| Fri 17 Feb 2023, 15:01 | | ACSION LIMITED - Construction Contract Constituting a Small Related Party Transaction |
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Construction Contract Constituting a Small Related Party Transaction
ACSION LIMITED
Incorporated in the Republic of South Africa
(Registration number 2014/182931/06)
Share code: ACS ISIN: ZAE000198289
(“Acsion” or “the Company” or “the Group”)
CONSTRUCTION CONTRACT CONSTITUTING A SMALL RELATED PARTY TRANSACTION
1. Introduction
Shareholders are advised that on 16 February 2023, Nabuvax Proprietary Limited (“Nabuvax”), a
wholly owned subsidiary of Acsion and the owner of the Mall@55, concluded a construction contract
with K. Anastasi Projects Proprietary Limited (“KAP”) appointing KAP as its principal contractor to
build an extension of approximately 9,571m2 to the Mall@55 for a cash amount of R99 575 515,
inclusive of a contingency allowance, as set out in paragraph 3.1 below (“Construction Contract”).
KAP, which trades in the construction sector, is beneficially owned by the chief executive officer of
Acsion, Mr Kiriakos Anastasiadis, and his family through a trust structure and therefore the
Construction Contract is deemed a small related party transaction in terms of the Listings
Requirements of the JSE Limited (“JSE”).
2. Rationale
Mall@55 is a convenience shopping centre located in Monavoni, Gauteng with direct access from the
R55 which connects Sandton and Pretoria. Anchored by seven national retailers, Mall@55 provides a
convenience retail offering including groceries, homeware and lifestyle, a medical centre, gym and
other services.
The expansion of Mall@55 aligns with the Group’s long-term strategic objective of delivering Net
Asset Value through the execution of its long-term expansion and development plans.
KAP was appointed as principal contractor on the basis of a market related price for the works, its
long-standing reputation in the construction industry and track record of successfully executing
projects of a similar size and nature.
Pursuant to the Construction Contract, as principal contractor on the project KAP will be responsible
for planning, leading and executing the general building works as well as overseeing and managing
other direct contractors/subcontractors of the project.
3. Construction Contract
3.1 Contract Value and settlement
The value of the Construction Contract, of R99 575 515, including the contingency allowance
(“Contract Value”), will be settled by way of cash payments by Nabuvax of such amounts as
certified in the monthly interim payment certificates issued by the professional quantity
surveying firm which has been appointed as the principal agent in terms of the Construction
Contract, within 14 calendar days of the date of presentation thereof.
3.2 Fairness Opinion
In terms of paragraph 10.7 of the Listings Requirements, the Construction Contract is deemed
a small related party transaction and accordingly, the board of directors of the Company
(“Board”) is required to provide the JSE with written confirmation prepared in accordance with
Schedule 5 thereof (“Fairness Opinion”), obtained from an independent professional expert
acceptable to the JSE, confirming that the terms of the Construction Contract are fair insofar as
shareholders are concerned.
In compliance with paragraph 10.7(b) of the Listings Requirements, Merchantec Proprietary
Limited has been appointed as the independent professional expert to provide it with the
Fairness Opinion.
As the JSE may, in accordance with Schedule 5, waive the requirement for a valuation in
relation to related party agreements (other than disposals and acquisitions) on the basis that
the subject matter of such agreement cannot be valued, the independent professional expert
will discuss the basis of the Fairness Opinion with the JSE to determine whether a valuation is
indeed required.
The Fairness Opinion will be submitted to the JSE for review, whereafter it will lie for inspection
at Acsion’s registered office, Anaprop Offices, Mall@Reds Cnr Hendrik Verwoerd Drive and
Rooihuiskraal Drive, Centurion, 0157, and will be made available on request from the Company
Secretary by emailing michael@mwrk.co.za, for a period of 28 days from the date of issue.
Shareholders will be kept informed in this regard.
Johannesburg
17 February 2023
Sponsor
Merchantec Capital
Date: 17-02-2023 03:01:00
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