Wrap Text
Proposed Disposal of Trustfontein, 5/7 Elliot and Update on Successful Transfers
DELTA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
JSE share code: DLT
ISIN: ZAE000194049
(Approved as a REIT by the JSE)
("Delta" or the "Company")
PROPOSED DISPOSAL OF TRUSTFONTEIN, 5/7 ELLIOT AND UPDATE ON SUCCESSFUL TRANSFERS OF 5 WALNUT, SEDIBA
FOUNTAIN & VLU BUILDINGS AND CAPE ROAD
A. PROPOSED DISPOSAL OF TRUSTFONTEIN AND 5/7 ELLIOT
1. Introduction
Delta shareholders are hereby advised that the Company (the "Seller") has entered into separate agreements
("Agreements") with Siguroni Investments Proprietary Limited ("Purchaser One") and Candy Sun Liquor Proprietary Limited
("Purchaser Two") (collectively the "Purchasers"), to dispose of two of its properties ("Disposals") as detailed below:
1.1. the disposal to Siguroni of the letting enterprise situated at 149-151 St Andrews Street, Bloemfontein, Free State, together
with all buildings and improvements thereon, as more commonly known as "Trustfontein" ("Property One");
1.2. the disposal to Candy Sun Liquor of the property situated at 5 -7 Elliot Street, Kimberley, Northern Cape, together with all
buildings and improvements thereon, as more commonly known as "5/7 Elliot" ("Property Two");
collectively hereafter referred to as the "Disposals" for a combined cash consideration of R19.3 million excluding Value Added
Tax ("VAT") as detailed in paragraph 3.3 below.
2. Rationale and use of proceeds
2.1. As part of the Company's business and portfolio strategy of optimisation, it was agreed to dispose of assets which are no
longer strategic to the Company. In keeping with this strategy, the Company has taken a decision to exit certain regions,
including Bloemfontein and Kimberley. Property One and Property Two fall in the category of assets that are being
disposed of by virtue of their location in these regions.
2.2. The combined net proceeds from the Disposals of R19.3 million will be utilised by the Company to reduce debt and the
Loan-to-Value ratio (LTV) by approximately 0.2% from 61.4% to 61.2% and will consequently reduce the Delta portfolio
vacancy levels by 0.7% from 33.9% (as of 31 August 2023) to 33.2%.
3. Terms and conditions of the Disposals
3.1. Purchasers
- The ultimate beneficial shareholders of the Purchaser One are Valentine Rantsoareng, Johannes Hendrik Josef
Rheeder and Pieter Blomerous Ruthven. The Purchasers are not 'related parties' as defined in the Listings
Requirements of the JSE Limited ("JSE").
- The ultimate beneficial shareholder of the Purchaser Two is Guo Qing Ping. The Purchaser is not a 'related party'
as defined in the JSE Listings Requirements.
3.2. Effective dates of the Disposals
- Delta has agreed to sell and Purchaser One has agreed to purchase Property One with effect from, and
inclusive, of the date on which the registration of transfer of Property One into the name of Purchaser One is
effected, which date the Company anticipates will be approximately 30 August 2024.
- Delta has agreed to sell, and Purchaser Two has agreed to purchase Property Two, with effect from, and
inclusive, of the date on which the registration of transfer of Property Two into the name of Purchaser Two is
effected, which date the Company anticipates will be approximately 30 August 2024.
3.3. Disposal considerations
The Property One disposal consideration is R15 million inclusive of VAT at 0%, payable in cash, as follows:
3.3.1. R1.5 million non-refundable deposit payable within 24 hours of joint signature of the Agreement (which has already
been received by Delta's attorneys); and
3.3.2. R13.5 million secured by way of guarantees, acceptable to the Seller, which guarantees shall be expressed as payable
on registration of the transfer of the Property One to the Purchaser. The guarantees are to be delivered within forty-
five days from the date of signature of the Agreement.
The Property Two Disposal Consideration is R5 million inclusive of VAT at 15%, payable in cash, as follows:
3.3.3. R0.5 million non-refundable deposit payable within 24 hours of joint signature of the Agreement (which has already
been received by Delta's attorneys); and
3.3.4. R4.5 million secured by way of guarantees, acceptable to the Seller, which guarantees shall be expressed as payable
on registration of the transfer of the Property to the Purchaser. The guarantees are to be delivered within sixty days
from the date of signature of the Agreement.
3.4. Conditions precedent
The Disposals are subject to fulfilment of the following conditions precedent:
3.4.1. payment of the non-refundable deposits will be made in accordance with paragraphs 3.3.1 and 3.4.1 above;
3.4.2. within 10 business days of the respective signature dates of the Agreements ("Signature Date"), the Purchasers
shall have provided the Seller with a copy of the resolution of the board of directors of the Purchasers authorising
the Purchasers to conclude the Disposal in accordance with the terms and conditions of the Agreement;
3.4.3. within 10 business days of the Signature Date, the board of directors of the Seller ("Board") shall have passed a
resolution authorising the Seller to conclude the Disposals in accordance with the terms and conditions of the
Agreements;
3.4.4. within 120 days after the Signature Date, the Seller and Purchasers have complied with the JSE Listings
Requirements (insofar as may be applicable to these Agreements or to any party), obtained such consents and
approvals required and have taken such corporate actions required to approve and ratify the entering into and
implementation of the Agreements.
3.5. Representations and warranties
The Agreement contains representations and warranties by the parties in favour of one another which are standard for
transactions of this nature.
4. Financial and property-related information in respect of Property One and Property Two
Property 1 Property 2
Trustfontein 5/7 Elliot
Location: ERF 24891 Bloemfontein, District ERF 7365 Kimberly, 5-7 Elliot
Bloemfontein, Province Free State in Street, Kimberley, Northern Cape
the extent of 1413 square metres in the extent of 7087 square
held under title deed no: metres held by deed of transfer
ST390/2016 no: T826/2013
Gross lettable area:
6 369m2 2 300m2
Weighted average rental as at 31 August 2023(1): R67.3/m2
R0/m2
Net operating (loss)/income(1): (R0.9 million) (0.5 million)
Vacancy rate at 31 August 2023(1):
94.4% 100%
Effective date of the Disposals: On or about 30 August 2024, being On or about 30 August 2024, being
the anticipated transfer date of the the anticipated transfer date of
Property into the name of the the Property into the name of the
Purchaser Purchaser
Sector: Office – Government Office – Government
Value of the Properties as at 28 February 2023(2): R9.7 million R6.7 million
Debt funder: Investec Standard Bank
Disposal Consideration (exclusive of VAT): R15 million R4.3 million
Notes:
1. The weighted average rental, net operating income and vacancy rate in respect of Property One and Property Two
have been extracted from the Company's interim financial statements for the six months ended 31 August 2023,
which were prepared in terms of International Financial Reporting Standards and the Companies Act, 2008.
2. The valuations for Property One and Property Two were performed as at 28 February 2023 by Theuns Behrens (Real
Insight) and Riaan Fourie (CBRE), respectively, who are independent from the Company and registered as professional
valuers in terms of the Property Valuers Profession Act, No. 47 of 2000.
3. The financial information contained in this announcement is the responsibility of the board of directors of Delta
and has not been reviewed and reported on by Delta's auditors or a reporting accountant.
5. Categorisation
5.1. The Disposals of 'Property One' is classified as Category 2 transaction in terms of the JSE Listings Requirements and
accordingly, is not subject to shareholder approval.
5.2. The Disposal of 'Property Two' does not constitute a categorised transaction in terms of the JSE Listings Requirements
and accordingly, this information is disclosed on a voluntary basis.
B. VOLUNTARY ANNOUNCEMENT REGARDING THE SALE AND SUCCESSFUL TRANSFER OF 5 WALNUT, SEDIBA FOUNTAIN & VLU
BUILDINGS AND CAPE ROAD
Delta shareholders are further advised that the Company has now successfully concluded the disposals of Portion 2 of Erf
11715 Durban ("5 Walnut"), Remainder of Erf 15092 and Portion 2 of Erf 15092 and Erf 9926 Bloemfontein ("Sediba, Fountain
& VLU Buildings") and Erf 3058 Port Elizabeth (''Cape Road''). The combined building GLAs are 29 759m2 (of which 65.7%
was vacant at the date of transfer).
The sale agreement for 5 Walnut was concluded with Goldview Africa (Pty) Ltd (the "Goldview") on 29 November 2023 for a
total disposal consideration of R46 million (inclusive of VAT). 5 Walnut has subsequently been registered and transferred to
Goldview on 4 April 2024.
The sale agreement for Sediba, Fountain & VLU was concluded with Coffee Shop At Tyres (CC) and Dimatone Proprietary
Limited (the "Joint Purchasers") on 29 September 2023 for a total disposal consideration of R26,1 million (inclusive of VAT).
The properties have subsequently been registered and transferred to the Joint Purchasers on 25 April 2024.
The sale agreement for Cape Road was concluded with Slip Knot Investments 777 Proprietary Limited ("Slip Knot
Investments") on 23 November 2023 for a total disposal consideration of R33 000 000.00 (inclusive of VAT). Cape Road has
subsequently been registered and transferred to Slip Knot Investments on 5 May 2024.
The net proceeds of the Disposals have been utilised to settle outstanding debt in respect of the properties referred to above.
Johannesburg
14 May 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 14-05-2024 10:25:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
