by notice without cause, it shall first
(i) agree the Termination Fee (as defined in paragraph 2.4 below) with the Asset Manager;
(ii) obtain Castleview shareholder approval to cancel the Agreement; and (iii) deliver a bank
guarantee to the Asset Manager for payment of the Termination Fee. The Agreement shall then
terminate six months after the Company serves the Asset Manager with a formal termination notice
(the “Termination Date”).
2.3.3. In certain other circumstances, either party is entitled to cancel the Agreement, including where a
party commits a material breach as defined in the Addendum.
2.3.4. The Asset Manager shall also be entitled to cancel the Agreement where the Company disposes of
all or a greater part of its property portfolio to an entity which is not affiliated to the Company.
2.4. Termination fee
2.4.1. If the Company elects to terminate the Agreement on 6 months’ notice without cause, or the Asset
Manager cancels the Agreement for reasons contained in the Addendum other than on 6 months’
notice without cause, the Asset Manager will be entitled to receive a termination fee upon
cancellation of the Agreement (the “Termination Fee”).
2.4.2. For purposes of calculating the Termination Fee, it shall be assumed that:
2.4.2.1. if the Agreement is terminated before the fifth anniversary of the Amendment Date, the
Agreement would have remained in force for the full duration of the Extended Period; or
2.4.2.2. if the Agreement is terminated after the fifth anniversary of the Amendment Date, the
Agreement would have remained in force for the full duration of the Extended Period and
the first Renewal Period (i.e. the full fifteen year period), irrespective of whether the
renewal option had been exercised at the time of termination,
such relevant periods being the “Remaining Period”, as applicable.
2.4.3. The Termination Fee shall be calculated as the aggregate amount of the net annual profit to be
generated by the Asset Manager for the 12 month period from the date of the termination notice
(the “Forecasted Profit”), for the Remaining Period, provided that the Forecasted Profit shall be
(i) escalated annually by the forecasted South African annual Consumer Price Index rate (“CPI
Rate”) for each year of the Remaining Period; and then (ii) discounted by the discount rate equal
to the weighted average cost of capital of the Company as at the date of the termination notice.
2.4.4. The Forecasted Profit shall be calculated as the forecasted revenue of the Asset Manager less its
forecasted costs, for the 12 month period from the date of the termination notice, where:
2.4.4.1. the forecasted revenue is the higher of:
2.4.4.1.1. the Asset Manager’s forecasted revenue, on the assumption that the Asset
Manager will continue to provide all required services under the Agreement;
and
2.4.4.1.2. the average of the fees invoiced annually by the Asset Manager to Castleview
under the Agreement during the three most recently completed financial years
of the Company immediately preceding the date of the termination notice,
escalated by inflation for each year; and
2.4.4.2. the forecasted costs are the expenses before tax to be incurred by the Asset Manager for
the provision of all required services under the Agreement.
2.4.5. If the Termination Fee becomes payable as a result of the Company’s voluntary termination of the
Agreement, then the Asset Manager shall be obliged to reimburse the Company, on the date of
receipt by the Asset Manager of the Termination Fee, an amount equal to the Applicable Fee paid
by Castleview to the Asset Manager for the period from the date of the termination notice until the
date of payment of the Termination Fee.
2.4.6. The Termination Fee shall be payable by no later than the Termination Date.
2.5. Material change
2.5.1. If the Castleview board and/or shareholders (i) make a decision/s pertaining to the Company; or
(ii) require the Asset Manager to make decisions, which are contrary to the recommendations of
the Asset Manager, and which in the reasonable opinion of the Asset Manager would likely result
in the reduction in the Group NAV of more than:
2.5.1.1. R1 000 000 000 in a financial year (which amount shall be escalated annually with effect
from the Amendment Date by the CPI Rate); or
2.5.1.2. cumulatively more than 20% over a period of three years (together, a “Material
Change”),
then the parties undertake to meet within ten business days following the determination of such
Material Change to renegotiate the Applicable Fee and ensure that the revised fee would place the
Asset Manager in substantially the same position as it would have been had such decisions not been
taken. Where the parties are unable to agree a revised Applicable Fee within a period of twenty
business days following such meeting, then the Asset Manager shall be entitled to terminate the
Agreement on ten business days written notice to the Company. The Termination Fee will be
payable to the Asset Manager under these circumstances.
3. Condition precedent
The proposed amendments set out in the Addendum remain subject to the fulfilment of the condition precedent
that, by not later than 17h00 on 28 February 2027, the shareholders of the Company approve the conclusion and
implementation of the Addendum in accordance with paragraph 13.21 of the JSE Listings Requirements.
4. Related party transaction
The conclusion of the Addendum between Castleview and the Asset Manager is a related party transaction in
terms of paragraph 9.1(a)(vi) of the JSE Listings Requirements.
However, the conclusion of the Addendum falls below the “small related party transaction” categorisation
threshold for AltX listed companies contemplated in paragraph 2.71(b) of the JSE Listings Requirements and as
such, the information included in this announcement is provided in terms of paragraph 2.71(d) of the JSE Listings
Requirements, as well as in the context of the shareholder approval required in terms of paragraph 5 below.
5. Circular and section 60 resolution
The proposed amendments to the Agreement require Castleview shareholder approval in terms of paragraph 13.21
of the JSE Listings Requirements. A circular containing full details will be distributed to shareholders in due
course and will include a notice of submission of the ordinary resolution to be adopted in terms of section 60 of
the Companies Act, 71 of 2008, together with a form of consent.
8 October 2026
Corporate advisor and designated advisor
Java Capital
Legal advisor
White and Case Inc
Date: 08/10/2026 11:00:00
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