ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/015057/06)
Share code: APF ISIN: ZAE000185815
LEI: 378900D514788C447E45
Bond company code: APFE
(“Accelerate”, “APF” or the “Company”)


EXPRESSION OF INTEREST FOR THE DISPOSAL BY ACCELERATE OF EDEN MEANDER


1.    INTRODUCTION
      Shareholders and noteholders are advised that Accelerate (“Seller”) has entered into an
      expression of interest (the “Offer”) with Sasol Pension Fund (“Purchaser”), to dispose of Eden
      Meander Shopping Centre situated on Erf 26207 and together with vacant land on Erf 26832,
      George Township, Registration Division George, Province of the Western Cape measuring
      107,2502m² and 7,094m² respectively (“Eden Meander” or the “Property”) (the “Proposed
      Transaction”).


2.    THE PROPERTY
      The Property, a retail shopping centre, forms part of Accelerate’s retail portfolio and was acquired
      by Accelerate in October 2016.


      As at 31 March 2023, the Property was valued at R 521,696,598.00 and is being sold for a
      consideration equal to 7.5% of the net income yield capitalised for 12 months from 1 December
      2023 which is expected to be a minimum consideration of approximately R521 000 000.00 (Five
      Hundred and Twenty-One Million Rand). The final purchase price will be determined following
      the due diligence investigation.


3.    THE CONSIDERATION AND APPLICATION OF THE SALE PROCEEDS
      It is the intention of Accelerate to apply the full proceeds of the Proposed Transaction to reduce
      debt and/or capital reinvestment into its core property portfolio.
4.   RATIONALE FOR THE PROPOSED TRANSACTION AND UPDATE ON BALANCE SHEET OPTIMISATION
     STRATEGY
     In line with the Company’s stated intention of strengthening its financial position by improving
     the interest cover ratio (“ICR”), partly through the disposal of assets, the board of directors have
     resolved to dispose of Eden Meander which will have a significant impact on the ICR level.


     While this decision was not taken lightly, we believe that it is in the best interest of the Company
     and its shareholders.


     Since year-end, the Company disposed of the Ford Fourways and Leaping Frog (transfer
     imminent) which reduced the LTV by 1.2% and improved the ICR by 0.1 times. The disposal of
     Eden Meander will further reduce the LTV by 3.0% and result in a meaningful further
     improvement in the ICR.


5.   EFFECTIVE DATE
     The effective date for the Proposed Transaction will be the date on which the last of the
     conditions’ precedent are fulfilled or waived, as the case may be, which is expected to be in
     November 2023.


6.   CONDITIONS PRECEDENT
     The Proposed Transaction is subject to the following conditions precedent:
     •     The Entering into a binding sale agreement by the parties;
     •     The satisfactory outcome of a due diligence investigation of the property, which includes
           the confirmation of all zoning and town-planning approval;
     •     Competition Commission approval (as may be required);
     •     Approval of Sasol Pension Fund’s Investment Committee of the Proposed Transaction; and
     •     Accelerate shareholder approval.


7.   INFORMATION RELATING TO THE PROPERTY
     The details of the Property including location, gross lettable area (“GLA”), net rent, remaining
     lease term and independent valuation are as follows:


     Property:                                      Eden Meader Shopping Centre including vacant
                                                    land
     Legal description:                           Erf 26207, George Township, situated in the
                                                  George     Municipality,   Registration   Division
                                                  George, Province of the Western Cape measuring
                                                  107,2502m² and Erf 26832, George Township,
                                                  situated in the George Municipality, Registration
                                                  Division George, Province of the Western Cape
                                                  measuring 7,094m²
     GLA (m²):                                    31,136m²
     Net rent per m²:                             R131.4/m²
     Selling price:                               7.5% of the net income yield capitalised for 12
                                                  months from 1 December 2023 (of R39.1 million)
     Net operating income to 31 March 20231:      R38.5 million
     Vacancy rate per GLA as at 31 March 20231: 0.35%
     Valuation2:                                  R521,696,598.00
     Date of valuation2:                          31 March 2023
      Effective date of disposal:                 On or about 30 November 2023, being the date
                                                  of the transfer of the property into the name of
                                                  the purchaser
      Forecast revenue3                           R62.3 million
      Forecast net operating income3              R39.4 million


     Notes:
     1.     The Net rental per square metre, Net operating income and vacancy rate in respect of the
            property have been extracted from the Company’s results for the year ended 31 March
            2023, which were prepared in terms of International Financial Reporting Standards.
     2.     The valuation was performed at 31 March 2023 by the directors of the Company.
     3.     The forecast revenue and net operating income represents the expected results for this
            property for the period 1 April 2023 to 31 March 2024.


8.   REPRESENTATION AND WARRANTIES
     The Seller shall provide warranties to the Purchaser that are standard for a transaction of this
     nature.
9.    CATEGORISATION OF THE TRANSACTION
      In terms of the Listings Requirements of the JSE Limited, the Transaction is classified as a Category
      1 transaction for Accelerate and require shareholder approval. A further announcement setting
      out the salient dates of the posting of the Category 1 transaction circular as well as the salient
      times and dates for the general meeting of Accelerate shareholders to approve the Transaction,
      will be published in due course.




Johannesburg
23 August 2023




Equity Sponsor
The Standard Bank of South Africa Limited
Debt Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement may be considered forward-looking. Although APF believes
that the expectations reflected in any such forward-looking statements relating to the Transaction are
reasonable. The information has not been reviewed or reported on by the reporting accountants and
auditors and no assurance can be given by APF that such expectations will prove to be correct. APF does
not undertake any obligation to publicly update or revise any of the information given in this
announcement that may be deemed to be forward- looking.