RESILIENT REIT LIMITED
Incorporated in the Republic of South Africa
Registration number: 2002/016851/06
JSE share code: RES
ISIN: ZAE000209557
Bond company code: BIRPIF
LEI: 378900F37FF47D486C58
(Approved as a REIT by the JSE)
(“Resilient” or “the Company”)


ACQUISITION OF A RETAIL SHOPPING CENTRE IN SPAIN


1.    Introduction

      Shareholders and noteholders are advised that on 21 December 2023 (the “Signature Date”), the Company’s
      affiliate, Bacanati Investments S.L.U., (“Propco” or the “Purchaser”), entered into a binding sale and
      purchase agreement (with an attached agreed notarial deed of sale) (the “Agreement”) with DWS Grundbesitz
      GmbH Sucursal en España (the “Seller”), owned by a Frankfurt-based asset management company,
      Grundbesitz Europa, to acquire a retail shopping centre, Salera Centro Comercial (the “Property” or
      “Salera”), which will be the sole asset of Propco, for a total gross purchase consideration of EUR171 million
      (“Purchase Consideration”) (the “Acquisition”).

      The Purchase Consideration represents an annualised net initial yield of 7,7% (inclusive of transaction costs)
      based on the forecast 2024 net operating income.

      The Acquisition is structured such that Propco will acquire the Property. Prior to the Signature Date, Resilient
      acquired 50% of the issued shares of Propco’s holding company (“Holdco”). Lighthouse Properties p.l.c. holds
      the remaining 50% of Holdco’s issued shares. Propco will not initially utilise bank funding for the Acquisition,
      although it intends to introduce senior bank debt of approximately 45% of the acquisition price in due course.

2.    Salera

      Salera, in the city of Castellón de la Plana, opened in 2006 and is the dominant regional shopping centre in the
      province of Castellon (c. 600 000 inhabitants). The shopping centre provides a comprehensive retail offering of
      68 752m2, including a 13 693m2 Alcampo Hypermarket. The Alcampo Hypermarket is under separate ownership
      and does not form part of the Acquisition.

      Salera is fully let to 147 major international and national tenants including Primark, H&M, JD Sports, FNAC,
      Primor, C&A and eight Inditex brands (Zara, Massimo Dutti, Lefties, Bershka, Pull&Bear, Oysho, Zara Home
      and Stradivarius). The entertainment offering includes a 14-screen cinema, an arcade, bowling, as well as a food
      court. The shopping centre’s current annual footfall is 9 million, which is 8,7% above 2019 levels.

      The shopping centre is well located with easy access to the A-7 motorway (the main motorway between Valencia
      and Barcelona) and has no direct competition within 100 km.

3.    Rationale

      The Acquisition is in line with Resilient’s strategy to invest in dominant retail centres in regions with strong
      economic fundamentals.

4.    Terms of the Acquisition

      The Company’s 50% portion of the Purchase Consideration is EUR 85,5 million (exclusive of transaction costs).

      The full (100%) Purchase Consideration will be paid by Propco to the Seller, in cash, with an advance payment
      of 10% being paid on the Signature Date. The balance of the Purchase Consideration will be paid on the closing
      date of the Acquisition, which will occur when the transfer deed is signed and the Property transfers to Propco
      (the “Closing Date”).
     The effective date of the Acquisition will be the Closing Date, which date is anticipated as being no later than
     29 February 2024.

5.   Conditions precedent, warranties and other terms

     The Acquisition is not subject to any conditions precedent.

     The Agreement contains warranties, undertakings and indemnities in favour of the Purchaser, which are standard
     for a transaction of this nature and which will be covered by relevant warranty and indemnity insurance with a
     reputable insurer.

6.   Property information

     Details regarding the Property are set out below:

      Property name and           Geographical Sector                 Gross      Weighted                Purchase
      address                     location                     lettable area   average net       Consideration for
                                                                        (m2)        rental     the Property (EUR)
                                                                                (EUR/m2)
      Salera Centro               Castellón,       Retail            53 291          20,88             171 000 000
      Comercial                   Spain
      Avenida Enrique
      Gimeno Number 82,
      Castellón de la Plana

     The Purchase Consideration is considered to be the Property’s fair market value, as determined by the directors
     of the Company. The directors of the Company are not independent and not registered as professional valuers or
     as professional associate valuers in terms of the Property Valuers Profession Act, No. 47 of 2000 or the Royal
     Institute of Chartered Surveyors.

7.   Forecast financial information

     Set out below are the forecast revenue, net property income, net profit after taxation and distributable profit
     relating to the Property (the “Forecast”) for the month ending December 2023 and the 12 months ending
     December 2024 (the “Forecast Period”).

     The Forecast has been prepared on the assumption that the Acquisition will be implemented on the Signature
     Date and on the basis that the Forecast includes forecast results for the duration of the Forecast Period.

     The Forecast, including the assumptions on which it is based and the financial information from which it has
     been prepared, is the responsibility of the directors of the Company. The Forecast has not been reviewed or
     reported on by independent reporting accountants.

     The Forecast, representing Resilient’s effective 50% share of the Acquisition, presented in the table below has
     been prepared in accordance with the Company’s accounting policies, which are in compliance with International
     Financial Reporting Standards.

                                               Forecast for the month ending    Forecast for the 12-month period
                                                              December 2023               ending December 2024
                                                                      (EUR)                               (EUR)
      Revenue                                                        224 035                           7 576 421
      Net property income                                            198 308                           6 706 442
      Net profit after taxation                                      198 308                           6 706 442
      Distributable profit                                           198 308                           6 706 442

     The Forecast incorporates the following material assumptions:

     1.    Salera is acquired effective from the Signature Date, i.e. 21 December 2023.
     2.    The Forecast is based on information derived from the budgets and rental contracts provided by the Seller.
      3.       Contracted revenue is based on existing lease agreements including stipulated increases, as well as expected
               indexation, all of which are valid and enforceable.
      4.       97% of rental income is contracted. The remaining 3% of rental income represents renewals, which have
               been forecast at similar rentals to their current levels.
      5.       Property operating expenditure has been forecast by the property manager (CBRE Spain) based on the 2024
               approved budget.
      6.       The forecast net profit after taxation is similar to net property income as this transaction represents a
               property acquisition and does not include applicable corporate taxes.

8.    Categorisation of the Acquisition

      The Acquisition is classified as a category 2 transaction in terms of the JSE Listings Requirements and
      accordingly no shareholder approval is required.

21 December 2023


Sponsor                                                       Debt Sponsor

Java Capital                                                  Rand Merchant Bank
                                                              (a division of First Rand Bank Limited)