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Monthly update announcement on the Public Sales Process and operational update

Published: 2023-07-14 12:10:36 ET
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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”)


MONTHLY UPDATE ANNOUNCEMENT ON THE PUBLIC SALES PROCESS AND OPERATIONAL
UPDATE

Shareholders are referred to the announcement released by the Company on 6 April 2023 which
provided salient information regarding the Public Sales Process (“PSP”) and the extension to the PSP
timetable announcement on 28 June 2023. This announcement sets out the monthly update on the PSP
as well as an operational update as at 30 June 2023.

1.    PSP progress to 30 June 2023

      1.1   Following conclusion of the expression of interest phase (“EOI Phase”), the lenders,
            advisors and joint business rescue practitioners (“Joint BRPs”) (collectively, “PSP Team”)
            selected 22 participants (“Preferred Bidders”) to proceed to the due diligence and offer
            phase (“DD & Offer Phase”). The Preferred Bidders include private individuals, joint
            ventures, and JSE-listed REITS. In addition, the Government-tenanted portfolio has
            received interest from unlisted property groups and seasoned property entrepreneurs
            specialising in this asset class.

      1.2   The Preferred Bidders have accessed the virtual data room which includes the requisite
            information for Preferred Bidders to undertake their due diligence processes. This has
            included requests for site visits.

      1.3   Rebosis management and the PSP Team continue to respond to questions from the
            Preferred Bidders. Rebosis management have, on request and on a one-on-one basis,
            engaged with the Preferred Bidders regarding operational, technical and other matters
            relating to the property portfolio. On request, further one-on-one engagements with Rebosis
            management are expected to take place over the next two weeks.

      1.4   Various Preferred Bidders have already conducted site visits including, in certain cases,
            deploying specialist teams to conclude technical due diligences in respect of the various
            properties. These site visits are being co-ordinated by the PSP Team upon request by the
            Preferred Bidders. In certain circumstances this has required communication with and/or
            consent being obtained from the relevant tenants.

      1.5   The PSP is currently on track for the Company to receive final binding offers (“Binding
            Offers”) by 17 July 2023.

      1.6   Set out below is the indicative timetable in respect of the remainder of the PSP. As
            previously communicated , the Joint BRPs have the right to amend these indicative dates.
             Remaining PSP                  Original PSP Indicative       Creditor-Approved
             Milestones                     Date                          Extended Dates

             Binding Offer Date             29 June 2023                  17 July 2023
             Final Offer Date               20 July 2023                  7 August 2023
             Selection of Final Purchaser   27 July 2023                  14 August 2023
             and conclusion of Final Sale
             Agreement

       1.7   Binding Offers have to be accompanied by proof of funding in a form acceptable to the Joint
             BRPs for the full purchase price contained in the Binding Offer. Preferred Bidders are
             encouraged to secure firm funding commitments ahead of submitting Binding Offers,
             including credit approved term sheets from reputable financial institutions, where
             applicable.

2.     Delay in financial reporting

       Rebosis has not been able to publish its annual financial statements for the year ended 31 August
       2022 (“FY22 AFS”), nor its interim report for the six months ended 28 February 2023 (“Interim
       Results”), within the required timelines prescribed by the JSE Listings Requirements, due to the
       following reasons:

       2.1 the audit process in respect of the FY22 AFS is still ongoing. To finalise the audit opinion,
           Rebosis is required to have authorised and approved the valuations of its Investment
           Properties. These valuations have been completed by an independent third party and are
           currently being reviewed internally; and

       2.2 the Interim Results can only be completed once the FY22 AFS have been finalised.

3.     Employees and support functions

       During the business rescue process, and up until 30 June 2023, the Company has ensured that
       all Rebosis employees have been paid, such that support functions, facilities management
       services and property and asset management functions across the portfolio remain
       uninterrupted.

4. Operational highlights

     4.1. Commercial leases:

     21,160m² commercial leases were renewed for the 10-month period between 1 September 2022 to
     30 June 2023 (the “period”).

     This includes a two-year renewal with the Department of Economic Development in
     Pietermaritzburg (9,517m²) and new leases (total GLA of 5,902m²), which includes a five-year lease
     with the Department of Social Services in Nelspruit (2,264m²), and a five-year lease with the
     Department of Statistics in Cape Town (800m²).

     Over the period, commercial vacancies have increased from 26.7% to 27.27%, which is higher than
     the South African Property Owners Association (“SAPOA”) current vacancy rate of 16.7%.

     The increased vacancy is attributable to various factors including the current economic downturn,
     rising interest rates and inflationary pressures from rising fuel and food prices that have further
     reduced the demand for office requirements, as remote working and flexible office space remain
     attractive, alternative business solutions.
    Businesses are facing further pressures from the increased cost of doing business, with electricity
    supply shortages, high municipal costs such as rates and taxes, as well as the negative implications
    thereof on business confidence. Landlords are offering attractive installation allowances and longer
    occupation periods to attract tenants in an increased competitive environment, which is mostly due
    to the excess supply of offices in the precincts in which Rebosis operates (Johannesburg and
    Pretoria central business districts).

    4.2. Rental collections:

    Rental collections (including arrears) have been maintained at 100%. Large tenants such as the
    Gauteng Department of Infrastructure & Development and the Department of Public Works and
    Infrastructure do not have any arrears in excess of 30 days. Long-outstanding arrears continue to
    improve through steady collections.

The Joint BRPs remain confident that there is a reasonable prospect of rescuing the business.

Capitalised terms used in this announcement are as defined in the Business Rescue Plan, unless
otherwise stated.

14 July 2023

Joint BRPs:                              Phahlani Mkhombo and Jacques du Toit

Advisors to the Joint BRPs:              Java Capital Proprietary Limited, Black Acres 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