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FAIRVEST PROPERTY HOLDINGS LIMITED - Joint announcement of firm intention by Safari to offer to acquire all issued shares of Fairvest by way of a scheme

Release Date: 02/07/2019 07:05
Code(s): FVT FVA SAR     PDF:  
 
Wrap Text
Joint announcement of firm intention by Safari to offer to acquire all issued shares of Fairvest by way of a scheme

FAIRVEST PROPERTY HOLDINGS LIMITED                              SAFARI INVESTMENTS RSA LIMITED
(Incorporated in the Republic of South Africa)                  (Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)                            (Registration number 2000/015002/06)
JSE share code: FVT ISIN: ZAE 000203808                         Share code: SAR ISIN: ZAE000188280
(Approved as a REIT by the JSE Limited)                         (Approved as a REIT by the JSE Limited)
(“Fairvest”)                                                    (“Safari”)



JOINT ANNOUNCEMENT OF A FIRM INTENTION BY SAFARI TO MAKE AN OFFER TO ACQUIRE ALL THE ISSUED SHARES OF FAIRVEST BY WAY OF 
A SCHEME OF ARRANGEMENT


1.     Introduction and rationale
       With reference to the joint announcement of Safari and Fairvest released on SENS on 28 March 2019,
       shareholders are advised that Safari has notified the board of directors of Fairvest of Safari’s firm intention to
       make an offer (the “offer”) to acquire all the issued shares of Fairvest, to be effected by scheme of arrangement
       (the “scheme”) in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”). The board of
       directors of Fairvest has agreed to propose the scheme for implementation between Fairvest and Fairvest
       shareholders in order to give effect to a friendly merger of Fairvest and Safari (the “merger” or “proposed
       transaction”).
       Safari and Fairvest, which both focus on lower LSM retail properties, consider their respective management teams
       and operational platforms as synergistic and foresee that the proposed transaction will unlock enhanced
       efficiencies in the management of both companies’ property portfolios. They envisage that, after implementation
       of the proposed transaction, the management team of the enlarged group would comprise Darren Wilder as chief
       executive officer, Dirk Engelbrecht as chief operating officer and Jacques Kriel as chief financial officer.
       Implementation of the proposed transaction is expected to allow for some immediate cost savings and the
       realisation over time of improved funding costs and other efficiencies as a result of greater critical mass. Post the
       merger, an increased market capitalisation is expected to improve the liquidity in the trading of Safari shares.
2.     Terms of the offer
       2.1.    Mechanics and structure
                 2.1.1.        The offer is to acquire all Fairvest shares in issue by way of the scheme, between Fairvest
                               and all of its shareholders.
                 2.1.2.        Implementation of the scheme will constitute Fairvest as a wholly-owned subsidiary of
                               Safari and be followed by Fairvest’s delisting from the JSE Limited (“JSE”).
       2.2.    Consideration for Fairvest shares
                 2.2.1.        The scheme, if approved, will result in Fairvest shareholders exchanging their Fairvest
                               shares for shares in Safari (ranking parri passu with the existing issued and listed Safari
                               shares), at a swap ratio of 0.45 Safari shares for each Fairvest share (the “scheme
                               consideration”).
              2.2.2.        The scheme consideration is based on the assumption that, at the date of implementation
                            of the scheme, Fairvest and Safari will have shares in issue (and no outstanding shares or
                            rights to be issued shares) as follows:

                            2.2.2.1.       Fairvest – 1 018 125 441 ordinary shares; and

                            2.2.2.2.       Safari – 310 826 016 ordinary shares.

                            Insofar as it is necessary, any changes to the above number of issued or to be issued shares
                            will be taken into account in a proportionate adjustment to the scheme consideration, with
                            the relevant exchange ratio rounded according to standard convention to the fifth decimal
                            place. Entitlements to fractions of Safari shares will be settled in cash, in the manner
                            provided for in the JSE Listings Requirements.

3.     Conditions
       The offer and the scheme will be subject to the following suspensive conditions ("Conditions"):
       3.1.    by 31 December 2019 (the "Longstop Date"), provision by an independent expert, appointed by the
               Fairvest board in accordance with section 114(2) of the Companies Act and Regulations 90 and 110(1)
               of the Companies Regulations, 2011 (the “Takeover Regulations”), of an opinion dealing with the
               matters set out in sections 114(3) of the Companies Act and Regulation 90 of the Takeover Regulations,
               and in which opinion the independent expert expresses the view that the scheme and the scheme
               consideration are fair and reasonable to Fairvest shareholders;

       3.2.    by the Longstop Date, approval being given by the requisite majority of Safari shareholders of the
               relevant resolutions required to authorise the implementation of the scheme as pursuant to (i) a “category
               1 transaction” and a reverse-takeover in terms of the JSE Listings Requirements, (ii) section 41 of the
               Companies Act and (iii) the memorandum of incorporation of Safari;

       3.3.    by the Longstop Date, the JSE granting in principle approval to admit to listing on the Main Board of the
               JSE the Safari shares constituting the scheme consideration, and for the continued listing of Safari shares
               on the Main Board of the JSE, either unconditionally or on conditions which are (i) of an administrative
               or procedural nature or (ii) are reasonably acceptable to Fairvest and Safari;

       3.4.    by the Longstop Date, implementation of the internalisation of the external asset manager of Fairvest,
               New Star Asset Management Proprietary Limited (the “external asset manager”), by payment of cash
               and/or the issue of new Fairvest shares (provided that any such shares are issued prior to the scheme
               record date and are subject to the scheme), at a price and on a basis that Fairvest and Safari reasonably
               assess will not be dilutive of the distributable earnings forecast by Fairvest for the 12 months ending 30
               June 2020, or thereafter and will not result in (i) any commitment, obligation, liability or cost to Fairvest
               or any of its subsidiaries which is deferred or which is of a capital nature or (ii) any restriction on Fairvest
               or any of its subsidiaries;

       3.5.    by the Longstop Date, the joint offer circular relating to the offer and scheme is despatched to Fairvest
               shareholders, incorporating unanimous or majority recommendations by the board and the independent
               board of directors of Fairvest to Fairvest shareholders to approve the scheme, and the opinion of the
               independent expert referred to in paragraph 3.1, and such recommendations and opinions not being
               withdrawn or adversely amended prior to the fulfilment of the condition in paragraph 3.6;

       3.6.    by the Longstop Date, approval being given by the requisite majority of Fairvest shareholders, as
               contemplated in section 115 of the Companies Act and, as applicable, the memorandum of incorporation
               of Fairvest, and, by no later than the Longstop Date, (i) to the extent required, the approval of the
               implementation of the relevant special resolution(s) by the High Court is obtained and (ii), if applicable,
               Fairvest not treating the scheme special resolution as a nullity, as contemplated in section 115(5)(b) of
               the Companies Act;

       3.7.    with regard to Fairvest shareholders exercising their appraisal rights under section 164 of the Companies
               Act (if any), either: (i) Fairvest shareholders give notice objecting to the scheme as contemplated in
               section 164(3) of the Companies Act and vote against the scheme at the relevant meeting in respect of
               less than or equal to 2% of all of the issued Fairvest shares or (ii) if Fairvest shareholders give notice
               objecting to the scheme and vote against the scheme at the meeting in respect of more than 2% of all of
               the Fairvest shares, then, within the time period permitted in terms of the Companies Act, dissenting
               shareholders have exercised appraisal rights, by giving valid demands in terms of sections 164(5) to
               164(8) of the Companies Act, in respect of less than or equal to 2% of all the Fairvest shares, or not at
               all; provided that this Condition will not fail unless and until on or before the Longstop Date Fairvest or
               Safari gives the other written notice that the condition has failed and has not been waived;

       3.8.    by the Longstop Date, all applicable regulatory and statutory approvals required by either Safari or
               Fairvest, or their subsidiaries, for or arising from the proposed transaction are obtained, including, (i) the
               issue of a compliance certificate by the Takeover Regulation Panel in relation to the scheme, and (ii)
               approval from the South African Competition authorities, in each such case on an unconditional basis, or
               to the extent that any such regulatory or statutory approvals are subject to any obligation, undertaking,
               condition or qualification, Fairvest and Safari confirming in writing to each other, acting reasonably, that
               the obligation, undertaking, condition or qualification is acceptable to them;

       3.9.    by the Longstop Date, where any approval (including any permission, waiver or consent) is required by
               either Fairvest or Safari, or any of its or their subsidiaries, from a third party under any third party debt
               or preference share funding agreement or document, or guarantee or security arrangement related thereto,
               (collectively, "Funding Documents") binding on either Fairvest or Safari, or any of their subsidiaries, in
               order for Fairvest or Safari to enter into and/or implement the scheme without such action (i) causing a
               breach of or default under such Funding Document; (ii) giving rise to a liability (or increased liability) to
               Fairvest, Safari or any of its or their subsidiaries; and/or (iii) giving rise to a material right in favour of
               any third party, such approval is granted in each such case on an unconditional basis, or to the extent that
               any such approvals are subject to any obligation, undertaking, condition or qualification, and subject to
               an occurrence described in (i), (ii) and (iii) constituting a material adverse event as defined in paragraph
               4.1.5 below, Fairvest and Safari confirming in writing to each other, acting reasonably, that the obligation,
               undertaking, condition or qualification is acceptable to them; and

       3.10.   by the Longstop Date, where any approval (including any permission, waiver or consent) is required by
               either Fairvest or Safari from a third party under any lease agreement, shareholders agreement,
               constitutional document, joint venture agreement, or other agreement related thereto (collectively, "Key
               Third Party Contracts") binding on either Fairvest or Safari, or any of their subsidiaries, or under any
               law, in order for Fairvest or Safari to enter into and/or implement the scheme without such action (i)
               causing a breach of or default under such Key Third Party Contract or law; (ii) giving rise to a liability
               (or increased liability) to Fairvest, Safari or any of its or their subsidiaries (including any requirement to
               make a mandatory offer); and/or (iii) giving rise to a material right in favour of any third party, such
               approval is granted in each such case on an unconditional basis, or to the extent that any such approvals
               are subject to any obligation, undertaking, condition or qualification, and subject to an occurrence
               described in (i), (ii) and (iii) constituting a material adverse event as defined in paragraph 4.1.5 below,
               Fairvest and Safari confirming in writing to each other, acting reasonably, that the obligation,
               undertaking, condition or qualification is acceptable to them.

       Each of Safari and Fairvest will co-operate with one another, and shall take such actions as are reasonably
       available to it to procure that its subsidiaries shall, use its/their respective reasonable endeavours to procure the
       fulfilment of each of the Conditions as soon as practicably possible, to the extent that it is within its respective
       power or control to do so (but without being obliged to waive any Condition or give any consent or confirmation
       thereunder to the extent it is permitted to reasonably withhold such consent and acts reasonably in doing so).

       The Conditions are for the benefit of both Fairvest and Safari and may be waived by written agreement between
       them prior to the date and time for fulfilment of the relevant Condition/s.

       Subject to the sentence hereafter, in the event that the Conditions are not fulfilled or waived timeously, then the
       scheme will not become operative and shall be of no force or effect. The Conditions will be read pro non-scripto
       for all purposes upon the issue on SENS of the finalisation announcement jointly approved in writing by Fairvest
       and Safari.

       The dates/s and times for the fulfilment or waiver of any one or more of the Conditions may be extended by
       written agreement between Fairvest and Safari.

4.     Termination events

       4.1.    The scheme will terminate forthwith, and the scheme resolution (if any) shall be treated by Fairvest as a
               nullity –

               4.1.1.     upon written notice from either Fairvest to Safari, or Safari to Fairvest, if the scheme is not
                          approved by the requisite majority of Fairvest shareholders at the meeting convened for such
                          purpose;

               4.1.2.     upon written notice from either Fairvest to Safari, or Safari to Fairvest, if the transaction is not
                          approved by the requisite majority of Safari shareholders at the meeting convened for such
                          purpose;

               4.1.3.     if any Condition which may be waived by Safari becomes incapable of fulfilment, and Safari
                          notifies Fairvest in writing that Safari will not waive that Condition or if any Condition which
                          may be waived by Fairvest becomes incapable of fulfilment, and Fairvest notifies Safari in
                          writing that Safari will not waive that Condition;

               4.1.4.     upon written notice from either Fairvest to Safari, or Safari to Fairvest, if all of the Conditions
                          have not been fulfilled or waived (to the extent permitted), on or before the relevant date/s for
                          fulfilment or waiver (to the extent permitted);

               4.1.5.     upon written notice from either Fairvest to Safari, or Safari to Fairvest, if at any time prior to
                          or at the date on which the scheme is or becomes unconditional, there arises or occurs a
                          material adverse event in relation to either or both Fairvest and/or Safari. A “material adverse
                          event” shall mean any event, circumstance or matter or a combination of events,
                          circumstances or matters, which has (or might reasonably be expected to have) a material
                          adverse effect on the business, assets, liabilities, value and/or financial condition of either
                          Fairvest or Safari, including any event, circumstance or matter that may have (or might
                          reasonably be expected to have) an adverse impact of more than 5% of anticipated distribution
                          per share for the 12-month forecast period to 30 June 2020; or

               4.1.6.     upon written notice by Safari to Fairvest, or Fairvest to Safari, ("defaulting party"), as
                          applicable, if the defaulting party commits a material breach of any provision of the scheme
                          or the terms of paragraphs 6 or 7 and fails to remedy such breach within the shorter of (i) 10
                          business days of receipt of a written notice by the defaulting party from another party
                          requesting such remedy or (ii) the date on which the scheme is or becomes unconditional.

       4.2.    Neither Fairvest nor Safari may terminate the scheme after the date on which the scheme is or becomes
               unconditional.

5.     Clean-out distribution

       5.1.    The Safari shares constituting the scheme consideration to be issued to Fairvest shareholders are to be
               issued “ex” entitlement to any distribution for the period commencing immediately subsequent to the
               most recent year-end or interim reporting period, whichever is most recent, to the record date for the
               implementation of the scheme (the “clean-out distribution record date”).

       5.2.    In order to achieve this, Safari will declare and pay a special cash distribution to Safari shareholders for
               the period commencing immediately subsequent to the most recently preceding year-end or interim
               reporting period and ending on the clean-out distribution record date, with such Safari shareholders
               becoming unconditionally entitled to this dividend as of a record date prior to the date on which the new
               Safari shares are issued to Fairvest shareholders pursuant to the scheme.

       5.3.    In addition, Fairvest will declare and pay a special cash distribution to Fairvest shareholders for the period
               commencing immediately subsequent to the most recently preceding year-end or interim reporting period
               and ending on the clean-out distribution record date, with such Fairvest shareholders becoming
               unconditionally entitled to this dividend as of a record date prior to the record date for the scheme.

       5.4.    As a consequence of the special distribution for the period ending on the clean-out distribution record
               date, Safari’s next distribution in respect of Safari shares for the following reporting period will be for
               the period from the clean-out distribution record date to the end of the next year-end or interim reporting
               period, as the case may be.

6.     Interim period undertakings
       Each of Safari and Fairvest have reciprocally undertaken in favour of the other that, between the date of this
       announcement and the earlier of the implementation or termination of the scheme, it will and will take such
       actions as are reasonably available to it to procure that its subsidiaries shall:

       6.1.    continue to conduct its and their businesses in the ordinary and regular course;

       6.2.    not without the prior written consent of the other party, which consent shall not be unreasonably withheld
               or delayed, make any acquisitions or effect any disposals of any properties and/or the rental enterprises
               conducted thereon;

       6.3.    not without the prior written consent of the other party, which consent shall not be unreasonably withheld
               or delayed, increase their indebtedness, at a consolidated level, over and above their existing debt
               facilities, nor shall they amend any of the terms applicable to such existing debt facilities in a manner
               which is materially adverse to it;

       6.4.    not without the prior written consent of the other party, which consent shall not be unreasonably withheld,
               issue any shares or other debt or equity securities, or grant any options in or over such shares or securities;
               provided that a party shall be entitled to withhold its consent in respect of an issue of shares by the other
               party which is (i) not pursuant to an acquisition in the ordinary course of business and/or (ii) alone, or
               when aggregated with any other share issue, in excess of 10% of the shares in issue as at 28 June 2019
               of the issuing party, and/or (iii) is dilutive of the earnings per share of the issuing party; and
       6.5.    other than as provided in paragraph 5, not effect any payments or distributions to shareholders other than
               in the ordinary, normal and regular course in accordance with its historic distribution policy and practices.

7.     Exclusivity
       7.1.    Each of Fairvest and Safari have reciprocally undertaken in favour of one another that, until the earlier
               of the Long Stop Date or the date on which the scheme terminates or is implemented (the “exclusivity
               period”), they will not, directly or indirectly solicit, initiate or encourage any expression of interest,
               enquiry, proposal or offer regarding any merger, amalgamation, business combination, takeover bid, sale
               or other disposition of all or substantially all of the equity in and/or business and/or assets of either party,
               or afford options to acquire equity, the business and/or assets of either party or enter into any negotiation
               or consummate any transaction for any type of similar transaction or series of transactions, which would
               or could constitute a change of control (as contemplated in section 123(5) of the Companies Act read
               with Regulation 86 of the Takeover Regulations) in relation to either party or reasonably be considered
               to be likely to preclude or frustrate the proposed transaction or its implementation (each an “alternative
               proposal”).

       7.2.    The obligations contained in paragraph 7.1 above do not vary, detract from or limit the fiduciary duties
               of the board of directors of Fairvest and Safari under common law, statute and/or any regulatory
               framework.

8.     Pro forma earnings and net asset value effects pertaining to the scheme

       Financial effects for Fairvest shareholders

       8.1.    In terms of Regulation 101(7)(b)(iv) of the Takeover Regulations, a firm intention announcement must
               contain, inter alia, the pro forma earnings and asset value per offeree regulated company security if the
               offer consideration consists wholly or partly of offeror securities.

               The pro forma financial effects of the scheme for Fairvest shareholders set out below are provided for
               illustrative purposes only, to provide information about how the scheme may have affected the financial
               performance and financial position of Fairvest and, because of its nature, may not fairly represent the
               financial performance and financial position of Fairvest after implementation of the scheme. The pro
               forma financial effects have been prepared in accordance with International Financial Reporting
               Standards, the Guide on Pro Forma Financial Information issued by the South African Institute of
               Chartered Accountants and the JSE Listings Requirements.

       8.2.    The table below sets out the pro forma financial effects of the scheme on a Fairvest shareholder based on
               Fairvest’s unaudited results for the six months ended 31 December 2018, assuming that the scheme had
               been implemented on 1 July 2018 for purposes of the statement of comprehensive income and on 31
               December 2018 for purposes of the statement of financial position.

               Fairvest shareholder pro forma                        Before the
               financial effects (cents):                          adjustments¹ After the scheme2,3              % change
               Net asset value per share                                 232.98              270.52                 16.1%
               Net tangible asset value per share                        232.98              270.52                 16.1%
               Earnings per share                                         15.74               63.35                302.4%
               Headline earnings per share                                11.60               10.20               (12.0)%
               Dividend per share                                         10.62               10.71                  0.8%


      Notes and assumptions:
      1.  This information has been extracted, without adjustment, from Fairvest’s unaudited results for the six months
          ended 31 December 2018.
      2.  The pro forma financial effects of the scheme on a Fairvest share have been calculated by combining Safari’s
          results for the six months ended 31 March 2019 with Fairvest’s unaudited results for the six months ended 31
          December 2018. Included in earnings per share is a gain on bargain purchase calculated at R802.5 million.
          The gain has been calculated with reference to the scheme consideration and the fair values of assets and
          liabilities acquired had the scheme been implemented on 1 July 2018. The pro forma financial effects of the
          scheme on a Safari share were then multiplied by the scheme consideration to calculate the pro forma financial
          effects to a Fairvest shareholder.
      3.  Safari’s earnings per share, headline earnings per share and dividend per share for the six months ended 31
          March 2019 were calculated by subtracting Safari’s unaudited results for the six months ended 30 September
          2018 from Safari’s audited annual financial statements for the year ended 31 March 2019.

9.  Delisting of Fairvest from the JSE
    Following implementation of the scheme, the listing of all the shares of Fairvest on the Main Board of the JSE
    will be terminated.

10. Continued listing of Safari on the JSE
    As the proposed transaction results in a reverse takeover of Safari, the JSE is required to approve the continued
    listing of Safari. As there is no certainty that the JSE will grant such approval, such approval has been made a
    Condition to the scheme.

11.  Beneficial interest in Fairvest
     In accordance with the requirements of Takeover Regulations 101(7)(c)(i)-(iii), no beneficial interests in Fairvest
     are held or controlled, directly or indirectly, by any relevant party.

12.  Confirmation to the Takeover Regulation Panel
     In accordance with the Takeover Regulations, Safari has confirmed with the Takeover Regulation Panel
     (the “TRP”) that it has a sufficient number of authorised and unissued shares in order to fulfil its consideration
     obligations in terms of the offer.

13.  Safari shareholding in Fairvest

      Safari does not hold or control (directly or indirectly) any Fairvest shares and does not have any arrangements
      (whether by way of option or otherwise) to acquire Fairvest shares, other than pursuant to the offer.

14.   Documentation and timing in relation to the scheme

      Full details of the scheme and ancillary matters will be set out in a joint circular which will be distributed by
      Fairvest and Safari to Fairvest shareholders within 20 business days after the date of this announcement, or such
      later date as agreed with the TRP, and will include the opinions of the independent expert in respect of the scheme,
      a notice of scheme meeting of Fairvest shareholders to approve the scheme and the applicable salient dates and
      times, including the date of the scheme meeting of Fairvest shareholders.

      The proposed transaction will constitute a category 1 acquisition for Safari in terms of the JSE Listings
      Requirements, and will require approval of Safari shareholders under section 41 of the Companies Act. Full details
      of the scheme will be set out in a circular which will be distributed by Safari to Safari shareholders within 60 days
      of this announcement, or such later date as agreed with the JSE, and will include a notice of general meeting of
      Safari shareholders to approve the scheme and the applicable salient dates and times, including the date of the
      general meeting of Safari shareholders.

      The proposed transaction will also constitute a reverse takeover of Safari by Fairvest in terms of the JSE Listings
      Requirements, requiring revised listing particulars in respect of the enlarged Safari pursuant to the proposed
      transaction. Revised listing particulars will be distributed by Safari to Safari shareholders together with the
      category 1 circular

15.   No concert party arrangements

      Safari is not acting in concert with any other person in relation to the offer or the scheme.

16.   Appointment of independent board

      Shareholders are advised that an independent board of directors consisting of Louis Andrag, Ndabe Mkhize,
      Advocate Jacob Wiese, Trevor Cohen and Khegu Nkuna has been appointed by Fairvest.

17.   Historical financial information

      As at 31 December 2018, Fairvest reported equity attributable to the owners of the company of R2.34 billion and
      net asset value per share of 232.98 cents. For the six months ended 31 December 2018, Fairvest reported profit
      and total comprehensive income attributable to owners of the parent of R157.10 million, distributable earnings of
      R106.79 million and dividend per share of 10.616 cents.

      This information has been extracted from the unaudited summarised consolidated results of Fairvest for the six
      months ended 31 December 2018, which has been prepared in accordance with International Financial Reporting
      Standards and is available on Fairvest’s website at https://fairvest.co.za/news/results.

18.   Property specific information

      The property specific information required in terms of the JSE Listings Requirements in relation to each of the
      properties comprising Fairvest’s property portfolio is set out below.

                                                                                            Weighted
                                                                                          average net
                                                                                               rental      Valuation
               Property name                 Location                      GLA (m )  2
                                                                                              (R/m2)         (R’000)
               Offices                                                        8 465                          156 900
         1     CHEP Building                 Westville, KZN                   3 337           110.77#1       104 900
         2     Omniplace                     Bellville, WC                    2 627            107.01         33 800
         3     The Palms                     Midrand, GP                      2 501             78.99         18 200
               Retail                                                       232 749                        2 983 100
         4     Bara Precinct                 Soweto, GP                      23 133             127.22       341 200
         5     Middestad Mall                Bloemfontein, FS                18 162             135.30       260 400
         6     Shoprite Empangeni            Empangeni, KZN                  13 660             129.37       191 200
         7     Tokai Junction                Tokai, WC                        7 698             168.71       157 900
         8     Nyanga Junction               Nyanga, WC                      10 689             157.38       149 100
         9     Sibilo Shopping Centre        Postmasburg, NC                  8 476             130.34       123 500
         10    Westville Junction            Westville, KZN                   6 333             156.09       105 900
         11    Kim Park                      Kimberley, NC                    8 949             104.43        99 100
         12    Southview Shopping            Soshanguve, GAU                  7 620             111.83        98 700
               Centre
         13    Paddagat                      George, WC                      11 001              87.47        96 800
         14    Qualbert Centre               Durban, KZN                      4 655             171.98        84 500
         15    Mala Plaza                    Malamulele, LP                   6 206             127.11        84 500
         16    Richmond Shopping             Richmond, KZN                    8 844             100.27        82 300
               Centre
         17    Macassar Retail Centre        Macassar, WC                      5 516            125.59         80 000
         18    425 West Street               Durban, KZN                       9 559            110.77#1       78 100
         19    Boxer Elliotdale              Elliotdale, EC                    7 366           98.65            76 400
         20    Sebokeng Plaza                Sebokeng, GP                      5 717          108.23            70 400
         21    Mega Park                     Bloemfontein, FS                  5 967          111.31            70 100
         22    Club View Corner              Centurion, GP                     6 074          106.39            67 300
         23    Cosmos Centre                 Bethal, MP                        4 692          120.46            66 700
         24    The Ridge                     Roodepoort, GP                    4 666          139.82            60 900
         25    Masingita Shopping            Giyani, LP                        5 269          112.14            57 400
               Centre
         26    Bokleni Plaza                 Libode, EC                        4 980          109.21            56 200
         27    212 Church Street             Pietermaritzburg, KZN             1 980         110.77#1           46 900
         28    Boxer Mqanduli                Mqanduli, EC                      4 089          111.50            44 700
         29    Coronation Walk               Queensburgh, KZN                  3 047          132.91            42 800
         30    Boxer Tabankulu               Tabankulu, EC                     3 598          105.26            40 800
         31    210 Church Street             Pietermaritzburg, KZN             1 897         110.77#1           36 700
         32    Parow Valley Centre           Parow, WC                         3 985           87.24            36 200
         33    Jan Niemand Spar              Pretoria, GP                      2 139         110.77#1           31 400
         34    Mkuze Corner                  Mkuze, KZN                        3 388           90.96            31 100
         35    Orange Farm                   Orange Farm, GP                   2 685           76.24            25 200
         36    Zamdela Shopping Centre       Zamdela, FS                       2 247           92.95            24 800
         37    Pick `n Pay Vereeniging       Vereeniging, GP                   2 626           79.68            24 500
         38    Score Stretford               Stretford, GP                     1 508         110.77#1           12 400
         39    Score Sharpeville             Sharpeville, GP                   1 145         110.77#1           12 100
         40    Bradlows Building             Bloemfontein, FS                  1 942           55.07            11 200
         41    Nyanga Shopping Centre        Nyanga, WC                        1 242         110.77#1            3 700
               Total                                                         241 214                         3 140 000

Notes:
   1. #1 means single tenanted property. The weighted average net rent per m2 for all single tenanted properties is
       R110.77 at 31 December 2018.
   2. All of the information is provided at 31 December 2018.
   3. All of the properties were valued at 31 December 2018 by the directors of Fairvest, who 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.
   4. Safari is acquiring all of the issued shares of Fairvest in terms of the scheme and the scheme consideration will
       be settled in so many Safari shares as determined in terms of the swap ratio. No purchase price has been
       attributed to the Fairvest property portfolio or individual properties within the Fairvest property portfolio. The
       effective date of the proposed transaction is the date on which the scheme becomes unconditional.

19.   Responsibility statements

      The Fairvest board and independent board accept responsibility for the information contained in this
      announcement insofar as it relates to Fairvest. To the best of the respective boards’ knowledge and belief, the
      information contained in this announcement is true and this announcement does not omit anything likely to affect
      the importance of the information.
      The Safari board accepts responsibility for the information contained in this announcement insofar as it relates to
      Safari. To the best of its knowledge and belief, the information contained in this announcement is true and the
      announcement does not omit anything likely to affect the importance of the information.


1 July 2019



Transaction advisor to Fairvest and Safari and transaction sponsor to Fairvest
Java Capital

Independent transaction advisor and transaction sponsor to Safari
Nedbank CIB

Legal advisor to Safari
Webber Wentzel

Sponsor to Fairvest and Safari
PSG Capital

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