AFRICAN & OVERSEAS ENTERPRISES LIMITED - Acquisition of an additional stake in Belper Investments Proprietary Limited

Acquisition of an additional stake in Belper Investments Proprietary Limited

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO         ISIN: ZAE000000485
JSE share code: AON         ISIN: ZAE000009718
JSE share code: AOVP        ISIN: ZAE000000493
("AOE" or the "Company")


ACQUISITION OF AN ADDITIONAL STAKE IN BELPER INVESTMENTS PROPRIETARY LIMITED


1.   Introduction and rationale

     1.1. Shareholders are advised that Rex Trueform Group Limited ("Rex Trueform"), a 50.57% subsidiary of
          AOE, entered into a sale of shares agreement ("Sale Agreement") on 27 February 2025 in terms of which
          Rex Trueform will increase its stake in Belper Investments Proprietary Limited ("Belper") to 84.74% (the
          "Transaction") by acquiring a further 5.72% interest from a minority shareholder of Belper, being Karen
          Miller (the "vendor"). By increasing its stake in Belper, Rex Trueform reinforces its commitment to
          Belper's long-term objectives while strengthening its position to seize growth opportunities, leverage
          favourable market conditions, and meet strong tenant demand in the Western Cape's industrial property
          sector.

     1.2. Belper, a 79.02% held subsidiary of Rex Trueform, is an unlisted property fund focused on the acquisition,
          ownership and management of industrial properties within the Western Cape. Belper's portfolio comprises a
          number of industrial properties located in Epping 1 and Epping 2.

     1.3. As announced on SENS on 21 April 2022, Rex Trueform acquired its initial investment in Belper in April
          2022 through the subscription of a 51% interest ("2022 Transaction"). This initial investment provided Rex
          Trueform with an opportunity to diversify its existing property portfolio while leveraging the opportunity to
          acquire commercial property with a high tenant demand at the right value. In terms of and subsequent to the
          2022 Transaction, Rex Trueform advanced loan funding to Belper in an aggregate amount of
          R20,700,000.00 ("Combined Loan Funding") to part fund the acquisition of a portfolio of industrial
          properties located in Epping, Cape Town and to enable Belper to repurchase shares from one its
          shareholders. Thereafter, as announced on SENS on 29 July 2024, Rex Trueform and the minority
          shareholders of Belper reached an agreement to convert the entire outstanding debt, comprising the
          Combined Loan Funding and accumulated interest, due by Belper to Rex Trueform to additional equity in
          Belper. As a result of these transactions, Rex Trueform's interest in Belper increased from 51% to 72.03%.
          In November 2024 and as announced on 27 November 2024, Rex Trueform acquired a further 6.99% stake
          from the vendor increasing its shareholding from 72.03% to 79.02% ("November 2024 Transaction").

2.   Salient terms of the Transaction

     2.1. Payment of the purchase consideration by Rex Trueform to the vendor will commence on the effective date
          being, 3 March 2025.

     2.2. The purchase consideration is a cash amount of R3,858,103, payable to the vendor in monthly tranches
          from 3 March 2025 to 1 August 2025.

     2.3. All conditions precedent to the Transaction have been fulfilled.

     2.4. The Sale Agreement contains warranties that are normal for a transaction of this nature.

3.   Financial information

     The net liability value and profits attributable to 100% of Belper is R6.2 million and R1.2 million, respectively.
     This information has been extracted from the unpublished unaudited management accounts of Belper for the 6
     months ended 31 December 2024 which has been prepared in terms International Financial Reporting Standards.
     The Company confirms that it is satisfied with the quality of such management accounts.

4.   JSE categorisation

     The Transaction in itself is not categorisable. The Transaction, when aggregated with the conversion and the
     November 2024 Transaction as described in paragraph 1.3 above, is classified as a category 2 transaction in terms
     of the JSE Listings Requirements and is, accordingly, not subject to approval by shareholders.

28 February 2025


Sponsor
Java Capital

Date: 28-02-2025 02:30:00
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