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Disposal of Killarney Mall
OCTODEC INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
JSE share code: OCT
JSE alpha code: OCTI
ISIN: ZAE000192258
LEI: 3789I36JI0BKTUSZ8813
(Approved as a REIT by the JSE)
("Octodec" or "the Company")
DISPOSAL OF KILLARNEY MALL
1. Introduction
1.1 Shareholders and noteholders are advised that on 24 February 2026 ("Signature Date"), the Company
entered into a sale of shares and claims agreement ("Sale Agreement") with AJPG Property 1
Proprietary Limited, ("Purchaser"), in terms of which the Company will dispose of 100% of the shares
and claims ("Sale Equity") in its wholly-owned subsidiary, Killarney Mall Properties Proprietary
Limited ("Killarney Mall Properties"), for a consideration of R397 500 000.00 ("Disposal
Consideration"), as adjusted in accordance with paragraph 3 below ("Disposal").
1.2 Killarney Mall Properties is the owner of the immovable property comprising:
1.2.1 Erf 669 Killarney Township measuring 3,3396 hectares;
1.2.2 Erf 673 Killarney Township measuring 2,1236 hectares;
1.2.3 Erf 364 Killarney Township measuring 495 square metres;
1.2.4 Erf 365 Killarney Township measuring 495 square metres;
1.2.5 Erf 366 Killarney Township measuring 495 square metres;
1.2.6 Erf 392 Killarney Township measuring 496 square metres;
1.2.7 Erf 393 Killarney Township measuring 495 square metres; and
1.2.8 Erf 394 Killarney Township measuring 495 square metres,
all held by deed of transfer T64331/2001, and all buildings and improvements thereon which erven are
notarially tied to each other in terms of notarial tie agreement K386/2017S, and situated at 60 Riviera
Road, Killarney Township, Johannesburg 2193, commonly known as the Killarney Mall.
Killarney Mall is an established shopping centre which has been operating for over 45 years. The retail
and office spaces at Killarney Mall cater for a wide variety of shoppers and clients, offering easy access
off the M1 highway, secure parking and 24-hour security.
2. Rationale and use of proceeds
The Disposal is in line with the Company's broader capital-allocation strategy as advised to the market
previously. Killarney Mall has been strategically identified as an asset to recycle, as management believes
greater value can be unlocked by divesting from this non-core property and redirecting capital into opportunities
as per the Company's revised strategy reported in FY2025. The proceeds will be allocated towards the reduction
in debt and deployment towards future projects.
3. Terms of the Disposal
3.1 The Disposal is subject to the fulfilment or, where legally permissible, waiver of the following
outstanding conditions precedent, namely that:
3.1.1 by not later than 60 days after the Signature Date, the Purchaser is satisfied with the outcome
of its due diligence investigation;
3.1.2 by not later than 45 days after the fulfilment or waiver (as the case may be) of the condition
precedent contemplated in paragraph 3.1.1 above, the Purchaser has furnished the Company's
conveyancer with an unconditional and irrevocable banker's guarantee from a recognised
major bank in South Africa for the payment of the Disposal Consideration to the Company on
behalf of the Purchaser against registration of any new security in favour of the Purchaser's
lenders;
3.1.3 by not later than 30 days after the fulfilment or waiver (as the case may be) of the condition
precedent contemplated in paragraph 3.1.2 above, Nedbank Limited ("Nedbank") has, to the
extent required, provided such consents or releases as may be required to enable the
cancellation of the existing mortgage and registration of any new security, and to the extent
necessary, the release of (i) the sale claims from any existing encumbrance in favour of
Nedbank and (ii) the Company from any suretyship in favour of Nedbank; and
3.1.4 by not later than 90 days after the filing with the Competition Authorities, the Disposal is
approved by the 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
Company and the Purchaser in accordance with the relevant clause of the Sale Agreement.
3.2 This Disposal Consideration will be settled in cash on the last day of the month in which the last of the
conditions precedent is fulfilled or waived in writing ("Effective Date").
3.3 An adjustment account in respect of income, expenses and working capital of Killarney Mall Properties
as at close of business on the Effective Date will be prepared to determine the proportionate net debits
and credits attributable to each of the Company and the Purchaser. If the working capital is a positive
value, the Disposal Consideration will be adjusted upwards and the Purchaser will pay the relevant
amount to the Company or, if it is a negative value, the Disposal Consideration will be adjusted
downwards and the Company will pay the relevant amount to the Purchaser. The adjustment amount
will be payable in cash by the relevant party within 35 business days after receipt by the Purchaser of
the adjustment account, unless disputed, in which event it will be payable within 5 business days of
resolution or final determination.
3.4 Should any payment under or arising from the Sale Agreement fail to be made on the due date thereof
then such overdue amounts will bear interest at 2 percentage points above the Prime Rate, from the due
date for payment to the date of actual payment, both dates inclusive.
3.5 Between the Signature Date and the day immediately prior to the Effective Date, the Company will be
entitled to procure that Killarney Mall Properties declares and pays to the Company the permitted
distributions as contemplated in the Sale Agreement.
3.6 The benefit and risk relating to the Sale Equity shall pass to the Purchaser on the Effective Date, and
ownership of the Sale Equity shall pass to the Purchaser on the Effective Date.
3.7 Unless otherwise agreed in writing, the Company and Purchaser shall bear their own costs and expenses
relating to the negotiation, preparation, execution, and lodgement of any documents referred to in the
Sale Agreement, including any fees payable to their respective conveyancers and lenders. No finder's
fee, brokerage, commission (except for any commission payable to the property manager of Killarney
Mall Properties in terms of the asset and property management agreement or similar compensation is
payable in respect of the Disposal. The Purchaser and the Company have agreed to cover the merger
filing fee equally.
3.8 The Sale Agreement in respect of the Disposal includes undertakings, warranties and indemnities that
are standard for a transaction of this nature.
3.9 Consent for the disclosure of beneficial ownership of the Purchasers has been denied by the beneficial
owners of the Purchaser.
4. Property information
4.1 The details of Killarney Mall are set out in the table below.
Property name Killarney Mall
Sector Retail and office
Rentable area by sector Retail of 36 225m2 and office of 11 245m2
Weighted average rental per m2 per month R155.20
Effective date of the valuation 31 August 2025
Valuation R407 600 000
Valuation framework applied Capitalisation of income
4.2 The directors of Octodec are satisfied that the Disposal Consideration receivable in respect of the
Killarney Mall Properties is considered to be fair market value. The directors of Octodec are not
registered as professional valuers.
5. Financial information
The value of the net liabilities and the profits attributable to the net liabilities of Killarney Mall Properties are
R(38 581 619) and R16 614 735, respectively ("Financial Information"). The Financial Information has been
extracted from Octodec's audited annual financial statements for the year ended 31 August 2025, which were
prepared in terms of International Financial Reporting Standards. The Financial Information is the responsibility
of the directors of Octodec and has not been reviewed or reported on by the Company's auditors.
6. Categorisation
The Disposal constitutes a category 2 transaction in terms of the JSE Listings Requirements and does not require
shareholder approval.
24 February 2026
Sponsor
Java Capital
Debt sponsor
Nedbank Corporate and Investment Banking,
a division of Nedbank Limited
Legal Advisor: Cliffe Dekker Hofmeyr Inc
Date: 24-02-2026 11:30:00
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