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Proposed disposal of 5 Walnut road and extension for DMFT disposal circular

Published: 2023-05-30 18:50:23 ET
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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 5 WALNUT ROAD AND EXTENSION FOR DMFT DISPOSAL CIRCULAR

Proposed disposal of 5 Walnut Road

1.     Introduction
       Delta shareholders are hereby advised that the Company (“Seller”) has signed an offer to purchase (“OTP”) with UBUD
       Development Proprietary Limited (the “Purchaser”), to dispose of its property situated at 5 Walnut Road, Durban, Portion 2
       of Erf11715, including immovable and movable assets and as more commonly known as “5 Walnut Road” (the “Property”),
       for a cash consideration of R46 million (the “Disposal Consideration”).

2.     Rationale and use of proceeds
       As part of Delta’s strategy, and the optimisation of the portfolio, it was agreed that the disposal of assets which were no
       longer strategic to the Company would be undertaken. 5 Walnut Road is considered one such asset.

       The net proceeds of R46 million will be utilised by the Company to reduce debt and the Loan to Value (LTV) by 0.2% from
       58.2% to 58% and to reduce vacancy levels by 0.3% from 33.9% (as of 31 August 2022) to 33.6%.

3.     Terms and conditions of the Disposal
       3.1 Purchaser
             The ultimate beneficial shareholder of UBUD Development Proprietary Limited is Mr PW Otto. The Purchaser is not
             a ‘related party’ in terms of the JSE Limited Listings Requirements.

       3.2    Sale
              The Seller has agreed to sell, and the Purchaser has agreed to purchase the Property, with effect from, and
              inclusive, of the date on which the registration of transfer of the Property into the name of the Purchaser is
              affected, which date the Company anticipates will be approximately 30 September 2023.

       3.3    Disposal Consideration
              The Disposal Consideration payable for the Property by the Purchaser is R46.0 million exclusive of VAT, payable in
              cash, as follows:

              •      R6 million non-refundable deposit payable within seven days of joint signature of the OTP; and
              •      R40 million secured by way of guarantees to the Seller, which guarantees are to be delivered within thirty
                     business day from date of payment of the non-refundable deposit.

       3.4    Condition precedent
              The Disposal is conditional on the Purchaser and Seller entering into a formal agreement of sale incorporating the
              terms and conditions of the OTP and such further terms and conditions to be agreed by both parties, within ten
              days of acceptance of the OTP, failing which the Purchaser shall be entitled but not obliged to cancel the OTP with
              neither of the parties having claims against the other.

4.     Financial and property-related information in respect of the Property

                                                                  5 Walnut Road
       Location:                                                  5 Walnut Road, Durban
       Gross lettable area:                                       13 677m2
                                                      1
       Weighted average rental as at 31 August 2022 :             R90.16/m2
       Net operating (loss)/income¹:                              (R0.499 million)
       Effective date of the Disposal:                             On or about 30 September 2023, being the anticipated transfer
                                                                   date of the Property into the name of the Purchaser
       Vacancy rate as at 31 August 2022:1                         46.3%
       Value of the Property as at 31 August2:                     R50 million
       Sector:                                                     Office- Government


       Notes:
       1.     The weighted average rental, net operating income and vacancy rate in respect of the Property have been extracted
              from the Company’s results for the interim period ended 31 August 2022, which were prepared in terms of
              International Financial Reporting Standards.

       2.        The valuation was performed as at 31 August 2022 by Stanton Alberts (Realworx) who 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 board and has not been reported on or
                 reviewed by Delta’s auditors or a reporting accountant.

5.     Categorisation and circular

       The Disposal is classified as a Category 1 transaction in terms of the JSE Listings Requirements, accordingly, the Disposal is
       subject to shareholder approval.

       A circular, incorporating a notice of general meeting and setting out full details of the disposal (the “Circular”) will be
       distributed to Delta shareholders within 60 days of this announcement.

       A further announcement will be released on SENS on distribution of the Circular as well as details surrounding the terms and
       conditions agreed to by both parties.

Extension of posting of circular for the DMFT Disposal

Shareholders are referred to the announcement released by the Company on SENS on Thursday, 13 April 2023, advising that the
Company on or about 11 April 2023, entered into heads of agreement with DMFT Property Developers Proprietary Limited (“DMFT
Purchaser”), in terms of which it proposes to dispose of four of its properties, including their rental enterprises to the DMFT
Purchaser, for a purchase consideration of R50 800 000 (“DMFT Disposals”).

Shareholders were further advised that the DMFT Disposals, classified as a category 1 transaction, are subject to Delta shareholder
approval and that a circular, incorporating a notice of general meeting and setting out full details of the DMFT Disposals (“the DMFT
Circular”), would be distributed to shareholders within 60 days of publication of the announcement on the 13 April 2023.

Shareholders are hereby advised that the JSE Limited has granted the Company an extension to posting of the DMFT Circular to
shareholders by no later than 31 July 2023, in order to inter alia conclude the long form agreements relating to the DMFT Disposals.

Johannesburg
30 May 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited