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Proposed disposal of Enterprise Park property

Published: 2022-10-19 17:26:24 ET
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DELTA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
JSE share code: DLT
ISIN: ZAE000194049
(Approved as a REIT by the JSE)
("Delta" or the “Company”)

PROPOSED DISPOSAL OF ENTERPRISE PARK PROPERTY

1.     Introduction
       Delta shareholders are hereby advised that the Company (“Seller”) has entered into an agreement (“Agreement”) with
       Micawber 832 Proprietary Limited (“Purchaser”), represented by Justin Blend, to dispose of its property situated at 15 Simba
       Road, Sunninghill, Johannesburg, together with all buildings and improvements thereon, as more commonly known as
       “Enterprise Park” (the “Property”), for a cash consideration of R39.0 million (“Disposal Consideration”).

2.     Rationale and use of proceeds
       The Delta board of directors (“Board”) continues to confirm the strategy for the Company as being underpinned by the
       Sovereign, with a more refined approach to the definition of Sovereign. As part of the strategy, and the optimisation of the
       portfolio, it was agreed that the disposal of assets which were no longer strategic to the Company would be undertaken.
       Enterprise Park is considered one such asset.

       Enterprise Park comprises of four buildings, three of which are completely vacant and require significant refurbishment
       and upgrade to bring them to a lettable state.

       The net proceeds of R39.0 million will be utilised by the Company to reduce debt and the Loan to Value (LTV) by 0.2% from
       57.0% to 56.8% and to reduce vacancy levels by 0.7% from 31.3% (28 February 2022) to 30.6%.

3.     Terms and conditions of the Disposal

       3.1    Purchasers
              The ultimate beneficial shareholders of the Purchaser are:
                       • The Efogen Trust - Justin Blend Family;
                       • The Lawson Trust - Nicholas Katsapas Family;
                       • The LAJOAL Investment Trust - Grant Friedman Family; and
                       • The NFD Trust - Gregory Blend Family.
              None of these beneficial shareholders are ‘related parties’ in terms of the JSE Limited (“JSE”) Listings Requirements.

       3.2    Sale
              The Seller has agreed to sell, and the Purchaser has agreed to purchase the Property, with effect from, and
              inclusive, of the date on which the registration of transfer of the Property into the name of the Purchaser is
              affected, which date the Company anticipates will be approximately 31 December 2022.

       3.3    Disposal Consideration
              The Disposal Consideration payable for the Property by the Purchaser is R39.0 million exclusive of VAT, payable in
              cash on the date of registration of transfer.

       3.4    Conditions precedent
              The Disposal is conditional on the fulfilment of the condition precedent that signed resolutions be provided by both
              the Seller’s and Purchaser’s boards and/or investment committees approving the Disposal.

       3.5    Representations and warranties
              The Agreement contains representations and warranties by the parties in favour of one another which are standard
              for transactions of this nature.
4.    Financial and property-related information in respect of the Property

                                                                  Enterprise Park
      Location:                                                   15 Simba Road, Sunninghill, Johannesburg
      Gross lettable area:                                        11 860m2
      Weighted average rental as at 28 February 2022:             R75.3/m2
      Net operating (loss)/income¹:                               (R1.6 million)
      Effective date of the Disposal:                             On or about 31 December 2022, being the anticipated transfer
                                                                  date of the Property into the name of the Purchaser
      Vacancy rate as at 28 February 2022:                        83.7%
      Value of the Property as at 28 February 20222:              R45.4 million
      Disposal consideration (exclusive of VAT):                  R39.0 million
      Sector:                                                     Office

      Notes:
      1.     The net operating income in respect of the Property has been extracted from the Company’s results for the year
             ended 28 February 2022, which were prepared in terms of International Financial Reporting Standards.

      2.     The valuation was performed as at 28 February 2022 by HD Valuations 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 board and has not been reported on or
             reviewed by Delta’s auditors or a reporting accountant.

5.    Categorisation
      The Disposal is classified as a Category 2 transaction in terms of the JSE Listings Requirements. Accordingly, it is not subject
      to shareholder approval.

Johannesburg
19 October 2022

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited