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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”)
DISPOSAL OF PROPERTIES
1. Introduction
Rebosis shareholders are referred to the business rescue plan (“BR Plan”) published on 17 March 2023,
the announcement released on SENS on 6 April 2023 relating to the public sale process (“PSP”) in respect
of Rebosis’ assets, as well as the monthly update announcements, the latest announcement having been
released on SENS on 15 August 2023. Rebosis is now in a position to confirm that in terms of the PSP it
has entered into agreements to dispose of certain properties together with the rental enterprises conducted
thereon as follows:
1.1 a portfolio sale agreement (“CBD Agreement”) between Phahlani Lincoln Mkhomo N.O. and
Jacques du Toit N.O. (in their capacity as the duly appointed joint business rescue practitioners
(“Joint BRPs”) of Ascension Properties Proprietary Limited, Rebosis, Main Street 1119 Proprietary
Limited, Cape Horizon Properties 125 Proprietary Limited (all in business rescue)) and CBD
Investments Proprietary Limited (“CBD”), to dispose of a portfolio of properties (“CBD Disposal
Properties”), for an aggregate consideration of R3,005,832,000 (the “CBD Disposal”); and
1.2 a portfolio sale agreement ("Hangar 18 Portfolio Agreement") and a separate sale of rental
enterprise agreement ("Bloed Street Agreement") (collectively, the “Hangar 18 Agreements”)
between the Joint BRPs of Rebosis, Bay West City Proprietary Limited, Forest Hill City Shopping
Centre Proprietary Limited (all in business rescue) and Hangar 18 Investments Proprietary Limited
(“Hangar 18”) to dispose of a portfolio of properties ("Hangar 18 Portfolio Properties") and a
separate property ("Bloed Street Property") together with a material lease ("Bloed Street Lease")
(the Hangar 18 Portfolio Properties and the Bloed Street Property being collectively referred to as
the “Hangar 18 Disposal Properties”), for an aggregate consideration of R3,580,000,000 in
respect of the Hanger 18 Portfolio Properties and an aggregate consideration of R420,000,000 for
the Bloed Street Property and Bloed Street Lease (collectively the “Hangar 18 Disposals”),
(collectively the “Disposals”).
Ascension Properties Proprietary Limited, Main Street 1119 Proprietary Limited, Cape Horizon Properties
125 Proprietary Limited, Bay West City Proprietary Limited and Forest Hill City Shopping Centre
Proprietary Limited are all subsidiaries of Rebosis (in business rescue) and, together with Rebosis,
collectively comprise the “Rebosis Group”.
The Disposals will become effective following the fulfilment or waiver of the conditions precedent, referred
to below, on the date of registration of transfer of ownership of the CBD Disposal Properties and the
Hangar 18 Disposal Properties into the name of CBD and Hangar 18, respectively (“Transfer Dates”)
which are anticipated to be by or about 21 February 2024.
2. Rationale and use of proceeds
The PSP was initiated in accordance with the approved BR Plan to facilitate the disposal of Rebosis Group
assets in order to reduce the overall Rebosis Group debt. The Disposals are in accordance with the PSP
and are the culmination of a competitive process. The proceeds of the Disposals will be used to reduce
the existing indebtedness of the Rebosis Group.
3. Terms and conditions of the Disposals
3.1 Purchasers
The beneficial shareholders of CBD and Hangar 18 are as follows:
3.1.1 CBD – the Gusi Trust, being a Herring Family Trust; and
3.1.2 Hangar 18 – Ferryman Capital Partners (Pty) Ltd, Hulk Investments (Pty) Ltd, Jade Capital
Partners (Pty) Ltd and the beneficiaries of the Ubuntu Football Trust.
CBD and Hangar 18 are not related parties of Rebosis in terms of the JSE Limited (“JSE”) Listings
Requirements.
3.2 Disposal considerations
The disposal considerations payable for the Disposals are as follows:
3.2.1 CBD Disposal – an amount of R3,005,832,000 for the CBD Disposal Properties (“CBD
Disposal Consideration”), the individual considerations payable for each property being
payable on transfer of ownership of each individual property comprising the CBD Disposal
Properties; and
3.2.2 Hangar 18 Disposals – an amount of R3,580,000,000 for the Hanger 18 Portfolio Properties
and R420,000,000 for the Bloed Street Property (collectively, the “Hangar 18 Disposal
Considerations”), the individual considerations payable for each property being payable
on transfer of ownership of each individual property comprising the Hangar 18 Disposal
Properties.
The disposal considerations are subject to the usual adjustments applicable on sales of immovable
property.
3.3 Undertakings, warranties and indemnities
The CBD Agreement and Hangar 18 Agreements provide for terms which are normal for
transactions of this nature, including that the employees predominantly assigned to the rental
enterprises being sold will transfer to the respective purchasers in terms of section 197 of the
Labour Relations Act, No 66 of 1995, as amended.
4. Conditions precedent
4.1 CBD Disposal
The CBD Disposal is subject to the fulfilment or waiver, as the case may be, of the following
conditions precedent:
4.1.1 by no later than 10 business days after the signature date of the CBD Agreement (“CBD
Signature Date”), any creditor of the Rebosis Group with a claim (other than a disputed
claim) (“Secured Creditor”) providing their written consent to the CBD Disposal as
contemplated in the CBD Agreement, to the extent required;
4.1.2 by no later than 15 business days after the CBD Signature Date, CBD furnishing the
Rebosis Group with bank guarantees for the payment of the CBD Disposal Consideration
from a bank, registered as a financial institution in South Africa, acceptable to the Rebosis
Group, and on terms acceptable to the Rebosis Group which guarantees are payable on
the applicable Transfer Dates; and
4.1.3 by not later than 180 days after the CBD Signature Date, the CBD Disposal having been
approved by the Competition Authorities in terms of the Competition Act, No 89 of 1998
(“Competition Act”) either unconditionally or, in the event of a conditional approval, on
terms and conditions which the party adversely affected by such terms and conditions
confirms in writing to be acceptable to it.
4.2 Hangar 18 Disposals
The disposals under the Hangar 18 Portfolio Agreement ("Hangar 18 Portfolio Disposals") are
subject to the fulfilment or waiver, as the case may be, of the following conditions precedent:
4.2.1 by no later than 10 business days after the signature date of the Hangar 18 Portfolio
Agreement (“Hangar 18 Portfolio Signature Date”), any Secured Creditor providing their
written consent to the Hangar 18 Portfolio Disposals as contemplated in the Hangar 18
Portfolio Agreement, to the extent required;
4.2.2 by no later than 15 business days after the Hangar 18 Portfolio Signature Date, Hangar 18
furnishing the Rebosis Group with bank guarantees for the payment of the Hangar 18
Disposal Considerations payable under the Hangar 18 Portfolio Agreement from a bank,
registered as a financial institution in South Africa, acceptable to the Rebosis Group, and
on terms acceptable to the Rebosis Group, which guarantees are payable on the applicable
Transfer Dates;
4.2.3 by not later than 180 days after the Hangar 18 Portfolio Signature Date:
4.2.3.1 the Hangar 18 Portfolio Disposals, to the extent required, having been
approved by the Competition Authorities in terms of the Competition Act,
either unconditionally or, in the event of a conditional approval, on terms and
conditions which the party adversely affected by such terms and conditions
confirms in writing to be acceptable to it;
4.2.3.2 the Bloed Street Agreement having been entered into and having become
unconditional in accordance with its terms, save for (1) any condition requiring
that the Hangar 18 Portfolio Agreement becomes unconditional and (2) any
condition requiring the consent of The City of Tshwane Metropolitan
Municipality for the assignment of the Bloed Street Lease to Hangar 18;
4.2.3.3 the counterparty to the Sunny Park Checkers lease having waived its pre-
emptive rights under such lease or the parties to such lease have concluded
an amended lease in terms of which such counterparty is not entitled to any
such rights; and
4.2.3.4 the City of Tshwane Metropolitan Municipality having provided its consent to
the transfer of the Forest Hill property to Hangar 18 as required by the Forest
Hill notarial tie agreement.
The disposal under the Bloed Street Agreement ("Bloed Street Disposal") is subject to the
fulfilment or waiver, as the case may be, of the following conditions precedent:
4.2.4 by not later than the signature date of the Bloed Street Agreement (“Bloed Street
Signature Date”), all such resolutions as may be necessary in order to approve and
implement the provisions of the Bloed Street Agreement have been passed by the directors
and shareholders of Hangar 18;
4.2.5 by no later than 10 business days after the Bloed Street Signature Date, any Secured
Creditor providing their written consent to the Bloed Street Disposal as contemplated in the
Bloed Street Agreement, to the extent required;
4.2.6 by no later than 15 business days after the Bloed Street Signature Date, Hangar 18
furnishing the Rebosis Group with bank guarantees for the payment of the Hangar 18
Disposal Considerations payable under the Bloed Street Agreement from a bank,
registered as a financial institution in South Africa, acceptable to the Rebosis Group, and
on terms acceptable to the Rebosis Group, which guarantees are payable on the applicable
Transfer Dates;
4.2.7 by not later than 180 days after the Bloed Street Signature Date:
4.2.7.1 the Bloed Street Disposal, to the extent required, having been approved by
the Competition Authorities in terms of the Competition Act, either
unconditionally or, in the event of a conditional approval, on terms and
conditions which the party adversely affected by such terms and conditions
confirms in writing to be acceptable to it;
4.2.7.2 the Hangar 18 Portfolio Agreement having been entered into and having
become unconditional in accordance with its terms, save for any condition
requiring that the Bloed Street Agreement becomes unconditional; and
4.2.7.3 the City of Tshwane Metropolitan Municipality having provided its consent to
the assignment of the Bloed Street Lease to Hangar 18, either unconditionally
or, in the event of a conditional approval, on terms and conditions which the
party adversely affected by such terms and conditions confirms in writing to
be acceptable to it.
5. Details of the CBD Disposal Properties and Hangar 18 Disposal Properties, and related financial
information
Details of the CBD Disposal Properties and Hangar 18 Disposal Properties are as follows:
Weighted
Gross
Single or average Net operating Disposal
lettable Vacancy Property value2
Property name Location Sector multi rental per income/ (loss)1 1 consideration
area 1 rate (R'000)
tenanted sqm (R'000) (R'000)
(sqm)
(R)
Bloed Street Mall Pretoria Retail 27 178 Multi 169,56 44 562 4,6% 420 000 350 000
Sunnypark Mall Pretoria Retail 27 890 Multi 129,74 16 987 25,2% 580 000 530 000
Forest Hill City Centurion Retail 73 443 Multi 64,43 1 524 44,9% 400 000 500 000
Hemingways Mall East London Retail 73 774 Multi 144,85 141 357 7,2% 1 300 000 1 265 000
Baywest Mall Port Elizabeth Retail 90 828 Multi 116,65 79 850 12,4% 1 300 000 1 250 000
11 Diagonal Street Johannesburg Offices 37 758 Multi 150,97 74 425 9,1% 422 233 460 000
124 Main Street Johannesburg Offices 20 818 Single 112,37 29 673 0,0% 238 654 260 000
174 Visagie Street Pretoria Offices 13 376 Vacant 0,00 10 478 1,0% 41 600 58 000
18 Rissik Street Johannesburg Offices 11 204 Single 108,17 17 932 0,0% 119 327 130 000
189 Schoeman Street Pretoria Offices 19 332 Multi 135,08 26 125 49,4% 183 580 200 000
28 Harrison Street Johannesburg Offices 20 984 Multi 85,25 10 885 2,5% 99 133 108 000
64 Eloff Street Johannesburg Offices 4 938 Multi 135,44 6 883 0,0% 45 895 50 000
99 Market Street Johannesburg Offices 11 679 Multi 71,88 5 004 2,4% 67 924 74 000
Antalis Johannesburg Offices 18 954 Single 49,78 8 917 0,0% 100 969 100 000
Arbour Square Johannesburg Offices 9 206 Multi 74,60 3 030 2,8% 47 731 52 000
Bank of Lisbon Pretoria Offices 14 599 Multi 100,75 12 354 0,0% 110 148 120 000
Game Building Johannesburg Offices 21 437 Multi 31,44 2 910 1,5% 55 074 60 000
Jabu Ndlovu Pietermaritzburg Offices 11 455 Multi 123,06 13 070 0,0% 110 148 120 000
Liberty Building Pretoria Offices 33 885 Single 158,68 56 901 0,0% 321 264 350 000
NPA Building Pretoria Offices 24 720 Single 123,88 45 065 0,0% 504 844 550 000
Revenue Building Pietermaritzburg Offices 7 314 Single 121,47 7 743 0,0% 68 842 75 000
Riverpark Nelspruit Offices 4 215 Multi 109,16 4 696 1,3% 36 716 40 000
Riverview Nelspruit Offices 4 303 Multi 32,25 926 2,1% 22 030 24 000
SALU Building Pretoria Offices 30 354 Single 156,11 63 943 0,0% 183 580 200 000
Student
SASSA Campus Mafikeng 11 665 Multi 32,23 77 0,0% 60 000 90 000
accommodation
Surrey House Johannesburg Offices 11 738 Single 117,26 20 892 22,9% 137 685 150 000
Swiss House Johannesburg Offices 7 807 Vacant 0,87 -3 046 1,0% 28 455 31 000
Total 644 854 703 163 7 005 832 7 197 000
Notes:
1. The weighted average rentals, net operating income/(loss) and vacancy rates have been extracted
from Rebosis’ latest unaudited management report as at July 2023.
2. The valuations were performed as at 1 April 2023 by Quadrant Properties 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 Joint BRPs and the board of
directors of Rebosis (the “Board”) and has not been reported on or reviewed by Rebosis’ auditors.
6. Categorisation
Following Rebosis being placed into business rescue, a request was submitted to the JSE to apply the
provisions of Schedule 11 (Rescue Operations) of the JSE Listings Requirements such that paragraphs
9.20 to 9.29 of the JSE Listings Requirements are modified. As a result, the JSE agreed to apply the
provisions of Schedule 11 (Rescue Operations) and the Disposals, although being Category 1
transactions, are not subject to Rebosis shareholder approval.
7. Additional information
7.1 As required in terms of Schedule 11 (Rescue Operations), this announcement sets out all relevant
information in terms of paragraph 9.15 of the JSE Listings Requirements.
7.2 Rebosis is currently operating in terms of the BR Plan and only following conclusion of the PSP will
the Company be in a position to determine its next steps in accordance with the BR Plan. As
envisaged in the BR Plan, the Joint BRPs have, to the extent possible, preserved the employment
of circa 70% of affected employees. The Joint BRPs will endeavour to preserve the employment of
affected employees in respect of the remaining Rebosis Group properties.
7.3 In the opinion of the Joint BRPs and the Board, the Rebosis Group does not generate sufficient
cash to cover its operating expenses, including interest payments on its debt. The working capital
available to the Rebosis Group is therefore not sufficient for the Rebosis Group’s present
requirements and the Company has entered into post-commencement finance arrangements with
certain of its creditors to enable the Rebosis Group to continue operating pending conclusion of the
PSP.
Johannesburg
23 August 2023
Joint BRPs: Phahlani Mkhombo and Jacques du Toit
Advisors to the Joint BRPs: Java Capital Proprietary Limited, Blackacres Capital 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
Advisors to Nedbank Property Nedbank Corporate and Investment Banking, a division of Nedbank
Finance as a Secured Creditor: Limited
