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HCI:  13,808   +625 (+4.74%)  04/12/2025 11:49

HOSKEN CONSOLIDATED INVESTMENTS LIMITED - Disposal of the Rental Enterprise Trading as the Point Centre

Release Date: 04/12/2025 11:10
Code(s): HCI     PDF:  
Wrap Text
Disposal of the Rental Enterprise Trading as the Point Centre

Hosken Consolidated Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
("HCI" or the "Company")

DISPOSAL OF THE RENTAL ENTERPRISE TRADING AS THE POINT CENTRE

1.   INTRODUCTION

     Shareholders are hereby advised that, on 3 December 2025, the Company's subsidiary, Permasolve
     Investments Proprietary Limited ("Permasolve") entered into an agreement of sale (the "Agreement") in
     terms of which, inter alia, Permasolve has agreed to dispose of the rental enterprise conducted by it at erf
     1141 Sea Point West in the City of Cape Town, Cape Division, Province of the Western Cape, trading as
     The Point Centre ("Property"), to Future Indefinite Investments 180 (Pty) Ltd ("the Purchaser") whose
     sole beneficial owner is Steven Gottschalk, for a purchase consideration of R943,000,000 (inclusive of
     VAT at 0%) ("Disposal Consideration") (collectively, the "Transaction").

2.   DESCRIPTION OF THE BUSINESS OF PERMASOLVE

     HCI currently owns 70.59% of the issued shares of Permasolve.

     Permasolve currently owns the Property. The Property is a premium shopping centre located in Sea Point,
     Cape Town, which tenants include commercial and retail businesses. The rental enterprise disposed of
     includes the property, all improvements thereon, the leases concluded with tenants and fixtures and fittings
     owned by Permasolve (collectively, the "Rental Enterprise").

3.   RATIONALE FOR THE TRANSACTION

     HCI previously communicated its intention to dispose of certain of its real estate assets, the Property being
     one such real estate asset it intended to dispose of. The Transaction achieves a substantial return on the
     investment made by HCI, and will generate significant cash flow to allow HCI to, inter alia, reduce group
     debt.

4.   DISPOSAL CONSIDERATION AND APPLICATION THEREOF

     The Disposal Consideration is the amount of R943,000,000 (inclusive of VAT at 0%) , which is anticipated
     to primarily be utilised to settle portions of HCI's group debt and preference share funding obligations
     owing, subsequent to the settlement by Permasolve of its borrowings and tax obligations.

5.   EFFECTIVE DATE

     The effective date of the Acquisition will be the date of registration of transfer of the Property into the
     name of the Purchaser, which is expected to occur in the second quarter of 2026.

6.   CONDITIONS PRECEDENT

     The Transaction is subject to the fulfilment (or waiver) of the following conditions precedent, by no later
     than:

     6.1.     20 January 2026, Permasolve confirms in writing that its funder(s) have approved the sale of the
              Property and agreed to release Permasolve from all existing security and/or encumbrances created
              in its favour under and/or in connection with the Property;
     6.2.     5 business days following fulfilment (or waiver) of the condition precedent in 6.1, the Purchaser
              providing a guarantee in an amount of R943,000,000.00; and
     6.3.     30 June 2026, the competition authorities have approved the Transaction, with or without such
              conditions to be imposed on and approved by the parties affected by such conditions.

7.   OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     In addition to the Disposal Consideration, should registration of transfer not have been registered by 30
     September 2026 and such delay is predominantly attributable to the Purchaser's (and/or the Purchaser's
     funder's) own acts or omission, then the Purchaser shall become liable to pay the monthly interest to the
     Seller as follows:

     7.1.     R2,553,958.33 per month for each calendar month of October 2026, November 2026 and
              December 2026; and
     7.2.     R5,107,916.67 per month for January 2027 and each subsequent calendar month thereafter, until
              the date on which transfer of the Property is duly effected,

     provided that the maximum interest amount payable in terms of this clause, in aggregate, shall be
     R45,000,000.00. The aforementioned amounts shall be payable by the Purchaser against written demand
     from the Seller.

     The Agreement contains limited warranties, and some undertakings (including interim period
     undertakings), limitation of liability and breach provisions that are standard for a transaction of this nature.

8.   FINANCIAL EFFECTS IN RESPECT OF THE TRANSACTION

     As at 30 September 2025, being the latest available set of unaudited interim results, the value of the net
     assets attributable to the Rental Enterprise was R188,278,735 and the profits after tax attributable to the
     Rental Enterprise for the six months ended 30 September 2025 was R5,474,077.

9.   CATEGORISATION

     The Transaction is a Category 2 transaction for the Company, as contemplated in the Listings
     Requirements of the JSE Limited. Accordingly, no shareholder approval is required.


Cape Town
4 December 2025


Sponsor
Investec Bank Limited


Legal advisor
White and Case Inc.




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Date: 04-12-2025 11:10:00
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