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Transaction whereby CMH Management (Proprietary) Limited, a subsidiary of CMH, will acquire certain rental enterprises from related directors of CMH, for a total cash consideration of R745 000 000, being a Category 2 related party transaction
Combined Motor Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1965/000270/06)
Share code: CMH ISIN: ZAE000088050
("CMH" or "the Company" or "the CMH Group")
Main Board: General Segment
TRANSACTION WHEREBY CMH MANAGEMENT (PROPRIETARY) LIMITED ("CMH
MANAGEMENT"), A SUBSIDIARY OF CMH, WILL ACQUIRE CERTAIN RENTAL ENTERPRISES
FROM RELATED DIRECTORS OF CMH, FOR A TOTAL CASH PURCHASE CONSIDERATION OF
R745 000 000, SUCH TRANSACTION BEING A CATEGORY 2, RELATED PARTY TRANSACTION
IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE ("JSE")
1. Introduction
Further to the cautionary announcements issued by the Company, the most recent of which was
dated 2 July 2026, CMH shareholders are advised that on Monday, 17 August 2026 ("Signature
Date") CMH Management (the "Purchaser"), concluded an agreement (the "Agreement") to
purchase various rental enterprises and related properties which are presently leased by the CMH
Group on an arm's-length basis ("Rental Enterprises"). The Rental Enterprises will be purchased
for the cash purchase consideration of R745 000 000 (the "Purchase Consideration") from BWJ
Barritt, SK Jackson and JD McIntosh (the "Related Directors") and all associated entities which
are owned or controlled directly or indirectly by their respective family trusts (the "Sellers")
(the "Transaction").
2. Classification of the Transaction
The Transaction constitutes a Category 2 Related Party transaction in terms of the Listings
Requirements of the JSE due to the size of the Purchase Consideration and the involvement of
the Related Parties and accordingly requires the approval in general meeting of CMH
shareholders.
3. Rationale for the Transaction
The CMH Group currently holds and has consistently held over several years cash and near-cash
reserves that exceed its present and reasonably foreseeable operational requirements. The
directors of CMH ("the Board") have considered various options for the utilisation of this surplus
cash, one of which was the voluntary pro rata share buyback concluded in December 2025 which,
although under-subscribed, returned R192 000 000 to CMH shareholders. The buyback, if fully
subscribed, would have returned R400 000 000 to CMH shareholders. Consequently, the CMH
Group still holds cash that is surplus to its needs.
The Sellers are desirous of selling and CMH Management is desirous of buying the properties.
Given that the Sellers are related parties and wish to sell the Rental Enterprises, CMH was given
the right of first refusal to acquire them.
The acquisition of the Rental Enterprises would result in the properties being recognised on CMH
Group's balance sheet. Based on current interest rates, the impact on earnings will be favourable
and rentals would no longer be payable. Interest earned will reduce and interest payable will
increase as existing resources are deployed to part-fund the acquisition, and the cost of
borrowing the balance is recognised. Given that the properties are currently leased on a triple-net
basis, no additional operating costs are anticipated. CMH Group's balance sheet has the capacity
to support the envisaged borrowings, as detailed in paragraph 4.1 below, and it is expected that
the repayment of the borrowings will be made in full within four years. Ownership will give the
CMH Group control over strategic locations and the flexibility to manoeuvre should operational
changes be required.
4. Salient terms of the Transaction
In terms of the Transaction, thirteen distinct Rental Enterprises, which each comprise one or more
distinct properties, will all be purchased as one indivisible transaction by the Purchaser from the Sellers.
4.1 Funding and effective date
The Purchase Consideration will be funded as follows:
- The Purchaser will obtain a bank loan ("Bank Loan") in the sum of approximately
R350 000 000, being 47% of the Purchase Consideration within 45 business days from
Signature Date. In this regard the Directors confirm that an acceptable funding proposal
has been received from the Transaction Advisor, being a senior term loan facility of
R350 000 000. The proposed facility is to be provided at commercial interest rates, and with an
indicative repayment period of four years; and
- the balance of the Purchase Consideration will be payable using CMH's existing cash
reserves.
For practical purposes, a component cost value will be allocated to each property comprising
the Rental Enterprises. It is expected that the properties comprising each of the Rental
Enterprises will be transferred to the Purchaser as and when the required municipal, South
African Revenue Services and Deeds Office requirements are met for each transfer.
Consequently, the Transaction will become effective when the various properties comprising
each of the thirteen Rental Enterprises, as identified in paragraph 5 below, are transferred in
the relevant Deeds Office. Transfer of the properties will be effected as soon as reasonably
possible after the last of the conditions precedent, referred to in paragraph 4.2 below, is
fulfilled.
4.2 Conditions Precedent
As at the date of this announcement, implementation of the Transaction remains subject to
the following outstanding conditions precedent as recorded in the Agreement:
4.2.1 the required resolutions of CMH shareholders (excluding the votes of the Related
Directors) being approved at a general meeting to be convened in due course as
referred to in paragraph 9 below;
4.2.2 the Purchaser obtaining the Bank Loan, as described in paragraph 4.1 above; and
4.2.3 the Transaction being unconditionally approved by the Competition Authorities in terms
of the Competition Act or conditionally approved on terms and conditions acceptable to
the Sellers and Purchaser.
None of the above Conditions Precedent may be waived by the Sellers or Purchaser.
4.3 Warranties and indemnities which are standard in an agreement of this nature are contained
in the Agreement.
5. The Rental Enterprises
Sellers Rentable Weighted Purchase
area by average Consideration
sector rental (VAT at 0%)
(m2) (R per m2) (R'000)
Rental Mount Edgecombe Property 5 138 172.61 75 000
Enterprise 1 Partnership
- JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust
Rental Mount Edgecombe Property 7 411 154.43 90 000
Enterprise 2 Partnership
- JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
Rental The Gateway Property Partnership 5 663 140.90 72 000
Enterprise 3 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority partners*
Rental The Gateway Property Partnership 10 540 56.54 57 000
Enterprise 4 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust
Rental Buoyant (Pty) Ltd 8 492 114.82 82 000
Enterprise 5 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust
Rental 6 Prospecton Road (Pty) Ltd 6 294 88.00 47 000
Enterprise 6 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust
Rental Kempton Park Property Partnership 3 755 65.00 36 000
Enterprise 7** - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust, and the minority
partners*
- BWJ Barritt - on behalf of the Bruce
Barritt Family Trust
Rental Boksburg Property Partnership 4 585 150.65 65 000
Enterprise 8 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
Rental Fernrand Properties (Pty) Ltd 4 545 113.97 49 000
Enterprise 9 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust
Rental Menlyn Property Partnership 7 653 115.44 85 000
Enterprise 10 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
Rental Bostru Property Partnership 4 487 78.01 15 000
Enterprise 11 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
Rental Pretoria Property Partnership 3 404 103.47 30 000
Enterprise 12 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
Rental Hatfield Property Partnership 3 925 138.70 42 000
Enterprise 13 - JD McIntosh - on behalf of The Jebb
McIntosh Children Trust
- SK Jackson - on behalf of The SKJ
Family Trust and the minority
partners*
745 000
* The minority partners are not Related Directors. The minority partners have disposed of portions of their partnership
interests to the other partners and now each hold only a 0.1% interest in the relevant partnerships, with their entitlement to
profits capped at R100. The minority partners have no claim to any income, capital, or other benefit beyond their limited
R100 profit share. Each minority partner has irrevocably authorised SK Jackson to sign all documents necessary to give
effect to any sale of property owned by the relevant partnership.
** Additionally, Rental Enterprise 7 includes 430 bays at a monthly rental of R300 per bay.
Rental Enterprises 1- 6 are located in KwaZulu-Natal and 7-13 in Gauteng.
6. Financial Information
The properties were independently valued at R780 000 000 as at April 2026 ("Valuation Date"), by
the personnel of Spectrum Valuations and Asset Solutions (Pty) Limited. Each valuation has been
signed off by a Professional Valuer, and by the chief executive officer, Patrick O'Connell, FIVSA,
MRICS, Professional Valuer/Chartered Surveyor.
During the 12 months preceding the Valuation Date the properties generated gross rental income
of approximately R87 000 000. The CMH tenants and the other tenants were responsible for
rates, insurance and repair expenses.
7. Independent Board
7.1 CMH constituted an Independent Board comprising JS Dixon, ME Jones and RT Komane to
consider the terms and conditions of the Transaction and to advise the Board regarding its
approval.
7.2 The following actions and corporate governance processes were followed by the Independent
Board in reaching its decision:
7.2.1 the appointment of an independent specialist property valuer with the relevant
experience in retail property;
7.2.2 the consideration of the valuation report in respect of each property and the aggregate
valuation of the properties in the sum of R780 000 000;
7.2.3 evaluation of the valuer's inputs and assumptions utilised in the valuation model, and
resolution by the valuer of the queries raised;
7.2.4 discussion of the valuation with both the Related Directors and the other executive
Directors, and resolution by the valuer of queries raised; and
7.2.5 consideration of the negotiated agreement by the Related Directors and other executive
Directors that the sum of R745 000 000, being the Purchase Consideration, represents
a fair market-related price for the properties. This value represents a discount of 4.5%
off the aggregate valuation as confirmed by the valuer.
On the basis of the above, the Independent Board satisfied itself that, notwithstanding the related
party nature of the Transaction, the Related Directors being executive directors of CMH having a
direct or indirect interest in the Sellers of the properties, the Purchase Consideration was
negotiated and agreed on terms consistent with those that would reasonably be expected to apply
in an arm's length transaction between willing buyers and willing sellers as informed parties.
As such, the Independent Board has unanimously concluded that the terms and conditions of the
Transaction as contained in the Agreement are fair to CMH shareholders.
8. The Board
The Board of CMH, excluding the Related Directors, having regard to the rationale for the
Transaction, outlined in paragraph 3 above, the corporate governance processes undertaken
and the recommendation of the Independent Board, unanimously resolved that the Transaction is
in the best interests of the CMH Group and CMH shareholders and approved the execution of
the Agreement, which was signed on 17 August 2026.
The Board accordingly recommends that CMH shareholders vote in favour of the Transaction at
the general meeting to be convened in terms of the Circular referred to in paragraph 9 below.
9. Circular and notice of general meeting
The information contained in this announcement should be read in conjunction with the circular to
CMH shareholders, which will provide the full terms and conditions of the proposed Transaction
and effects thereof and will incorporate a notice convening a general meeting of CMH
shareholders in order to consider and, if deemed fit, adopt, with or without modification, the
resolutions necessary to approve the Transaction as will be set out therein (the "Circular").
The salient dates and times pertaining to the Transaction, including the date of the posting of the
Circular to CMH shareholders, will be announced on SENS as soon as practically possible.
10. Withdrawal of Cautionary
Pursuant to the release of this announcement, CMH shareholders are no longer required to
exercise caution in this regard when dealing in CMH shares.
19 August 2026
Sponsor and Corporate Advisor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Attorneys and Conveyancers Transaction Advisor
Shepstone & Wylie Attorneys Rand Merchant Bank (a division of
FirstRand Bank Limited)
Date: 19/08/2026 07:00:00
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