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BALWIN PROPERTIES LIMITED - Acquisition of zoned and serviced land in Westown

Release Date: 24/05/2024 17:35
Code(s): BWN     PDF:  
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Acquisition of zoned and serviced land in Westown

          Balwin Properties Limited
          (Incorporated in the Republic of South Africa)
          Registration Number: 2003/028851/06
          Share code: BWN
          ISIN: ZAE000209532
          ("Balwin" or the "group")


          ACQUISITION OF ZONED AND SERVICED LAND IN WESTOWN

          1.         INTRODUCTION

                     Shareholders are hereby advised that Balwin has concluded a Sale and Development
                     Agreement (the "Agreement"), with Fundamentum Dev Co Proprietary Limited (the "Seller"),
                     beneficially owned by Sean Bergsma and Donovan Bergsma, in terms of which Balwin has
                     agreed to purchase the development rights in respect of Lease 14 on the Remainder of Erf 1
                     Ntshongweni (the "Property") for a total purchase price of R133,700,000.00 (the
                     "Transaction") on a "pay-as-you register" basis.

          2.         OVERVIEW OF THE PROPERTY

                     2.1. The Property measures 13.41 hectares in extent and is situated in Shongweni, forming
                          part of the Westown Development.
                     2.2. Westown, which is over 100 hectares in extent, is the first development phase of the
                          Shongweni Urban Development, a proclaimed Catalytic Project by the eThekwini
                          Municipality supported by the KwaZulu-Natal Department of Economic Development,
                          Tourism & Environmental Affairs, and National Government which forms part of a larger
                          2 000 hectare development.
                     2.3. The Property is adjacent to Westown Square which comprises of 50 000 square meters
                          of retail. The construction of Westown Square and associated bulk infrastructure
                          commenced in 2022 and is expected to be completed in early 2025. Further information
                          on Westown can be found at https://westown.co.za.
                     2.4. The Westown Development will consist of a hospital (a license has been granted); hotels;
                          warehousing as well as logistics, business parks and schools.

          3.         RATIONALE FOR THE TRANSACTION

                     3.1. Balwin has been negotiating with the Seller since 2022 to acquire the Property and has
                          managed to agree a "pay-as-you-register" model meaning that a contracted amount per
                          apartment is paid to the Seller on the registration of each apartment (refer 4.1). Balwin
                          will acquire the development rights on the property once all infrastructure has been
                          installed by the Seller and it is fully serviced. Accordingly, there is no initial capital
                          expenditure required from Balwin in the form of either land or infrastructure costs. The
                          acquisition of the Property is aligned with Balwin's strategic objectives to expand into
                          new and growing residential nodes in major metropolitan areas and will leverage off the
                          existing and established knowledge base of operating within KwaZulu-Natal.
                     3.2. The Property offers a compelling offer for clients seeking affordable living opportunities
                          in a tranquil environment with rich natural surroundings. It is enveloped by vast open
                          spaces that include hiking, trail running and mountain bike routes with beaches a mere
                          45 minutes' drive away.
                     3.3. The Property is zoned and will be serviced for immediate construction of 1 260
                          residential apartments. The development will form part of Balwin's "Classic Brand"
                          targeting first time homeowners, young families, professionals and retirees. The
                          proposed Site Development Plan has been designed using a 4-storey walk-upblock.
                     3.4. Balwin believes that the acquisition of the Property will assist it to achieve its goal of
                          expanding within the KwaZulu-Natal region for the following reasons –
                          - Easy access to the N3 highway (link to Durban City)
                          - Close proximity to educational facilities, hospitals, office parks and shopping malls
                          - Superior outdoor lifestyle offerings and country living
                          - Shongweni is considered to be an affluent area with an LSM 8 -10 catchment area.
                          - A population growth rate of 6.5% per annum and 59% over the past nine years
                          - The predominant age of residents within the catchment area ranges from 30 and
                            39 years
                          - Strong demand and little new supply of sectional title developments in the area
                          - Between 2018 and 2023, there have been 3 267 sectional title sales in the greater
                            area with 931 sales in 2022 at a rate of 78 sales per month.

          4.         PURCHASE CONSIDERATION PAYABLE TO THE SELLER

                     4.1. The total consideration payable by Balwin to the Seller in terms of the Agreement is
                          R133,700,000.00 (excluding VAT) ("Purchase Consideration"), which is to be paid by
                          Balwin as follows –
                          4.1.1.   per apartment type as and when End-User leases are registered in the name
                                   Balwin clients:
                          4.1.1.1. R120,000.00 for each 3 bedroom apartment;
                          4.1.1.2. R110,000.00 for each 2 bedroom apartment;
                          4.1.1.3. R100,000.00 for each 1 bedroom apartment.
                     4.2. The total purchase price payable to the Seller must be settled by no later than 6 years
                          after construction commencing (i.e. 2031). Balwin is obligated to commence
                          construction by no later than June 2025 provided that the Seller has fulfilled its
                          obligations timeously. Based on a projected sales rate of 25 sales per month, the
                          construction period is estimated at 49 months or 4 years which means the group has
                          approximately 2 years leeway to account for changes in market conditions.
                     4.3. There will be no escalation on the purchase price. Over the six-year long-stop period, this
                          can be quantified as an approximate R12 million saving.

          5.        INITIAL RESIDENTIAL LEASE CONSIDERATION

                    5.1. In addition to the Purchase Consideration payable to the Seller, an amount of 3% per
                         apartment calculated on the selling price of the apartment is payable to Ntshongweni Urban
                         Core Property Company No. 1 (Pty) Ltd (the "Landowner"). Balwin and the Seller have agreed
                         to share this amount equally. Accordingly, an amount equal to 1.5% of the selling price of
                         each apartment will be paid by Balwin to the Landowner as and when leases are registered
                         in the name of our clients.
                    5.2. Based on current forecasts, the total amount payable by Balwin to the Landowner will be
                         approximately R27,000,000.00.

          6.         VALUE OF THE NET ASSETS AND PROFITS ATTRIBUTABLE TO THE NET ASSETS

                     The value of the development rights to be acquired is R133,700,000.00 (excluding VAT and
                     excluding the lease consideration fee per clause 5). The development rights will not generate
                     profits in isolation as the land will be developed into sectional title residential apartments and
                     profits will be attributed to the sale of the respective apartments.

          7.         CONDITIONS PRECEDENT TO THE TRANSACTION

                     The Seller must install all the required bulk services and register the Certificate of Registered
                     Title in respect of the Property, making it a fully serviced separate subdivision by 31 March
                     2025.

          8.         EFFECTIVE DATE OF THE TRANSACTION

                     In terms of the Agreement, the effective date of the Transaction will be the date that all
                     conditions precedents are fulfilled or waived.

          9.         JSE CATEGORISATION

                     The Transaction is categorised as a category 2 transaction in terms of paragraph 9.5(a) of the
                     JSE Listings Requirements and accordingly no shareholder approval is required.

          Johannesburg
          24 May 2024

          Sponsor and corporate advisor
          Investec Bank Limited



Date: 24-05-2024 05:35:00
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