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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 Mkhombo 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 Katleho Property Investments Proprietary Limited
(“Katleho”), to dispose of a portfolio of properties, together with the rental enterprises conducted thereon
(“Disposal Properties”), for an aggregate consideration of R160,000,000 (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
Katleho (“Transfer Date”) which is anticipated to be by or about 31 March 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 Katleho is Heriot Investments (Pty) Ltd.
Katleho 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 R160,000,000, 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, Katleho having furnished Rebosis with
bank guarantees for the payment of the purchase price from a bank, registered as a financial
institution in South Africa, acceptable to Rebosis, and on terms acceptable to Rebosis which
guarantees are payable on the applicable Transfer Date/s; and
4.3 by not later than 180 business days after the Signature Date, 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 Property
lettable average rental 1
Vacancy 2
Property name Location Sector multi 1 income/ (loss) 1 consideration value
area per sqm rate
tenanted (R'000) (R'000) (R'000)
(sqm) (R)
238 Roan Crescent Midrand Offices 9 035 Single 100,23 11 444 0,00% 70 000 103 000
King Fisher Crescent Ekurhuleni Offices 1 405 Multi 102,61 500 10,04% 5 000 8 000
Infinity Office Park Ekurhuleni Offices 12 691 Multi 119,04 27 444 8,23% 70 000 140 000
Meyersdal Office Park Ekurhuleni Offices 4 991 Multi 83,50 3 545 21,97% 15 000 40 000
Total 28 122 42 933 160 000 291 000
Notes:
1. The weighted average rentals, net operating income/(loss) and vacancy rates have been extracted
from Rebosis’ latest unaudited management report as at August 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 76% 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
27 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
Date: 27-09-2023 11:00:00
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