AFRICAN & OVERSEAS ENTERPRISES LIMITED - Acquisition of a further stake in Belper Investments Proprietary Limited

Acquisition of a further stake in Belper Investments Proprietary Limited

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO         ISIN: ZAE000000485
JSE share code: AON         ISIN: ZAE000009718
JSE share code: AOVP        ISIN: ZAE000000493
("AOE" or the "Company")


ACQUISITION OF A FURTHER STAKE IN BELPER INVESTMENTS PROPRIETARY LIMITED


1.   Introduction and rationale

     1.1. Shareholders are advised that Rex Trueform Group Limited ("Rex Trueform"), a 50.57% subsidiary of
          AOE, entered into a sale of shares agreement ("Sale Agreement") on 27 November 2024 in terms of
          which Rex Trueform will increase its stake in Belper Investments Proprietary Limited ("Belper") to
          79.02% (the "Transaction") by acquiring a further 6.99% interest from a minority shareholder of
          Belper, being Karen Miller (the "vendor"). By increasing its stake, Rex Trueform aims to align its
          interests more closely with Belper's long-term objectives and strengthen its ability to capitalise on
          growth opportunities, favourable market conditions, and high tenant demand within the Western Cape's
          industrial property sector.
     1.2. Belper, a 72.03% held subsidiary of Rex Trueform, is an unlisted property fund focused on the acquisition,
          ownership and management of industrial properties within the Western Cape. Belper's portfolio comprises a
          number of industrial properties located in Epping 1 and Epping 2.

     1.3. As announced on SENS on 21 April 2022, Rex Trueform acquired its initial investment in Belper in April
          2022 through the subscription of a 51% interest ("2022 Transaction"). This initial investment provided Rex
          Trueform with an opportunity to diversify its existing property portfolio while leveraging the opportunity to
          acquire commercial property with a high tenant demand at the right value. In terms of and subsequent to the
          2022 Transaction, Rex Trueform advanced loan funding to Belper in an aggregate amount of
          R20,700,000.00 ("Combined Loan Funding") to part fund the acquisition of a portfolio of industrial
          properties located in Epping, Cape Town and to enable Belper to repurchase shares from one its
          shareholders. As announced on SENS on 29 July 2024, Rex Trueform and the minority shareholders of
          Belper reached an agreement to convert the entire outstanding debt, comprising the Combined Loan Funding
          and the accumulated interest, due by Belper to Rex Trueform to additional equity in Belper. As a result of
          these transactions, Rex Trueform's interest in Belper increased from 51% to 72.03%.

2.   Salient terms of the Transaction

     2.1.   Payment of the purchase consideration by Rex Trueform to the vendor will commence on the effective date
            being, 1 December 2024.

     2.2.   The purchase consideration is a cash amount of R4,715,459.00, payable to the vendor in monthly tranches
            from 1 December 2024 to 28 February 2025.

     2.3.   All conditions precedent to the Transaction have been fulfilled.

     2.4.   The Sale Agreement contains warranties that are normal for a transaction of this nature.

3.   Financial information

     The net liability value and losses attributable to 100% of Belper is R7.3 million and R3.9 million, respectively.
     This information has been extracted from the unpublished audited financial statements of Belper for the year
     ended 30 June 2024 which has been prepared in terms International Financial Reporting Standards.

4.   JSE categorisation

     The Transaction in itself is not categorisable. The Transaction, when aggregated with the conversion as described
     in paragraph 1.3 above, is classified as a category 2 transaction in terms of the JSE Listings Requirements and is,
     accordingly, not subject to approval by shareholders.

27 November 2024


Sponsor
Java Capital

Date: 27-11-2024 05:00:00
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