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Disposal of Safari Investments Namibia - Category 2 disposal
SAFARI INVESTMENTS RSA LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2000/015002/06)
Approved as a REIT by the JSE Limited
Share code: SAR
ISIN: ZAE000188280
("Safari" or "the Company")
DISPOSAL OF SAFARI INVESTMENTS NAMIBIA - CATEGORY 2 DISPOSAL
1. INTRODUCTION
Shareholders are advised that on 27 March 2025, the Company entered into a sale of
shares and claims agreement ("Agreement") with Oryx Properties Limited, a public
company listed on the Namibian Stock Exchange ("Purchaser"), in terms of which the
Company will dispose of 100% of its issued share capital and claims in Safari
Investments Namibia Proprietary Limited ("Safari Namibia") for a disposal consideration
of N$ 290 000 000 (Two Hundred and Ninety Million Namibian Dollars) ("Disposal").
2. RATIONALE FOR THE DISPOSAL
The Disposal is in line with the Company's strategy to exit the Namibian market, dispose
of non-core assets and re-invest the proceeds in new development opportunities in line
with its core investment focus areas being retail shopping centres in the rural and
township areas in South Africa.
3. THE BUSINESS OF SAFARI NAMIBIA
Safari Namibia is the owner and manager of the Platz am Meer Shopping Centre, a
waterfront shopping centre in Swakopmund, Namibia.
4. EFFECTIVE DATE OF THE DISPOSAL
The Effective Date of the Disposal will be the first day of the month following the fulfilment
or waiver (as the case may be) of the last of the conditions precedent ("Effective Date")
as set out in paragraph 6 below.
5. CONSIDERATION
5.1. The total disposal consideration of N$ 290 000 000 (Two Hundred and Ninety Million
Namibian Dollars) ("Consideration") is payable in cash on the Effective Date.
5.2. In addition to the Consideration, an agterskot amount ("Agterskot") may become
payable in the event of an agreed target net operating income ("NOI") yield being
achieved by Safari Namibia during the 12 month period following the Effective Date
of the Disposal ("NOI Measurement Period").
5.3. The Agterskot payable by the Purchaser to the Company shall be calculated with
reference to a linear sliding scale with a range between:
5.3.1. N$ 1 000 000 (One Million Namibian Dollars) upon achievement of an NOI of at
least N$ 32 010 000 (Thirty Two Million and Ten Thousand Namibian Dollars)
during the NOI Measurement Period; and
5.3.2. N$ 10 000 000 (Ten Million Namibian Dollars) upon achievement of an NOI of
N$ 33 000 000 (Thirty Three Million Namibian Dollars) or more during the NOI
Measurement Period.
5.4. The Consideration will be used to fund new development opportunities in line with the
Company's core investment focus areas being retail shopping centres in the rural and
township areas in South Africa.
6. CONDITIONS PRECEDENT
6.1 The Disposal is subject to the fulfilment of the following conditions precedent
("Conditions Precedent"):
6.1.1 by no later than 10 days following the signature date of the Agreement:
6.1.1.1 the Company delivers to the Purchaser, a resolution adopted by the board of
directors of the Company authorising and approving the entry into and
consummation of the transactions envisaged in the Agreement; and
6.1.1.2 the Purchaser delivers to the Company, a resolution adopted by the board of
directors of the Purchaser authorising and approving the entry into and
consummation of the transactions envisaged in the Agreement.
6.1.2 by no later than 45 days following the signature date of the Agreement:
6.1.2.1 the Purchaser advises the Company in writing that the Purchaser (acting in its
sole, absolute and unfettered discretion) has completed a satisfactory due
diligence in relation to Safari Namibia, the target properties and business
assets;
6.1.2.2 the security rights holder consents to the implementation of the transaction and
releases Safari Namibia from any security advanced by Safari Namibia to the
security rights holder;
6.1.2.3 an asset management agreement is entered into between Safari Namibia and
the Company and becomes unconditional in accordance with its terms;
6.1.2.4 a property management agreement is entered into between Safari Namibia and
the Company and becomes unconditional in accordance with its terms;
6.1.2.5 an Agterskot guarantee is issued and delivered to the Company;
6.1.2.6 the parties submit the requisite merger notification to the competition authorities
and the parties receive from the competition authorities, within 90 (ninety) days
of the date of submission of the required merger notification, either:
6.1.2.6.1 unconditional approval of the transaction; or
6.1.2.6.2 conditional approval of the transaction subject to conditions that are
accepted by the parties or parties affected thereby in writing within 5 (five)
business days of receipt of such approval.
6.1.3 by no later than 90 days following the fulfilment of the Conditions Precedent set
out above:
6.1.3.1 the Purchaser successfully secures funding in an amount equal to the
Consideration and transaction related costs (or such lesser amount as the
Purchaser may in its discretion determined) from a financial institution(s) of its
choice and on terms and conditions acceptable to the Purchaser; and
6.1.3.2 the Effective Date occurs by no later than 1 September 2025.
6.2 The Conditions Precedent can be extended and waived in the manner set out in the
Agreement, save for the Condition Precedent in paragraph 6.1.2.6, which is incapable
of being waived.
7. SIGNIFICANT TERMS OF THE AGREEMENT
7.1. The Company shall be appointed as Safari Namibia's property and asset manager
for the NOI Measurement Period.
7.2. The Agreement further contains warranties and indemnities that are customary for
transactions of this nature.
8. DETAILS OF SAFARI NAMIBIA'S PROPERTY PORTFOLIO
Safari Namibia owns the Platz am Meer Shopping Centre, the details of which are set
out below:
Property Location Sector Gross Weighted Fair value
Name Lettable Average attributable to
Area (m²) Gross Property (m²)
per sector Rental (m²)
Platz am Meer Swakopmund, Retail 21 418 R127.88 R303 000 000
Shopping Namibia (Three Hundred
Centre and Three Million
Rand)
Notes:
1. No additional property related expenditure has been incurred by the Company in
connection with the Disposal.
2. The effective date of the valuation was 31 December 2024.
3. The property was valued by Quadrant Valuers, who are registered as professional
valuers in terms of the Property Valuers Profession Act, No. 47 of 2000 and are
independent valuers as such term is contemplated in the JSE Listings
Requirements.
9. FINANCIAL INFORMATION
In terms of the latest audited annual financial statements of Safari Namibia, for the 15
months ended 30 June 2024, the net asset value of Safari Namibia amounted to –
N$ 225 033 721 while the attributable profit after taxation of Safari Namibia amounted
to N$ 25 280 558 for the 15 months ended 30 June 2024.
10. CLASSIFICATION OF THE DISPOSAL
The Disposal constitutes a category 2 transaction in terms of the JSE Listing
Requirements.
Pretoria
28 March 2025
Sponsor
Valeo Capital (Pty) Ltd
Date: 28-03-2025 12:18:00
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