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Dealings by an Associate of a Director and Implementation of B-BBEE Transaction
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
DEALINGS BY AN ASSOCIATE OF A DIRECTOR AND IMPLEMENTATION OF B-BBEE TRANSACTION
Shareholders are referred to Spear's acquisition of the Western Cape property portfolio of Emira Property Fund
Limited, implemented in October 2024 ("Acquisition"). As advised in the SENS announcement dated
17 July 2024, the applicable competition authorities in terms of the Competition Act, No. 89 of 1998, approved the
Acquisition subject to certain conditions, which inter alia, required Spear to implement a transaction or transactions
to increase its Black ownership percentage.
In furtherance of the above, Manaus Capital Proprietary Limited ("Associate"), an associate of Bongani Raziya
("Director"), a non-executive director of the Company, acquired 3 545 970 ordinary shares in Spear ("Transaction
Shares") in a series of on-market transactions, as detailed in the table below ("Transaction"). The Associate is a
verified 100% Black-owned entity and has undertaken to Spear that it will remain Black-owned, as a long-term
investor into Spear. For a period of 36 months following the Transaction, the Associate will not be permitted to
dispose of any of the Transaction Shares.
In order to facilitate the Transaction, Spear Holdco Limited ("Spear Holdco"), a subsidiary of Spear, provided a
limited guarantee ("Guarantee") in favour of Nedbank Limited ("Nedbank") for the financial obligations of the
Associate in terms of the term loan facility ("Facility") which Nedbank made available to it, the proceeds of which
were used by the Associate to acquire a portion of the Transaction Shares on the open market, as detailed in the
table below.
As part of the Transaction, the Associate entered into a cession and pledge agreement, in terms of which it pledged
and ceded the Transaction Shares in security to and in favour of Nedbank for the fulfilment of its financial
obligations under the Facility. In addition, the Associate concluded a counter indemnity in favour of Spear Holdco
for its potential obligations under the Guarantee provided to Nedbank ("Indemnity") and entered into a
reversionary cession and pledge agreement in terms of which it pledged and ceded the reversionary rights in the
Transaction Shares in security to and in favour of Spear Holdco for the fulfilment of its financial obligations under
the Indemnity.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, details of the acquisition of
the Transaction Shares by the Associate are disclosed in the table below.
NATURE OF TRANSACTIONS Purchase of shares by the Associate of the Director
(on-market transactions)
DATE OF TRANSACTIONS 1) 12 February 2025
2) 13 February 2025
3) 14 February 2025
4) 17 February 2025
NUMBER OF SECURITIES 1) 321 302
TRANSACTED 2) 51 313
3) 2 306 686
4) 866 669
PRICE PER SECURITY 1) High: R9.65
Low: R9.64
Average: R9.65
2) High: R9.85
Low: R9.84
Average: R9.85
3) High: R9.95
Low: R9.70
Average: R9.93
4) High: R9.89
Low: R9.82
Average: R9.86
TOTAL RAND VALUE OF SECURITIES 1) R3 100 489.26
TRANSACTED 2) R505 419.92
3) R22 906 589.98
4) R8 545 535.78
RELATIONSHIP BETWEEN ASSOCIATE The Director is a director and shareholder of the Associate
AND DIRECTOR
NATURE AND EXTENT OF INTEREST Indirect, beneficial
IN THE TRANSACTIONS
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, details of encumbrances
created over the Transaction Shares in favour of Nedbank and Spear Holdco are disclosed in the table below.
NATURE OF TRANSACTIONS 1) Pledge and cession in securitatem debiti of the Transaction
Shares, as security for the financial obligations of the
Associate to Nedbank in terms of the Facility
2) Reversionary pledge and cession in securitatem debiti of the
reversion rights of the Associate in the Transaction Shares,
as security for the financial obligations of the Associate to
Spear Holdco in terms of the Indemnity
TRANSACTION DATE The agreements became effective once the first of the
Transaction Shares above were acquired on 12 February 2025
NATURE AND AMOUNTS OF 1) Repayment obligations of the Associate under the Facility in
FINANCIAL OBLIGATIONS relation to the loan advanced to it by Nedbank, including the
capital amount of R30 million, plus interest and charges
accrued
2) Indemnity provided by the Associate holding Spear Holdco
harmless against the potential payment obligations and
liabilities incurred by Spear Holdco under the Guarantee
provided by it in favour of Nedbank. Spear Holdco's liability
under the Guarantee is limited to an amount of up to
R30 million
TERM OF FINANCIAL OBLIGATION 36 months
NUMBER OF SHARES TO BE PLEDGED 3 545 970
TOTAL VALUE OF SHARES TO BE R35 058 034.94
PLEDGED (based on the acquisition price of the Transaction Shares, as set
out above)
Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings Requirements.
Cape Town
18 February 2025
Sponsor
PSG Capital
Date: 18-02-2025 12:45:00
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