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VISUAL INTERNATIONAL HOLDINGS LIMITED - Acquisition of Stellendale Gardens

Release Date: 28/02/2025 08:05
Code(s): VIS     PDF:  
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Acquisition of Stellendale Gardens

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
ISIN Code : ZAE000187407 Share code : VIS
("Visual" or "the Company")

ACQUISITION OF STELLENDALE GARDENS

Visual is pleased to announce the acquisition of Erf 18362 from the RAL Trust in line with its
strategic objectives as detailed in the prospectus issued ahead of its listing on the JSE.

Background
The Company had the right to acquire Erf 18362, known as Stellendale Gardens, once it was
rezoned, which rezoning application was finally approved to General Business 6 by the City of
Cape Town as announced during 2024. Erf 18362 is currently vacant land.

The property, which is security for the RAL Trust loan receivable, was independently valued by
Quadrant Properties (Pty) Ltd, who was appointed as the JSE approved independent
registered valuer in order to determine the valuation of Erf 18362, which valuation determines
the acquisition consideration, which is then be applied against the RAL Trust loan receivable
as originally envisaged in the Company's prospectus at listing. The capital amount attributable
to Erf 18362 in terms of the then section 42 restructure ahead of listing was R27 million.

Details of the Transaction
The property being acquired is vacant land known as Stellendale Gardens, registered as Erf
18362. The vendor of the property is RAL Trust, which is a related party to Visual International.
However, the acquisition was agreed upon before the listing of the Company, only to be
acquired once the property had been rezoned from agriculture to business, at which point in
time, the acquisition price would be determined by an independent property valuer. The
property achieved rezoning as General Business 6, allowing for commercial development in
alignment with the Company's long term objectives.

There are no conditions precedent to the acquisition and the Company will now proceed with
the transfer of Erf 18362 into the Visual group.

Consideration and Financial Impact
The total purchase price for the property is R28 million, which will be settled through the
reduction of RAL Trust loan receivable.

The current net asset value of the RAL Trust loan receivable in Visual's books (based on the
underlying property valuation) is R26 million and thus a R2 million benefit will be realised through
the Statement of Comprehensive Income and increase in net asset value on the Statement of
Financial Position. The RAL Trust receivable will decrease by R28 million and property will
increase by R28 million.

Rationale for the Transaction
The acquisition aligns with Visual International's long-term strategic vision. The Company has
always intended to acquire the property once it was successfully rezoned from agricultural to
business use. Now that the rezoning process has been completed, the Company is
proceeding with the acquisition as planned, supporting its growth and expansion strategy.
The development of Stellendale Gardens envisages a mixed use development including retail,
commercial, offices and residential accommodation in four 8-storey buildings. NSFAS has also
recently approved Stellendale Junction apartments, also being developed by Visual, for
student accommodation with high student demand arising from both the University of the
Western Cape and Stellenbosch University.

Visual will be seeking funding and partners to develop Stellendale Gardens in due course.

Additional Information
This transaction has not been categorised as the acquisition was contracted ahead of the
listing of the Company, with the only proviso that the consideration be determined post
rezoning by an independent property valuer, which property valuer must be approved by the
JSE. RAL Trust has also accepted the independent valuation as the consideration for Erf 18362.
There were no other conditions attached to the transaction, and it does not require
shareholder approval.

The independent property valuation will be available on the Company's website at
www.visualinternational.co.za until the date of the next Annual General Meeting for the year
ending 28 February 2025.

By order of the Board
Johannesburg
28 February 2025

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 28-02-2025 08:05:00
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