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Disposal of properties
REBOSIS PROPERTY FUND LIMITED (IN BUSINESS RESCUE)
(Incorporated in the Republic of South Africa)
(Registration number: 2010/003468/06)
JSE share code: REA ISIN: ZAE000240552
JSE share code: REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or the “Company”)
DISPOSAL OF PROPERTIES
1. Introduction
Rebosis shareholders are referred to the business rescue plan (“BR Plan”) published on 17 March 2023,
the announcement released on SENS on 6 April 2023 relating to the public sale process (“PSP”) in respect
of Rebosis’ assets, as well as the monthly update announcements, the latest announcement having been
released on SENS on 15 August 2023.
Rebosis is now in a position to confirm that in terms of the PSP it has entered into a portfolio sale
agreement (“Agreement”) between Phahlani Lincoln Mkhomo N.O. and Jacques du Toit N.O. (in their
capacity as the duly appointed joint business rescue practitioners (“Joint BRPs”) of Ascension Properties
Proprietary Limited (in business rescue) and Hemipac Investments Proprietary Limited (“Hemipac”), to
dispose of a portfolio of properties, together with the rental enterprises conducted thereon (“Disposal
Properties”), for an aggregate consideration of R650,000,000 (the “Disposal”).
Ascension Properties Proprietary Limited is a subsidiary of Rebosis (in business rescue).
The Disposal will become effective following the fulfilment or waiver of the conditions precedent referred
to below, on the date of registration of transfer of ownership of the Disposal Properties into the name of
Hemipac (“Transfer Date”) which are anticipated to be by or about 28 February 2024.
2. Rationale and use of proceeds
The PSP was initiated in accordance with the approved BR Plan to facilitate the disposal of Rebosis Group
assets in order to reduce the overall Rebosis group debt. The Disposal is in accordance with the PSP and
is the culmination of a competitive process. The proceeds of the Disposal will be used to reduce the
existing indebtedness of the Rebosis group.
3. Terms and conditions of the Disposal
3.1 Purchaser
The beneficial shareholder of Hemipac is SKG Africa (Pty) Ltd.
Hemipac is not a related party of Rebosis in terms of the JSE Limited (“JSE”) Listings
Requirements.
3.2 Disposal consideration
The disposal consideration payable for the Disposal is an amount of R650,000,000, the individual
considerations payable for each property being payable on transfer of ownership of each individual
property comprising the Disposal Properties.
The disposal consideration is subject to the usual adjustments applicable on sales of immovable
property.
3.3 Undertakings, warranties and indemnities
The Agreement provides for terms which are normal for transactions of this nature, including that
the employees predominantly assigned to the rental enterprises being sold will transfer to the
purchaser in terms of section 197 of the Labour Relations Act, No 66 of 1995, as amended.
4. Conditions precedent
The Disposal is subject to the fulfilment or waiver, as the case may be, of the following conditions
precedent:
4.1 by no later than 10 business days after the signature date of the Agreement (“Signature Date”),
any creditor of Rebosis with a relevant secured claim (“Secured Creditors”) providing their written
consent to the Disposal as contemplated in the Agreement, to the extent required;
4.2 by no later than 15 business days after the Signature Date, Hemipac having concluded a credit
approved term sheet with Investec Bank Limited on terms acceptable to Hemipac and providing a
copy thereof to Rebosis;
4.3 by no later than 30 business days after the Signature Date, Hemipac furnishing Rebosis with bank
guarantees for the payment of each individual Disposal Property’s purchase price from a bank or
banks, registered as a financial institution in South Africa, acceptable to Rebosis, and on terms
acceptable to Rebosis; and
4.4 by not later than 180 business days after fulfilment of the condition precedent set out in paragraph
4.1 above, the Disposal having been approved by the Competition Authorities in terms of the
Competition Act, No 89 of 1998, either unconditionally or, in the event of a conditional approval, on
terms and conditions which the party adversely affected by such terms and conditions confirms in
writing to be acceptable to it.
5. Details of the Disposal Properties, and related financial information
Details of the Disposal Properties are as follows:
Gross Weighted
Single or Net operating Disposal
lettable average rental 1
Vacancy Property value2
Property name Location Sector multi income/ (loss) consideration
area per sqm1 rate 1
(R'000)
tenanted (R'000) (R'000)
(sqm) (R)
373 Pretorius Street Pretoria Offices 13 340 Vacant - -3 589 100% 67 000 55 000
Bathopele Johannesburg Offices 11 500 Vacant - -5 078 100% 57 759 40 000
Grand Central Cape Town Offices 33 446 Multi 38,67 12 019 88% 167 979 320 000
Mishumo House Johannesburg Offices 6 154 Multi 120,50 3 425 6% 30 908 52 000
NBC Building Braamfontein Offices 10 000 Vacant 14,88 -2 112 91% 50 225 40 000
Prorom Building Nelspruit Offices 6 442 Multi 143,93 7 273 0% 32 355 70 000
Schreiner Chambers Johannesburg Offices 19 241 Multi 66,50 13 904 53% 96 636 190 000
Sigma House Bellville Offices 3 751 Multi 124,58 2 944 0% 18 839 32 000
Spectrum House Bellville Offices 7 550 Multi 130,88 7 928 3% 37 950 80 000
VWL Building Pretoria Offices 17 989 Single 139,94 22 768 0% 90 349 190 000
Total 129 412 59 482 650 000 1 069 000
Notes:
1. The weighted average rentals, net operating income/(loss) and vacancy rates have been extracted
from Rebosis’ latest unaudited management report as at July 2023.
2. The valuations were performed as at 1 April 2023 by Quadrant Properties which is independent from
the Company and registered as a professional valuer in terms of the Property Valuers Profession Act,
No. 47 of 2000.
3. The financial information in this announcement is the responsibility of the Joint BRPs and the board of
directors of Rebosis (the “Board”) and has not been reported on or reviewed by Rebosis’ auditors.
6. Categorisation
Following Rebosis being placed into business rescue, a request was submitted to the JSE to apply the
provisions of Schedule 11 (Rescue Operations) of the JSE Listings Requirements such that paragraphs
9.20 to 9.29 of the JSE Listings Requirements are modified. As a result, the JSE agreed to apply the
provisions of Schedule 11 (Rescue Operations) and the Disposal, although being a Category 1
transaction, is not subject to Rebosis shareholder approval.
7. Additional information
7.1 As required in terms of Schedule 11 (Rescue Operations), this announcement sets out all relevant
information in terms of paragraph 9.15 of the JSE Listings Requirements.
7.2 Rebosis is currently operating in terms of the BR Plan and only following conclusion of the PSP will
the Company be in a position to determine its next steps in accordance with the BR Plan. As
envisaged in the BR Plan, the Joint BRPs have, to the extent possible, preserved the employment
of circa 75% of affected employees. The Joint BRPs will endeavour to preserve the employment of
affected employees in respect of the remaining Rebosis properties.
7.3 In the opinion of the Joint BRPs and the Board, Rebosis does not generate sufficient cash to cover
its operating expenses, including interest payments on its debt. The working capital available to
Rebosis is therefore not sufficient for its present requirements and it has entered into post-
commencement finance arrangements with certain of its creditors to enable Rebosis to continue
operating pending conclusion of the PSP.
Johannesburg
5 September 2023
Joint BRPs: Phahlani Mkhombo and Jacques du Toit
Advisors to the Joint BRPs: Java Capital Proprietary Limited, Blackacres Capital Proprietary
Limited, Deloitte & Touche
Legal Advisors to the Joint BRPs: Cliffe Dekker Hofmeyr Inc.
Sponsor to Rebosis: Nedbank Corporate and Investment Banking, a division of Nedbank
Limited
Advisors to Nedbank Property Nedbank Corporate and Investment Banking, a division of Nedbank
Finance as a Secured Creditor: Limited
Date: 05-09-2023 11:45:00
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