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Disposal of a 50% undivided share in Woodlands Boulevard
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
("Hyprop" or the "Company")
DISPOSAL OF A 50% UNDIVIDED SHARE IN WOODLANDS BOULEVARD
1. INTRODUCTION
Shareholders are advised that on 6 February 2026 ("Signature Date") Hyprop entered into separate sale of
rental enterprise agreements ("Sale Agreements") with each of Primegrowth Retail Property Proprietary
Limited, Witfontein Mile Proprietary Limited and Twin City Trading 2 Proprietary Limited ("Twin City"),
(collectively the "Purchasers"), to dispose of an aggregate 50% undivided share in the shopping centre
known as Woodlands Boulevard ("Property") together with the rental enterprise ("Rental Enterprise")
conducted thereon as a single indivisible transaction and which is to be implemented simultaneously (the
"Transaction").
2. RATIONALE AND USE OF PROCEEDS
Hyprop reviews its portfolios annually to identify opportunities to recycle capital/assets in pursuit of its
strategy. In this light, the Transaction provides an opportunity for Hyprop to:
- reduce its exposure in Gauteng;
- unlock capital to pursue new growth opportunities; and
- remain the owner of a majority (50%) undivided share in the Property and participate in the future
upside as the residential area surrounding the Property expands and densifies.
The Purchasers have proven track records of executing transactions, notably as the buyers of Atterbury Value
Mart from Hyprop in 2021. This experience, together with their asset management credentials, underpin
Hyprop's decision to partner with the Purchasers to realise further value from the Property.
Hyprop has no plans to dispose of the remaining 50% undivided share. The proceeds from the Transaction
will be deployed by Hyprop to pursue new investment opportunities aligned with the Hyprop group's strategic
growth objectives and capital allocation strategy.
3. TERMS OF THE TRANSACTION
3.1 In terms of the Sale Agreements, the aggregate consideration payable by the Purchasers for the 50%
undivided share in the Property and Rental Enterprise is R790 500 000 (including VAT at the rate of
0%) which will escalate at 0.53% per month from 1 August 2025 to the Transfer Date (both days
inclusive) calculated daily and compounded monthly ("Purchase Price").
3.2 Each Purchaser will acquire a 1/6th undivided share in the Property and the Rental Enterprise and will
accordingly settle their equal portion of the Purchase Price.
3.3 The Purchase Price will be paid to the Company in cash on the date of registration of transfer of the
proportionate share of the 50% undivided share in the Property into the names of the respective
Purchasers ("Transfer Date"), following the fulfilment or waiver (to the extent legally permissible)
of the condition precedent to the Transaction.
3.4 Adjustment accounts as at close of business on the Transfer Date will be prepared in respect of the
proportionate net amounts attributable to each of the Company and the Purchasers. If the adjustment
accounts reflect a net balance owed to the Purchasers, the Company will pay the Purchasers the
respective amounts. If the adjustment accounts reflect a net balance owed to the Company, the
Purchasers will pay the Company.
3.5 Rental guarantee
The Company has provided the Purchasers with a rental guarantee, indemnifying the Purchasers
against unbudgeted negative rent reversions and unbudgeted vacancies for two years from the
Transfer Date ("Rental Guarantee Period"). Any rent collected which exceeds the budgeted rent
during the Rental Guarantee Period will be for the benefit of Hyprop.
Hyprop's liability in respect of the rental guarantee is capped at a maximum of R10 000 000 in respect
of the first 12-month period after the Transfer Date and a maximum of R10 600 000 in respect of the
second 12-month period after the Transfer Date. The upside to Hyprop is not capped.
The rental guarantee will not apply in situations where tenants fail to meet their obligations under the
lease beyond applicable contractual grace periods, corporate failures or tenants entering business
rescue proceedings or any other circumstance not specified in the respective Sale Agreements.
3.6 General
3.6.1 The Sale Agreements provide for undertakings, warranties and indemnities which are normal
for transactions of this nature.
3.6.2 The Company will have the right to terminate the Sale Agreements if the documents
necessary for transfer have not been lodged by the transferring attorneys with the relevant
deeds registry office by 30 April 2026 (or such later date as the Company may unilaterally
determine and communicate in writing to the Purchasers prior to 30 April 2026). If
lodgement has not occurred by 30 April 2026 due to an act or omission on the part of either
party which delays lodgement, then a break fee in an amount of R500,000 shall be paid by
the defaulting party to each aggrieved party.
4. CONDITION PRECEDENT
The Transaction is subject to the fulfilment or, where legally permissible, waiver of the outstanding condition
precedent, that by no later than the 20th business day after the Signature Date, The Standard Bank of South
Africa Limited ("Standard Bank") confirms, in writing, that the undivided share of the Property to be sold
shall be released from the security granted in favour of Standard Bank in connection with bank facilities
granted to the Company, on such terms and conditions as are acceptable to Hyprop.
5. ANCILLARY TRANSACTION AGREEMENTS
5.1 Co-ownership agreement
5.1.1 Following the implementation of the Transaction, the Purchasers and Hyprop will become
co-owners of the Rental Enterprise with effect from the Transfer Date. Accordingly, Hyprop
and the Purchasers have concluded a co-ownership agreement ("Co-ownership
Agreement") to govern their respective rights and obligations as co-owners of the Rental
Enterprise.
5.1.2 The Co-ownership Agreement will commence on the Transfer Date and will automatically
terminate on either the disposal of the Rental Enterprise and the Property by the Purchasers
and the Company jointly, on the dissolution of the Rental Enterprise or when either of the
Purchasers or the Company disposes of its entire undivided share in the Rental Enterprise.
5.1.3 In terms of the Co-ownership Agreement:
5.1.3.1 A co-owner will not be entitled to dispose of its undivided share unless the sale interest has
been first offered to the remaining co-owners in proportion to their undivided shares.
5.1.3.2 The Purchasers undertake that they shall not undergo a change in control unless they obtain
the prior written consent of Hyprop, which consent shall not be unreasonably withheld or
delayed.
5.2 Asset management arrangement and property management agreement
5.2.1 The asset management services will be performed jointly by Hyprop and the Purchasers at
no cost payable or receivable by the parties.
5.2.2 From the Transfer Date the onsite staff will transfer to the co-ownership and the management
of the team will be outsourced to Twin City Asset Management Proprietary Limited, a
company that shares a common shareholder with Twin City. The Company and the
Purchasers will participate in the day-to-day management of the Rental Enterprise but Twin
City will recuse itself from voting in respect of certain matters relating to the enforcement
of the property management agreement.
5.2.3 Twin City Asset Management Proprietary Limited will be appointed for an initial period of
12 months from the Transfer Date. Renewal of the property management agreement will be
reviewed annually.
6. PROPERTY SPECIFIC INFORMATION
6.1 The details of the Property are set out in the table below.
Property name Woodlands Boulevard
Location - erf 1590 Pretoriuspark Extension 5 Township, Registration
Division JR, Province of Gauteng measuring 7,8016
hectares and held under Deed of Transfer No. T56039/2013;
- erf 1591 Pretoriuspark Extension 22 Township, Registration
Division JR, Province of Gauteng measuring 3,2898
hectares and held under Deed of Transfer No. T56039/2013;
- remaining extent of portion 498 of the Farm Garsfontein No
374, Registration Division JR, Province of Gauteng
measuring 1,2369 hectares and held under Deed of Transfer
No. T56039/2013;
- erf 1709 Pretoriuspark Extension 23 Township, Registration
Division JR, Province of Gauteng measuring 7,2365
hectares and held under Deed of Transfer No. T56039/2013;
and
- erf 1712 Pretoriuspark Extension 35 Township, Registration
Division JR, Province of Gauteng measuring 1,0037
hectares and held under Deed of Transfer No. T56039/2013,
situated at cnr De Villebois Mareuil Drive and Garsfontein Road,
Pretoria East, Gauteng, 0081, together with improvements thereon,
and commonly known as "Woodlands Boulevard".
Sector Retail
GLA 73,471m2
Weighted average rental per R206
m2 per month
6.2 The information in the table above reflects 100% of the Property.
6.3 The directors of Hyprop are satisfied that the Purchase Price receivable in respect of the Rental
Enterprise is considered to be fair market value. The directors of Hyprop are not registered as
professional valuers or as professional associate valuers in terms of the Property Valuers Profession
Act No. 47 of 2000.
6.4 Broker's commission and transfer costs are payable by the Purchasers. The Company and the
Purchasers will cover legal costs equally.
7. FINANCIAL INFORMATION
The value of the net assets and the profits attributable to the net assets of 100% of the Rental Enterprise are
R1,746,749,547 and R166,484,000, respectively ("Financial Information"). The Financial Information has
been extracted from Hyprop's audited annual financial statements for the year ended 30 June 2025, which
were prepared in terms of International Financial Reporting Standards. The Financial Information is the
responsibility of the directors of Hyprop and has not been reviewed or reported on by the Company's auditors.
8. CATEGORISATION OF THE TRANSACTION
The Transaction is not categorisable in terms of the JSE Listings Requirements and the disclosures provided
in this announcement are voluntary and for information purposes only.
9 February 2026
Sponsor
Java Capital
Date: 09-02-2026 09:05:00
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