Rebosis Property Fund - A Shares (JSE:REA) News - Update on the Disposal of a Portfolio of Property Assets

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REA ISIN: ZAE000240552
JSE share code: REB ISIN: ZAE000201687
Alpha code: REBI
(Approved as a REIT by the JSE)
("Rebosis" or "the Company")


UPDATE ON THE DISPOSAL OF A PORTFOLIO OF PROPERTY ASSETS


Shareholders are referred to the announcement released on SENS on 21 October 2021 (the "21 October Announcement"), wherein
the Company advised that it, together with its wholly-owned subsidiary Ascension Properties Limited (collectively the "Rebosis
Group"), had concluded agreements ("Transaction Agreements") with Ulricraft Proprietary Limited (the "Purchaser"), in terms
of which the Purchaser will acquire from the Rebosis Group the portfolio of rental enterprises (and accompanying immovable
properties) ("Rental Enterprises") ("Sale Portfolio") as described in the 21 October Announcement, as a going concern and for
an aggregate cash consideration of R6 319 099 000 (the "Transaction").

Shareholders were further advised that the Transaction was entered into subject to certain conditions precedent, one of which being
that the Purchaser must confirm in writing to the Rebosis Group that it is satisfied with the outcome of the due diligence investigation
being undertaken by it in respect of the Sale Portfolio before 11 March 2022. The Transaction Agreements made provision for an
individual estimated NOI ("Individual Estimated NOI") in respect of each of the Rental Enterprises in the Sale Portfolio. This
value was calculated, initially, as an amount equal to the agreed individual purchase price ("Individual Purchase Price")
attributable to that Rental Enterprise multiplied by 9.5% (being the agreed yield at which the Sale Portfolio is to be sold in terms of
the Transaction). An upward change to the the Individual Estimated NOI of any Rental Enterprise will cause an upward change to
the Individual Purchase Price attributed to each Rental Enterprise, and vice versa.

The written notice of the Purchaser's satisfaction with the outcome of the due diligence investigation has been issued to the Rebosis
Group timeously, and has been countersigned by the Rebosis Group, thus indicating that it recognises the fulfilment of the applicable
condition precedent.

The Transaction Agreements include provisions in terms of which, during the due diligence investigation period, the Parties may
agree to exclude certain Rental Enterprises from the Sale Portfolio or agree on adjusted Individual Purchase Prices for certain Rental
Enterprises ("Reduction Rights"). In accordance with these Reduction Rights, the Parties have agreed that the Transaction shall be
implemented on the basis that the Purchaser shall acquire from the Rebosis Group the Sale Portfolio of Rental Enterprises, which
Sale Portfolio has been reduced through the removal of 11 Rental Enterprises (the "Revised Sale Portfolio") (as outlined more fully
below) as a going concern, for an aggregate cash consideration of R3 354 852 709 (the "Revised Purchase Consideration") at a
blended yield of 9.4%.

During the due diligence investigation the sale of certain Rental Enterprises comprising the Sale Portfolio ("Conditional
Enterprise(s)") was also made conditional upon the fulfilment by a specific date ("Fulfilment Date") of certain conditions in
respect of each such Conditional Enterprise. If any condition stipulated by the Purchaser in respect of a Conditional Enterprise has
not been fulfilled before the relevant Fulfilment Date, the Purchaser is entitled, at its discretion, to waive the requirement to fulfil
that condition and may request that the Conditional Enterprise be included in the Portfolio once again, failing which such Conditional
Enterprise will be excluded from the Transaction. The Revised Sale Portfolio details are outlined below:

Rebosis Sale Portfolio:

Property name                                Valuation (R)*      Revised Individual      Revised Individual     Conditional/
                                                                      Estimated NOI          Purchase Price     unconditional
OFFICE SECTOR
Victoria Mxenge, Gauteng                         570 000 000             65 463 522             727 372 467     Unconditional
124 Main Street, Gauteng                         338 000 000             31 772 807             353 031 189     Conditional
Bank of Lisbon, Gauteng                          152 000 000             15 858 025             166 926 575     Unconditional
18 Rissik Street, Gauteng                        196 000 000             18 686 928             207 632 533     Unconditional
Arbour Square, Gauteng                            89 000 000              7 404 817              74 048 170     Unconditional
Revenue Building, Kwa-Zulu Natal                  92 200 000             10 048 076             111 645 289     Unconditional
64 Eloff Street, Gauteng                          65 000 000              6 200 981              68 899 789     Unconditional
SASSA Campus, North-West                         160 000 000             12 592 695             125 926 950     Conditional
Antalis, Gauteng                                 108 000 000              9 353 038              93 530 380     Unconditional
Total Rebosis Portfolio                        1 770 200 000            177 380 889           1 929 013 342

* the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered
  as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.

Ascension Sale Portfolio:

Property name                                                     Revised Individual     Revised Individual     Conditional/
                                              Valuation (R)*           Estimated NOI         Purchase Price     unconditional
OFFICE SECTOR
VWL Building, Gauteng                            263 000 000              21 058 702            233 985 578     Unconditional
Prorom, Mpumalanga                                84 000 000               7 023 466             78 182 956     Conditional
Spectrum, Western Cape                           119 000 000               7 945 030             79 450 300     Unconditional
Sigma Building, Western Cape                      46 000 000               4 091 272             45 458 578     Unconditional
174 Visagie Street, Gauteng^                     253 000 000              25 496 808            254 968 080     Conditional
238 Roan Crescent, Gauteng                       113 000 000               9 787 652             97 876 520     Unconditional
373 Pretorius Street, Gauteng^                   165 000 000              17 649 454            176 494 540     Conditional
Kingfisher, Gauteng                               13 800 000               1 124 382             10 221 655     Unconditional
Meyersdal, Gauteng                                56 000 000               4 398 953             39 990 482     Unconditional
Mishumo House, Gauteng                            66 500 000               5 957 680             59 576 800     Conditional
NBC, Gauteng^                                    130 000 000              13 518 504            122 895 491     Conditional
Surrey House, Gauteng                            202 000 000              20 406 455            226 738 389     Unconditional
Total Ascension Portfolio                      1 511 300 000             138 471 358          1 425 839 367

Total Portfolio                                3 281 500 000             315 852 247          3 354 852 709

* the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered
  as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.
^ these properties are in the process of being converted to student accommodation and, as such, are vacant currently.

The Revised Sale Portfolio and Revised Purchase Consideration have been agreed to in order to procure that the Transaction may
close more expeditiously as this equates to a lower quantum of equity required by the Purchaser. Further, the Purchaser has indicated
its willingness to proceed with the acquisition of the balance of the assets (the excluded Rental Enterprises) subject to a capital raise
and the fulfilment of certain other conditions.

The Transaction Agreements also provide that the Transaction is subject to a further condition precedent requiring the Purchaser to
obtain finance before 22 April 2022 in the amount of the Revised Purchase Consideration agreed between the parties. The Company
will be able to confirm the fulfilment of this condition precedent in due course.

25 March 2022

Transaction sponsor
Java Capital
Date: 25-03-2022 03:40:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.