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Announcement relating to small related party transactions
Value Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1997/002203/06
Share code: VLE
ISIN code: ZAE000016507
(“Value” or “the Group”)
ANNOUNCEMENT RELATING TO SMALL RELATED PARTY TRANSACTIONS
1. Introduction, rationale and salient terms
Value is an integrated logistics service provider. Services are conducted throughout South Africa
utilising its infrastructure, incorporating its logistics premises, which are critical in conducting its
operations.
Shareholders of Value are advised that Value Logistics Limited (a wholly owned subsidiary of Value)
(“the Lessee”) has entered in to the following triple nett lease agreements (“the Leases”) with various
property companies represented by Mr Steven Gottschalk (a director of Value), in respect of the
following:
1.1
Related party property owning company: Lougot Property Investments (Pty) Ltd
Property description: Unit 2 of Portion 477 of the Farm Joostenbergvlakte
No. 728 in the City of Cape Town, Division of Paarl,
Province Western Cape situated at No. 728
Sandringham Road, Kraaifontein, Cape Town
Lease commencement date: 1 October 2019
Lease expiring date: 29 February 2020
Lease period: 5 months
Monthly rental (excluding VAT): R641,337.32
The Lease is not subject to the fulfilment of any conditions precedent.
1.2
Related party property owning company: Future Indefinite Investments 180 (Pty) Ltd
Property description: A portion of Portion 96 of Farm Rietfontein 63 IR,
Ekurhuleni situated at 147 North Reef Road, Wilbart,
Germiston, Ekurhuleni Metropolitan Municipality,
Johannesburg
Lease commencement date: 1 September 2019
Lease expiring date: 29 February 2020
Lease period: 6 months
Monthly rental (excluding VAT): R221,361.00
The Lease is not subject to the fulfilment of any conditions precedent.
1.3
Related party property owning company: Future Indefinite Investments 180 (Pty) Ltd
Property description: Portion 1 of Erf 1913 Harrismith, Maluti A Phofung
Local Municipality, Registration Division Harrismith
RD, Free State Province situated at 1 Hoek Street,
Hardustria, Harrismith
Lease commencement date: 1 January 2020
Lease expiring date: 31 December 2021
Lease period: 2 years
Monthly rental (excluding VAT): R73,000.00
Annual escalation rate: 7%
The Lease is not subject to the fulfilment of any conditions precedent.
1.4
Related party property owning company: Future Indefinite Investments 180 (Pty) Ltd
Property description: A portion of Erf 3781 Pomona Extension 113,
Ekurhuleni Metropolitan Municipality and remainder of
Portion 681 of Farm Rietfontein 31 IR, Gauteng
Province situated at 681 7th Avenue, Pomona,
Ekurhuleni Metropolitan Municipality, Johannesburg
Lease commencement date: 23 September 2019
Lease expiring date: 31 December 2019
Lease period: 3 months and 8 days.
Monthly rental (excluding VAT): R237,000.00
The Lease is not subject to the fulfilment of any conditions precedent.
2. Related party considerations
The JSE Limited (“JSE”) has ruled that the Leases are deemed to be related party transactions in terms
of the JSE Listings Requirements as a consequence of Mr Gottschalk being a director of Value and the
Lessee and furthermore as a result of Mr Gottschalk indirectly owning more than 20% of the shares in
Value.
Based on the aggregated rental amount for the Lease Periods amounting to R7,122,372.60 the
aforementioned Leases will be deemed small related party transactions in terms of Section 10.7 of the
JSE Listing Requirements.
The board of directors of Value (“the Board”) is required to provide the JSE with written confirmation
from an independent professional expert confirming that the terms of the Leases are fair insofar as
Shareholders are concerned.
Mazars Corporate Finance Proprietary Limited (“Mazars Corporate Finance”) has been appointed as the
independent professional expert by the Board and provided the Board with fairness opinions with regard
to the Leases (“Fairness Opinions”) in which they have advised the Board that they believe that the
terms of the Leases are fair to Shareholders.
The Fairness Opinions will lie open for inspection at the registered office of Value being 49 Brewery
Road, Isando, Gauteng for a period of 28 days from the date of this announcement.
Johannesburg
17 December 2019
Sponsor:
Investec Bank Limited
Independent Expert:
Mazars Corporate Finance (Pty) Ltd
Date: 17-12-2019 11:34:00
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