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Category 2 acquisition of a portfolio of properties, results of a private placement and withdrawal of cautionary announcement
DIPULA PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
Share Code: DIB
ISIN: ZAE000203394
Approved as a REIT by the JSE
(“Dipula” or “the Company”)
ANNOUNCEMENT REGARDING:
- A CATEGORY 2 ACQUISITION OF A PORTFOLIO OF PROPERTIES AND RELATED
RENTAL ENTERPRISES FROM MOOLMAN GROUP AND THEIR CO-INVESTORS;
- RESULTS OF A PRIVATE PLACEMENT; AND
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. Dipula shareholders (“Shareholders”) are advised that today the Company and its wholly-
owned subsidiaries, Luxanio Trading 181 Proprietary Limited (Registration
No. 2017/392171/07) ("Luxanio") and Mergence Africa Property Fund Proprietary Limited
(Registration No. 2006/016706/07) ("MAPF") (Luxanio and MAPF, each a “Dipula Subco”),
entered into a transaction framework agreement (“Framework Agreement”) with various
sellers, being entities within the group of companies of which Moolman Group Property
Management Proprietary Limited (Registration No. 2007/001540/07) is the holding company
(“Moolman Group”) and their various co-investors, the further details of which are set out in
Annexure A to this announcement (“Sellers”).
1.2. Contemporaneously with the conclusion of the Framework Agreement, the Company and the
Dipula Subcos entered into separate sale agreements with the applicable Sellers, (“Sale
Agreements”). The Framework Agreement and the Sale Agreements are collectively referred
to as the “Transaction Agreements”.
1.3. Pursuant to the Framework Agreement, read with the Sale Agreements in respect of the
individual properties, the Company will, through the Dipula Subcos acquire a portfolio of
properties, directly and indirectly, from the Sellers, the details of which are set out below
(“Property Portfolio”) together with the rental enterprises conducted at the properties
comprising the Property Portfolio (each, a “Rental Enterprise”) from the Sellers, as going
concerns, for an aggregate purchase consideration of R2,042,559,710 (“Purchase
Consideration”) (“Acquisition”). The Acquisition will also include the acquisition of rights
and entitlements under a notarial long-term lease agreement in respect of the Polokwane
Checkers Centre including tenant leases (“Polokwane Checkers Centre Sale Agreement”).
1.4. The Sellers are beneficially owned by third parties, none of whom are related parties of the
Company. The Sellers did not consent to the disclosure of the names of its beneficial owners
in this announcement.
2. RATIONALE FOR THE ACQUISITION
2.1. The Company has pursued the Acquisition given the Property Portfolio's retail sector focus
across four provinces, in line with the Company’s focus on the retail sector. The transaction
further enhances geographic location diversification across South Africa.
2.2. The Property Portfolio comprises nine properties with a combined gross lettable area of
89 168sqm, let to a tenant base anchored by strong, well-established tenants including
Checkers, Shoprite, Game, Cashbuild and Makro. The Acquisition is immediately earning
accretive on day one.
2.3. The Acquisition aligns with Dipula’s strategic objective of expanding its portfolio through the
addition of well located, quality convenience, township, and rural retail assets. It supports the
Company’s commitment to uplifting communities by providing accessible, everyday shopping
experiences and supplements the acquisitions made by the Company over the last 12 months
of Protea Gardens Mall, Gezina Walk, Bayer Klerksdorp and Airborne Business Park, as
announced. In addition, the Company has acquired Birch Acres Square in Tembisa for
R145.4 million – it has a gross lettable area of 6.203 m2, weighted average rental of R161/m 2
and net income of R13.2 million. The acquisition of Birch Acres Square was an uncategorised
transaction in terms of the JSE Listings Requirements.
3. PROPERTY SPECIFIC INFORMATION
Property Geographical location Sector Gross Weighted Net
Name Lettable Average income
Area (m2) Gross (R’m)
Rental /
m2 (R/m2)
Checkers
Centre Erf 5788 Pietersburg Retail 9,790 m2 R192/m2 R17.3m
Polokwane township
Registration Division LS,
Limpopo Province,
measuring 2,2841 (Two,
Two Eight Four One)
hectares
Held by Certificate of
Consolidated Title
T51545/1980
Situated at 51 Biccard
Street, Polokwane,
Limpopo
The underlying property is
owned by the Polokwane
Local Municipality, and
Luxanio will acquire the
lessee’s rights, title and
interest under registered
notarial lease K154/2022L,
together with the related
rental enterprise.
City Centre
Polokwane Erf 20035, Pietersburg Retail 9,168 m2 R185/m2 R19.5m
Township, Limpopo
Province
Registration Division L.S.,
measuring 11 420 square
metres,
Situated at Corner of Bok
Dahl and Rissik Street,
Polokwane, Limpopo
Game Centre Erf 11894, Vryburg Retail 7,028 m2 R173/m2 R15.3m
Vryburg Township, North West
Province, Registration
Division I.N., measuring
16 978 square metres,
Situated at 87 Stella Street,
Vryburg, North West
Great North Erf 1603, Messina Retail 5,041 m2 R180/m2 R12.4m
Plaza Extension 5 Township,
Limpopo Province
Registration Division M.T.,
measuring 12 664 square
metres
Situated at Corner of
Smelter Avenue and Great
North Road (N1), Musina,
Limpopo
Kaalfontein Erf 1504, Kaalfontein Retail 10,297 m2 R192/ m2 R25.0m
Corner Extension 3 Township
Gauteng Province,
Registration Division I.R.,
measuring 22 545 square
metres
Held by Deed of Transfer
No T99047/2016 in the
name of Banocol (to be
transferred to Eptacor prior
to closing), situated at
Corner of Main & Angelfish
Drive, Kaalfontein,
Midrand, Gauteng
Lephalale Remaining Extent of Erf Retail 50% of R174/m2 R43.4m
Mall (50% 2635, Ellisras, Extension 16 37,864 m2
Undivided Township, Limpopo (18,932 m2)
interest Province, Registration
being Division L.Q., measuring
acquired) 120 363 square metres,
Situated at Corner of
Nelson Mandela Road &
Chris Hani Avenue,
Onverwacht, Lephalale,
Limpopo
Makro Remainder Extent of the Retail 17,049 m2 R108/m2 R27.7m
Bloemfontein Farm Makro 3020,
Bloemfontein Township,
Free State Province,
measuring 69 943 square
metres
Held by Deed of Transfer
No T64/2023 in the name of
Eptosat (to be transferred to
Eptacor prior to closing),
situated at 11 Eland St,
Bloemfontein, Free State
Randsteam Erf 271, Richmond Retail 5,809 m2 R214/m2 R14.2m
Shopping Township, Gauteng
Centre Province, Registration
Property Division I.R., measuring
16 701 square metres,
Situated at Corner of Napier
and Barry Hertzog,
Richmond, Johannesburg,
Gauteng
Sasolburg Erf 5333, Sasolburg, Retail 50% of R185/m2 R13.5m
Junxion / Extension 50 Township, 12,110 m2
Sasolburg Free State, Registration (6,055 m2)
Mall Division Parys R.D.,
(50% measuring 13 997 square
Undivided metres,
interest Situated at Corner JB Le
being Roux Street & Fichardt
acquired) Street, Sasolburg, Free
State
4. PURCHASE CONSIDERATION
4.1. The Purchase Consideration is an aggregate amount of R2.043 billion, allocated as follows
across the Property Portfolio:
Property Purchase Price / Escalation
Agreed Value (R) Rate
City Centre Polokwane 210,726,010 0.51%
Checkers Centre 168,347,070 0.51%
Polokwane
Game Centre Vryburg 129,858,202 0.48%
Great North Plaza 134,115,214 0.49%
Kaalfontein Corner 297,378,518 0.51%
Lephalale Mall 515,988,695 0.54%
Makro Bloemfontein 284,228,208 0.41%
Randsteam Shopping 154,653,919 0.59%
Centre
Sasolburg Junxion 147,263,874 0.56%
Total 2,042,559,710
4.2. The Purchase Consideration will increase at an escalation amount per property as set out
above, commencing on 1 July 2026 and ending on the day immediately preceding the
Transfer Date (defined below) or effective date under the relevant Sale Agreement, but until
no later than 31 March 2027.
4.3. The Purchase Consideration payable in respect of Kaalfontein Corner and Makro
Bloemfontein will be determined by reference to their aggregate agreed value, less the debt
funding of Eptacor Proprietary Limited (being the entity through which the properties are to
be held) and adjusted for its net working capital and certain other assets, provisions, and
liabilities as at closing.
4.4. The applicable Sellers shall pay to Dipula (through Luxanio) certain once-off amounts, which
will be utilised by Dipula at its discretion to achieve an enhanced yield in respect of the
Properties. These amounts shall be payable on the relevant Transfer Date or effective date
under the relevant Sale Agreement.
5. CONDITIONS PRECEDENT
5.1. The Framework Agreement is subject to the fulfilment of, inter alia, the following outstanding
conditions precedent (“Conditions Precedent”):
5.1.1. by not later than 31 August 2026, those Transaction Agreements (save in respect of
Lephalale Mall) which have not already been concluded, have been concluded;
5.1.2. by not later than 30 September 2026, the Transaction Agreement in respect of Lephalale
Mall has been concluded;
5.1.3. by not later than 31 August 2026, Dipula having notified the Sellers in writing that it and/or
Dipula Subco has secured (in the sense that it has received credit approved term sheets
from the relevant debt providers) debt funding on terms acceptable to Dipula in respect of
the applicable proportion of the total funding requirement for the Transaction or that it no
longer requires such debt funding to be raised as a condition precedent to the Transaction;
5.1.4. by not later than 31 March 2027, all of the Transaction Agreements have become
unconditional in accordance with their terms; and
5.1.5. by not later than 15 December 2026, the Acquisition and all other transactions forming part
thereof have (to the extent necessary) been unconditionally approved by the applicable
competition authorities in terms of the applicable legislation, or conditionally approved on
terms and conditions which each of Dipula and the Sellers confirm in writing to be
acceptable to them.
5.2. The Polokwane Checkers Centre Sale Agreement is subject to, inter alia, the fulfilment of the
following outstanding conditions precedent:
5.2.1. within 90 (ninety) days after the signature date of such agreement the Polokwane Local
Municipality consents to the sale and assignment in terms of such agreement;
5.2.2. by no later than 30 days after the signature date of such agreement the seller obtains the
consent of the bondholder to cancel the covering mortgage bond registered over the seller’s
rights, title and interest to permit the cession in terms of such agreement; and
5.2.3. by not later than 31 August 2026, Dipula having notified the Sellers in writing that it and/or
Dipula Subco has secured (in the sense that it has received credit approved term sheets
from the relevant debt providers) debt funding on terms acceptable to Dipula in respect of
the applicable proportion of the total funding requirement for the cession or that it no longer
requires such debt funding to be raised as a condition precedent to the cession.
5.3. The sale agreement in respect of Kaalfontein Corner Property and the Makro Bloemfontein
Property is subject to the fulfilment of the following outstanding conditions precedent:
5.3.1. the Framework Agreement has been entered into and has become unconditional in
accordance with its terms;
5.3.2. all consents, approvals, waivers and confirmations required to implement the transaction
in terms thereof have been obtained;
5.3.3. by no later than 30 September 2026, Dipula Subco has been provided with the copies of
agreements required to effect the internal restructuring by the sellers and within 10
business days thereafter Dipula Subco confirms its satisfaction with such agreements;
5.3.4. by no later than 30 September 2026, Dipula Subco has been provided with copies of pro-
forma accounts to show the position of the company being acquired to reflect the position
post the internal restructuring;
5.3.5. the relevant company has been registered as a vendor for purposes of the Value-Added
Tax Act, No 89 of 1991; and
5.3.6. the internal restructuring steps required prior to the implementation of the sale have been
completed in accordance with their terms.
5.4. The Sale Agreements (save as specifically set out above) are subject to the condition
precedent that the Framework Agreement has been entered into and has become
unconditional in accordance with its terms.
5.5. The Conditions Precedent must be fulfilled by not later than 31 March 2027, which date may
be extended by the parties in writing.
6. EFFECTIVE DATE OF THE ACQUISITION
Each of the Sale Agreements will be implemented in accordance with their terms, and will
become effective either on: (i) the date on which registration of transfer of ownership of the
relevant property under that Sale Agreement is entered into the name of Dipula Subco in the
relevant Deeds Office in accordance with the terms of the applicable Sale Agreement (“Transfer
Date”); or (ii) the date upon which closing, payment and delivery occurs in terms of the Sale
Agreement in respect of the Kaalfontein Corner Property and the Makro Bloemfontein Property;
or (iii) the date on which registration of the cession has been registered in the Deeds Office
under the Polokwane Checkers Centre Sale Agreement.
7. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
7.1. The Framework Agreement provides that if any Sale Agreement terminates, lapses or
otherwise ceases to be of force or effect before the first Sale Agreement is implemented,
each other Sale Agreement will automatically terminate simultaneously unless otherwise
expressly agreed in writing between Dipula and the Sellers. However, if, on or after the date
the first Sale Agreement is implemented, any Sale Agreement terminates, lapses or otherwise
ceases to be of force or effect before implementation of the applicable Acquisition, the other
Sale Agreement will not automatically terminate, lapse or otherwise cease to be of force or
effect as a consequence thereof.
7.2. The Sale Agreements (including the Sale Agreement in respect of the Kaalfontein Corner
Property and the Makro Bloemfontein Property and the Polokwane Checkers Centre Sale
Agreement) contain representations, warranties and indemnities by the Sellers in favour of
the relevant Dipula Subco which are standard for a transaction of this nature. Subject to such
warranties, the Rental Enterprises, the Property Portfolio and/or where applicable, the notarial
lease are sold or ceded “voetstoots”.
8. FINANCIAL INFORMATION
Property Net assets comprising the The unaudited Reflected in books
Rental Enterprise as at 28 management of Seller
February 2026 accounts profits
after tax attributable
to the Rental
Enterprise for
period ending 28
February 2026
Checkers Centre R168,347,070 R16 819 556 Fundigenix (Pty) Ltd.
Polokwane
City Centre R210,726,010 R19 050 474 East & West (Pty) Ltd
Polokwane and Coma
Beleggings (Pty) Ltd
Game Centre R129,858,202 R14 913 955 Luvon Investments
Vryburg (Pty) Ltd and Mobe
Investments (Pty) Ltd
Great North Plaza R134,115,214 R11 942 423 Luvon Investments
(Pty) Ltd and
Changing Tides 91
(Pty) Ltd
Kaalfontein Corner R227,378,518 R25 153 465 Banocol (Pty) Ltd
Lephalale Mall R515,988,695 R42 192 912* Luvon Investments
(Pty) Ltd and Blue
Mantal Developers &
Investors (Pty) Ltd
Makro Bloemfontein R284,228,208 R26 880 883 Eptosat (RF) (Pty)
Ltd
Randsteam R154,653,919 R13 846 320 Stylestar
Shopping Centre Investments (Pty) Ltd
Property and Phindana
Properties 234 (Pty)
Ltd and Mark
Batchelor
Investments cc
Sasolburg Junxion R147,263,874 R13 846 320* Luvon Investments
(Pty) Ltd.
*Represents 50% of profits after tax
The Company is satisfied with the quality of the management accounts of the Sellers, however,
shareholders are warned that they are unaudited.
9. CLASSIFICATION OF THE ACQUISITION
The Acquisition constitutes a category 2 transaction in terms of the JSE Listings Requirements
as the value exceeds 10% but is less than 30% of the Company’s market capitalisation as at
the date of the signature of the Framework Agreement.
10. RESULTS OF PRIVATE PLACEMENT
10.1. Dipula is pleased to announce that it has successfully completed a private placement and
following very strong demand has accepted bids to subscribe for approximately R1.1 billion
of new equity. In terms of the private placement, new Dipula shares will be issued pursuant
to a vendor consideration placement and in compliance with the JSE Listings Requirements.
10.2. It is anticipated that the listing and issue of the new Dipula shares will commence at
09:00a.m. on Tuesday, 1 September 2026.
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
11.1. Shareholders are referred to the Company’s cautionary announcement released on SENS
on 22 May 2026 and the further cautionary announcements released on SENS on
3 July 2026 and 14 August 2026.
11.2. Shareholders are hereby advised that as the particulars of the Acquisition have now been
announced, caution is no longer required to be exercised by Shareholders when dealing in
the Company’s securities.
The financial information included in this announcement has not been reviewed or reported on by
the Company’s auditors.
24 August 2026
Sole Bookrunner, Transaction Advisor and Transaction Sponsor
PSG Capital
Annexure A: Details of Sellers
Seller Registration Number
Blue Mantal Developers and Investors 2003/005283/07
Proprietary Limited
Changing Tides 91 Proprietary Limited 2001/012757/07
Coma Beleggings Proprietary Limited 1998/018741/07
East & West Investments Proprietary Limited 1945/018444/07
Luvon Investments Proprietary Limited 2008/007386/07
Mark Batchelor Investments CC 1985/007903/23
Mobe Investments Proprietary Limited 2004/012050/07
PAI Property 1 (RF) Proprietary Limited 2022/330998/07
Phindana Properties 234 Proprietary Limited 2012/012824/07
Stylestar Investments Proprietary Limited 2008/003442/07
Fundigenix Proprietary Limited 2014/231531/07
Date: 24/08/2026 06:50:00
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