REX TRUEFORM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO       ISIN: ZAE000250387
JSE share code: RTN       ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
(“Rex Trueform” or the “Company”)


ACQUISITION OF IMMOVABLE PROPERTIES BY                                TELEMEDIA         PROPRIETARY           LIMITED
(“TELEMEDIA”), A SUBSIDIARY OF REX TRUEFORM



1.     INTRODUCTION
       1.1     Shareholders are advised that Telemedia has entered into two sale of rental enterprise agreements (the
               “Telelet Agreements”) with Telelet Proprietary Limited (“Telelet”), a company wholly owned by The
               Bretherick Family Trust (the “Trust”), in terms of which Telemedia shall acquire the following
               immovable properties:
       1.1.1   remaining extent of ERF 79 Edenburg Township, measuring 4 460 square metres held by title deed
               69804/2012 situated at 17 9th Avenue, Rivonia, 2128;
       1.1.2   portion 1 of ERF 79 Edenburg Township, measuring 4 460 square metres held by title deed 69115/2012
               situated at 19 9th Avenue, Rivonia, 2128;
       1.1.3   portion 2 of ERF 80, Edenburg Township, measuring 1 467 square metres held by title deed
               161401/2004 situated at 16 Wessels Road, Rivonia, 2128;
       1.1.4   portion 3 of ERF 80 Edenburg Township, measuring 1 427 square metres held by title deed 48674/2011
               situated 16 Wessels Road, Rivonia, 2128;
       1.1.5   remaining extent of ERF 80 Edenburg Township, measuring 1 566 square metres held by title deed
               21537/2004, 16 Wessels Road, Rivonia, 2128;
       1.1.6   ERF 281 Edenburg Township, measuring 6 437 square metres, held by title deed 74982/2007 situated
               18 Wessels Road, Rivonia,2128;
       1.1.7   ERF 1189 Ferndale Township, measuring 4 015 square metres held by title deed 32562/2013 situated
               at 232 Oak Avenue, Ferndale Township, 2194; and
       1.1.8   portion 1 of ERF 84, Edenburg Township, measuring 4 955 square metres held by title deed 27055/2017
               situated at 18 Wessels Road, Rivonia, 2128,
               (collectively, the “Telelet Properties”) and the rental enterprises conducted by Telelet from such
               Telelet Properties (the “Telelet Rental Enterprise”), for an acquisition consideration of R50,000,000
               (the “Telelet Acquisition Consideration”).
               Shareholders are further advised that Telemedia has entered into a sale of rental enterprise agreement
               (the “Trust Agreement”) with the trustees for the time being of the Trust, in terms of which Telemedia
               has acquired the immovable property known as ERF 57 Richmond Township, measuring 495 square
               metres held by title deed 40002/2010 situated at 27 Landau Terrace, Melville (the “Trust Property”
               and with the Telelet Properties, the “Properties”) and the rental enterprise conducted by the Trust from
               such Trust Property (“Trust Rental Enterprise”), for an acquisition consideration of R1,500,000 (the
               “Trust Acquisition Consideration”),
               collectively, the “Transactions”.
       1.2     The effective date of each of the transactions will be the date of registration of transfer of ownership of
               the Telelet Properties and the Trust Property into the name of Telemedia (each an “Effective Date”).
       1.3     The acquisition of the Telelet Rental Enterprise and the Trust Rental Enterprise includes a number of
               leases.
2.   RATIONALE FOR THE TRANSACTIONS
     The Transactions present a strategic opportunity for Telemedia to acquire properties which currently are
     partially occupied by Telemedia for operational purposes, as well as to secure an additional rental revenue
     stream from the remaining portions, thus further diversifying Rex Trueform’s existing portfolio of properties.


3.   SALIENT TERMS OF THE TELELET AGREEMENTS AND THE TRUST AGREEMENT
     3.1     Possession, occupation and control of the Telelet Properties shall be given by Telelet to Telemedia on
             the Effective Date of each of the Telelet Properties, and possession, occupation and control of the Trust
             Property shall be given by the Trust to Telemedia on the Effective Date of the Trust Property.
     3.2     It is envisaged that the transactions related to the Telelet Properties (with the exception of the property
             located at portion 1 of ERF 84 Edenburg) will be zero-rated in terms of the Value-Added Tax Act.
     3.3     All leases and contracts in respect of the Telelet Properties and the Trust Property will be assigned to
             the Company with effect from the Effective Date.
     3.4     Each of Telelet and the Trust has warranted that it has no employees in relation to their respective rental
             enterprises.
     3.5     Telelet has undertaken that it will, during the period between the date of last signature of the Telelet
             Agreements (“Telelet Signature Dates”) and the Effective Date carry on the Telelet Rental Enterprise
             in the same manner as it did before the Telelet Signature Dates, in its ordinary course of business, so as
             to maintain the Telelet Rental Enterprise as a going concern.
     3.6     The Trust has undertaken that it will, during the period between the date of last signature of the Trust
             Agreement (“Trust Signature Date”) and the Effective Date, carry on the Trust Rental Enterprise in
             the same manner as it did before the Trust Signature Date, in its ordinary course of business, so as to
             maintain the Trust Rental Enterprise as a going concern.

4.   PAYMENT AND FUNDING OF THE TELELET ACQUISITION CONSIDERATION AND THE
     TRUST ACQUISITION CONSIDERATION
     Both the Telelet Acquisition Consideration and the Trust Acquisition Consideration are payable on the Effective
     Date and will be funded as follows:
     4.1     R7,000,250 shall be funded by cash resources available to Telemedia; and
     4.2     R44,499,750 shall be funded by way of a loan from a bank against security of the registration of a first
             mortgage bond over the Properties.

5.   CONDITIONS PRECEDENT
     The Transactions remain subject to the fulfilment of the following conditions precedent within 10 days
     following the Telelet Signature Dates and the Trust Signature Date:
     5.1     the board of directors of Telemedia and Telelet and the trustees of the Trust approve the transactions in
             terms of the respective agreements; and
     5.2     Telemedia obtains the necessary loan funding set out in paragraph 4.2 above to settle the Telelet
             Acquisition Consideration and the Trust Acquisition Consideration.

6.   FINANCIAL INFORMATION
     6.1     The market value of the assets that are the subject of the Transactions is R61,550,000 and such assets
             are being acquired at a yield of 9.1%.
     6.2     The yield percentage is based on the management accounts for the twelve months ended 29 February
             2024 in respect of the properties which are the subject of the Transactions and assumes that there are no
             unforeseen economic factors that will affect the ability of customers to meet their commitments in terms
             of existing lease agreements. For purposes of this announcement, the directors of the Company are
             satisfied with the quality of these management accounts.
       6.3      The financial information, 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 and has not been
                reviewed or reported on by independent reporting accountants.

7.     CATEGORISATION OF THE TRANSACTIONS
       In terms of the JSE Listings Requirements, the Transactions constitute a category 2 transaction and are therefore
       not subject to shareholder approval.


22 March 2024

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Java Capital