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Disposal Of Wendywood Shopping Centre
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion " or “the Company” or “the Group”)
Disposal Of Wendywood Shopping Centre
1.Introduction
Shareholders are advised that the Orion Property Holding Trust (“the Seller”), a trust which holds
the properties managed by Orion Real Estate on behalf of the Company and for the benefit of the
Company has received a conditional offer from Pacific Paramount Properties Proprietary Limited
(controlled by Mr P Michaletos) (“the Purchaser”) to purchase the property known as Wendywood
Shopping Center , situated at Erf 600 Wendywood, corner Daphny and Darwin Street, Wendywood,
Johannesburg, Gauteng (“the Property”), Erf 893 Wendywood,Johannesburg, Gauteng (“Road reserve”)
and the leases managed by the Company in respect thereof (together the “Disposal”).
Accordingly, the Seller has accepted the Purchaser’s offer to purchase the Property for a consideration
of R35 million, inclusive of VAT at 0%. The purchaser is not a related party to the Seller.
2.Rationale for the Disposal and Application of Proceeds of the Disposal
The decision by Orion to dispose of the Wendywood Property is to apply a portion of the proceeds to
reduce the debt of the group and have additional funding available for expansion.
3.Suspensive Condition
The following suspensive conditions apply:
a) The Seller is to provide the Purchaser approval of the purchase of the Property by the Board of
directors of Orion by no later than 6 July 2019;
b) The Seller is to obtain, by no later than 15 August 2019, a certificate from Investec, to the satisfaction
of the Purchaser, consenting to the sale of Property and accepting an amount no more than R25 000 000
(twenty-five million Rand) in respect of the existing bond registered over the Property;
c) The Purchaser is to satisfy itself with its investigations into the Property and also be satisfied with the
results of its due diligence investigation by no later than 15 August 2019;
d) The Purchaser is to obtain, by no later than 4 September 2019, a guarantee in the amount of R35 000 000
(thirty-five million Rand) being the purchase price.
4.Terms of the Disposal
The key terms of the Agreement are set out below:
4.1 The purchase price of R35 000 000 is payable on transfer of the Property, once all the suspensive
conditions have been fulfilled, which amount shall be payable to the transferring attorneys who shall
use the proceeds to first obtain clearance certificates from the local authority, settle the outstanding
bond and thereafter the balance may be released to the Seller.
4.2 The Seller shall pay the broker’s commission on the successful registration of transfer;
4.3 The Purchaser paying the Seller R900 000 in repayment for the road reserve deposit already paid by the
Seller to the local authority in the conveyancer’s account by no later than 16 August 2019;
If VAT becomes payable by the Seller, the consideration will be deemed to be exclusive of VAT and the Purchaser
shall, on written demand from the Seller, be obliged to pay the amount of VAT to the Seller on the transfer of
the Property.
The effective date will be the date of transfer of the Property.
5.Description of the Property
The Property specific information is detailed below:
PROPERTY NAME ADDRESS LOCATION SECTOR
Wendywood Shopping Corner Daphny Gauteng Retail and Offices
Centre and Darwin Street,
Wendywood,
Johannesburg,
Gauteng
WEIGHTED AVERAGE
RENTABLE AREA NET RENTAL PER M2 TENANT PROFILE
4 937 sqm inclusive of R66 per sqm Best Before, Liquor Store, Dry
parkade and store rooms Cleaners, Hair Salon, Car Wash
and Hardware Store. Medical
Professional Office Tenants
6.Financial Information
The disposal consideration of R35 million has approximately the carrying value of R39 million, attributed
to the Property by independent professional valuers, Quadrant Properties, Peter Parfitt as at 30 June 2018.
The bond on the property amounted to R7 804 594.19 as at 31 March 2019.
The aggregate net rental received in respect of the aforementioned property amounts to R327 887 per month,
excluding VAT.
It is expected that transaction fees of not more than 1,5% of the total disposal consideration will be payable
on the transfer of the Property.
7.Warranties
The normal warranties are in place for a disposal of this nature.
8.Classification of the Disposal and cautionary announcement
The Disposal is classified as a Category 2 transaction in terms of section 9 of the JSE Listings Requirements and
will accordingly not require shareholder approval.
JOHANNESBURG
13 June 2019
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 13/06/2019 05:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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