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Proposed Disposal of Thuto House Property
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 THUTO HOUSE PROPERTY
1. Introduction
Delta shareholders are hereby advised that the Company ("Seller") has entered into a sale of property agreement (the "Sale
Agreement") with Nomnga Investments Proprietary Limited (the "Purchaser") to dispose of its property situated at 155 St.
Andrews Street, Bloemfontein made up of the Erf 744 Bloemfontein, including immovable assets thereon known as the
"Thuto House" building (the "Property"), for a cash consideration of R16.00 million (the "Disposal Consideration") (the
"Disposal");
2. Rationale and use of proceeds
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 properties in "non-
core" regions. The Property falls into the classification of property situated in "non-core" region by virtue of its location in
Bloemfontein.
The proceeds from the Disposal will be utilised by the Company to reduce debt.
3. Terms and conditions of the Disposal
3.1 Purchaser
The ultimate beneficial shareholder of the Purchaser is Simon Nomnga. The Purchaser is not a 'related party' in terms of the
JSE Limited ("JSE") Listings Requirements.
3.2 Effective Date of Disposal
Delta has agreed to sell and the Purchaser has agreed to purchase the Property with effect from the date on which the
registration of transfer of the Property into the name of the Purchaser is effected, which the Company anticipates will be
approximately 28 February 2025.
3.3 Disposal consideration
The Disposal Consideration payable for the Property by the Purchaser is R16.00 million exclusive of Value Added Tax, payable
as follows:
• R1.6 million non-refundable deposit payable within 24 hours of joint signature of the Sale Agreement (which
has already been received); and
• R14.4 million secured by way of guarantees, acceptable to the Seller, which guarantees shall be expressed
as payable on the registration of the transfer of the Property to the Purchaser, anticipated to be on or about
28 February 2025. The guarantees are to be delivered within forty five days from the date of signature of the
Sale Agreement ("Signature Date").
3.4 Conditions precedent
The Disposal is subject to fulfilment (or waiver, as the case may be) of the following conditions precedent:
3.4.1 within 10 business days of the Signature Date, the Purchaser shall have provided Delta with a copy of the
resolution of the board of directors of the Purchaser authorising the Purchaser to conclude the Disposal on
the terms and conditions of the Sale Agreement;
within 120 calendar days after the Signature Date, the Seller has complied with the JSE Listings Requirements
(insofar as this may be applicable), and obtained such consents and approvals as may be required; and
3.4.2 within 120 calendar days after the Signature Date, to the extent necessary, any prior written approval
required from the Competition Authorities has been obtained in terms of the Competition Act, No 89 of
1998.
3.5 Representations and warranties
The Sale 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 the Property
Gross lettable area: 2 111m2
Weighted average rental1: R174.9/m2
Net operating (loss)/income¹: R4.56 million
Vacancy rate1: 0%
Effective date of the Disposal: On or about 28 February 2025, being the anticipated transfer
date of the Property into the name of the Purchaser.
Sector: Office – Government
Valuation2 R15 300 000.00
Notes:
1. The weighted average rental, net operating (loss)/income and vacancy rate in respect of the Property have been
extracted from the Company's annual financial statements for the period ended 29 February 2024, which were
prepared in terms of International Financial Reporting Standards and the Companies Act, 2008.
2. The valuation of the Property (as at 28 February 2024) was undertaken by Theuns Behrens (Real Insight) who is
independent from the Company and registered as a professional valuer in terms of the Property Valuers Profession
Act, No. 47 of 2000.
The financial information contained in this announcement is the responsibility of the board of directors of Delta and has not
been reviewed or reported on by Delta's auditors or a reporting accountant.
5. Categorisation
The Disposal is classified as Category 2 transaction in terms of the JSE Listings Requirements. Accordingly, this Disposal is not
subject to shareholder approval.
Johannesburg
21 November 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 21-11-2024 03:30:00
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