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Category 2 Acquisition Announcement – 1 Sportica Crescent, Tygervalley
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
CATEGORY 2 ACQUISITION ANNOUNCEMENT – 1 SPORTICA CRESCENT, TYGERVALLEY
1. INTRODUCTION
Shareholders are advised that on 21 May 2026 ("Signature Date"), Spear entered into a sale of rental
enterprise agreement ("Agreement") with Ingenuity Property Investments Proprietary Limited ("Seller"),
in terms of which Spear will acquire a portfolio of three office buildings and all other improvements situated
on Erf 32140, Bellville, 1 Sportica Crescent ("Property"), and the rental enterprise conducted by the Seller
on the Property ("Rental Enterprise"), as a going concern ("Acquisition"), for a purchase consideration
of R960 000 000 ("Purchase Consideration").
The Seller is beneficially owned by third parties, none of whom are related parties of the Company. The
Seller did not consent to the disclosure of the names of its beneficial owners in this announcement.
2. RATIONALE FOR THE ACQUISITION
The Acquisition represents a strategically compelling opportunity for Spear to expand its Northern
Suburbs commercial office portfolio through the acquisition of three premium-grade assets occupied by
high-quality blue-chip tenants. The Acquisition has not been factored into Spear's FY 2027 guidance
range, as provided to the market on Monday, 18 May 2026, but will be immediately earnings-enhancing
from implementation and will further strengthen the defensive characteristics of Spear's income profile
through exposure to a scarce and highly sought-after office precinct. The Acquisition reinforces Spear's
established position within the Tygervalley market, where Spear has demonstrated longstanding
investment and operational capability, while advancing its Western Cape-focused investment strategy
through the acquisition of a high-quality commercial assets supported by strong underlying real estate
fundamentals.
The portfolio is situated within the established Tygervalley office node in the Northern Suburbs of Cape
Town, widely regarded as one of the four key office nodes in the greater Cape Town metropolitan. The
node is characterised by consistently low vacancy levels, constrained new supply and sustained occupier
demand for premium-grade office accommodation. Tygervalley continues to benefit from the ongoing
"flight to quality" trend, with occupiers increasingly prioritising institutional-grade buildings that offer energy
resilience, accessibility, parking availability and modern workplace environments capable of supporting
large-scale corporate operations.
According to the SAPOA Office Vacancy Survey for Q1 2026, the Northern Suburbs office market
comprises approximately 547,187 m² of office space, of which approximately 73% comprises P- and AAA-
grade office accommodation. Vacancy rates within these grades of office accomodation remain notably
low, with P-grade vacancies at 0% and AAA-grade vacancies at 1.2%, underscoring the strength of
occupier demand and supporting positive long-term rental growth fundamentals.
Tygervalley has consistently attracted leading occupiers across the financial services, insurance,
technology, consulting and professional services sectors. Demand for high-quality office accommodation
continues to exceed available supply, contributing to resilient rental performance, low tenant churn and
durable long-term income characteristics. Management believes these structural advantages remain
firmly supportive of sustained occupancy and income growth prospects.
Strategically positioned with direct access to the N1 and R300 transport corridors, and located in close
proximity to both Cape Town International Airport and the proposed Cape Winelands Airport, Tygervalley
offers excellent accessibility and operational convenience supported by well-established and densified
residential nodes. The precinct's established retail, lifestyle and public transport infrastructure further
enhances its attractiveness to both occupiers and employees.
The three buildings located on the Property provide modern office environments, curated tenant amenities
and operational infrastructure designed to support long-term occupier requirements without disruption or
capacity constraints. The three buildings comprise approximately 28,500 m² of gross lettable area across
institutional-quality P and AAA grade office buildings, let to the blue-chip tenant Santam, Glacier Financial
Holdings and the broader Sanlam Group, providing a strong underlying covenant profile and stable
income stream.
The Acquisition is aligned with Spear's strategy of acquiring high-quality, well-located commercial assets
within the Western Cape that deliver sustainable and defensive income growth. Management views the
transaction as a strategically attractive addition to the Spear portfolio, enhancing earnings quality,
strengthening defensive income streams and deepening exposure to a high-performing commercial node
with compelling long-term growth prospects.
3. PURCHASE CONSIDERATION
The Purchase Consideration is an amount of R960 000 000 and is inclusive of value-added tax at a rate
of 0%. The Purchase Consideration shall be secured by Spear furnishing a bank guarantee to the
conveyancer and settled by Spear on the date of registration of transfer of ownership of the Property into
its name ("Transfer Date").
4. CONDITION PRECEDENT
The Acquisition is subject to the condition precedent ("Condition Precedent") that, by not later than
31 August 2026 ("Fulfilment Date"), the Acquisition is approved by the applicable competition authorities
in terms of the Competition Act, No. 89 of 1998, either unconditionally, or in the event of a conditional
approval, on terms acceptable to the relevant parties.
The Fulfilment Date may be extended by a further 20 business days, by either party delivering written
notice of such extended period on or before the Fulfilment Date, or by such additional period/s as the
parties may agree in writing.
5. EFFECTIVE DATE OF THE ACQUISITION
The effective date of the Acquisition will be the Transfer Date, which date shall be as soon as reasonably
possible after the date on which the Condition Precedent is fulfilled, and which is anticipated to be on or
about 1 November 2026.
6. WARRANTIES IN TERMS OF THE AGREEMENT
The Agreement contains representations, warranties and indemnities by the Seller, in favour of Spear,
which are standard for a transaction of this nature. Subject thereto, the Rental Enterprise and Property
are sold "voetstoots".
7. THE PROPERTY
Details of the Property are as follows:
Property name and address 1 Sportica Crescent, Tygervalley, Western Cape
Geographical location Tygervalley, Cape Town
Sector Commercial
Gross Lettable Area (m2) 28,488
Weighted Average Gross Rental / m2 R272.53
Further details regarding the Property, as at the expected Transfer Date, are set out below:
Initial Purchase Yield Attributable to 9.67%
Shareholders
Weighted Average Escalation 6.50%
Weighted Average Lease Duration (years) 2.40
Vacancy % by Gross Lettable Area 0%
Notes:
a) In addition to the Purchase Consideration, Spear's transaction costs associated with the Acquisition
are estimated at R1 500 000.00.
b) No Agents' commission is payable in respect of the Acquisition.
c) The Purchase Consideration payable in respect of the Rental Enterprise (which includes the
Property) is considered to be its fair market value, as determined by the directors of Spear. The
directors of Spear are not independent and are not registered as professional valuers or as
professional associate valuers in terms of the Property Valuers Profession Act, No. 47 of 2000.
8. FORECAST FINANCIAL INFORMATION OF THE ACQUISITION
The forecast financial information relating to the Acquisition for the four-month period ending
28 February 2027 and the 12-month period ending 28 February 2028 are set out below. The forecast
financial information has not been reviewed or reported on by a reporting accountant in terms of the JSE
Listings Requirements and is the responsibility of Spear's directors.
Forecast for the four -month Forecast for the 12-month
period commencing period ending
1 November 2026 and 28 February 2028 (R)
ending 28 February 2027 (R)
Rental income 39,638,768 132,881,614
Straight-line rental accrual 2,053,545 3,239,882
Gross income 41,692,312 136,121,496
Property expenses (9,975,360) (31,370,473)
Net property income 31,716,952 104,751,023
Administrative expenses (634,220) (2,126,106)
Operating profit 31,082,732 102,624,917
Finance cost (12,734,912) (38,218,148)
Profit before taxation 18,347,820 64,406,769
Taxation - -
Profit after taxation 18,347,820 64,406,769
Adjusted For:
Straight-line rental accrual (2,053,545) (3,239,882)
Distributable profit 16,294,275 61,166,887
Contracted rental income % 71.96% 71.96%
Near Contracted rental income % 28.04% 0%
Uncontracted rental income % 0% 28.04%
Notes:
a) Rental Income includes gross rentals and other recoveries but excludes any adjustment applicable
to the straight-line rental income accrual of leases.
b) Property expenses include all utility and council charges applicable to the Property.
c) The forecast information for the four-month period ended 28 February 2027 has been calculated
from the anticipated Transfer Date, being on or about 1 November 2026.
d) The Acquisition will be debt funded on a 50% loan to value (LTV) ratio and the remaining portion of
the Purchase Consideration will be funded from available cash resources.
9. CLASSIFICATION OF THE ACQUISITION
The Acquisition constitutes a category 2 transaction in terms of the JSE Listings Requirements as the
value exceeds 10% but is less than 30% of the Company's market capitalisation as at the Signature Date.
10. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the Company's cautionary announcement released on SENS on
19 May 2026.
Shareholders are hereby advised that as the particulars of the Acquisition have now been announced,
caution is no longer required to be exercised by shareholders when dealing in the Company's securities.
Cape Town
21 May 2026
Sponsor and Transaction Advisor Legal Advisor to Spear
PSG Capital Cliffe Dekker Hofmeyr
Financial Advisor to the Seller Legal Advisor to the Seller
Investec Bank Limited Bernadt Vukic Potash & Getz
Date: 21-05-2026 03:30:00
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