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Disposal of a 50% Interest in the Mamelodi Square Enterprise and Disposal of the Dobsonville Property
PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/001085/06)
Share code: PPR ISIN: ZAE0000072310
("Putprop" or "the Company")
DISPOSAL OF A 50% INTEREST IN THE MAMELODI SQUARE ENTERPRISE AND DISPOSAL OF THE
DOBSONVILLE PROPERTY
1. INTRODUCTION
1.1 Shareholders are advised that on 18 May 2026 ("Signature Date"), Putprop ("Seller") entered into:
1.1.1 a sale of business agreement ("Mamelodi Sale Agreement"), and an addendum thereto
dated 27 May 2026, with Exemplar REITail Limited ("Exemplar" or "Purchaser") in terms
of which the Purchaser will acquire the Seller's 50% interest in the enterprise conducted
from the Mamelodi Square Property as described in paragraph 2.1 below ("Mamelodi
Square Enterprise") ("Target Enterprise"), including its 50% undivided share in the
Mamelodi Square Property ("Target Property"), for a purchase price of R148 000 000
("Mamelodi Square Disposal"); and
1.1.2 a land sale agreement with Exemplar ("Dobsonville Sale Agreement") in terms of which
the Purchaser will acquire the Dobsonville Property, as described in paragraph 3.1 below,
for a purchase price of R20 000 000 ("Dobsonville Disposal").
1.2 The Mamelodi Square Disposal and the Dobsonville Disposal are collectively referred to hereinafter
as the "Disposals".
1.3 Exemplar, a Real Estate Investment Trust listed on the JSE Limited ("JSE"), owns and manages
township and rural retail real estate. Exemplar is 54.27%-owned by McCormick Property
Development Proprietary Limited, which in turn is ultimately beneficially owned 100% by the John
McCormick Family Trust.
1.4 The Purchaser is not a related party to Putprop.
2. THE MAMELODI SQUARE DISPOSAL
2.1 Introduction
The "Mamelodi Square Enterprise" means the enterprise of letting the Shopping Centre (as
described in paragraph 2.2 below) conducted by the Company and the Purchaser, collectively in
their capacity as equal co-owners of the Mamelodi Square Property (described in paragraph 2.1.4
below) and the Mamelodi Square Enterprise, as at the Signature Date and prior to the Mamelodi
Effective Date described in paragraph 2.4.3 below ("Co-Owners"), and includes:
2.1.1 the Co-Owners' rights, title and interest in and to the lease agreements in force as at the
Signature Date ("Leases")
2.1.2 the Co-Owners' rights, title and interest in and to tenant securities under the Leases
("Securities");
2.1.3 the Co-Owners' rights, title and interest in and to contracts concluded between the Co-
Owners and third parties for the conduct of the Shopping Centre (other than the Leases) in
force at the Signature Date ("Contracts");
2.1.4 Erf 41319, Mamelodi Extension 35 Township, Registration Division JR, Province of Gauteng
(together with all buildings and improvements on the property, including all fixtures and
fittings forming part thereof save to the extent that same are the property of any tenant or
other person ("Mamelodi Square Property");
2.1.5 assets, current and non-current (other than those belonging to the tenants) belonging to the
Co-Owners and used in connection with the Mamelodi Square Enterprise as at the
Signature Date ("Assets"); and
2.1.6 the rights, obligations and liabilities relating to the conduct of the Mamelodi Square
Enterprise, including the obligations and liabilities incurred in the normal course of the
business undertaking as at the Mamelodi Effective Date, but excluding Putprop's loan
claims against the co-ownership ("Liabilities").
2.2 Additional details of the Mamelodi Square Property
The Shopping Centre means the buildings and other improvements constructed on the Mamelodi
Square Property, and comprises the retail shopping centre known as Mamelodi Square.
The Mamelodi Square Property has a total rentable area of 16,955m². As at the Signature Date, the
weighted average rental is R145.52 per m².
The Mamelodi Square Property is zoned for Retail use in terms of the applicable town planning
scheme.
2.3 Mamelodi Square Suspensive Conditions
2.3.1 The Mamelodi Square Disposal is subject to the fulfilment of the following suspensive
conditions:
2.3.1.1 on or before 1 June 2026:
2.3.1.1.1 the board of directors of the Seller and the Purchaser approve and
authorise the entry into and performance of the Mamelodi Sale
Agreement;
2.3.1.1.2 each tenant to the Leases, to the extent required under the relevant
Lease, consents to the assignment of the Seller's rights and
obligations to the Purchaser;
2.3.1.1.3 each tenant to the Securities, to the extent required under the relevant
Security, consents to the assignment of the Seller's rights and
obligations to the Purchaser;
2.3.1.1.4 any tenant with a pre-emptive right to purchase the Mamelodi Square
Property, or any portion thereof, waives such right and consents to the
disposal of the Seller's 50% undivided share in the Mamelodi Square
Property, being the Target Property; and
2.3.1.1.5 any existing bondholder of the Target Property consents to the
disposal thereof;
2.3.1.2 the Dobsonville Sale Agreement becomes unconditional as to its terms (save for
the fulfilment of any conditions requiring the Mamelodi Sale Agreement to become
unconditional as to its terms) by the due date for the fulfilment of the suspensive
conditions contained in such agreement; and
2.3.1.3 on or before 31 August 2026, Putprop's shareholders will have approved the sale
by the Company of the Target Enterprise, being a 50% interest in the Mamelodi
Square Enterprise, as a going concern to the Purchaser for the Mamelodi
Purchase Price set out in paragraph 2.4.1 below,
collectively, the "Mamelodi Square Disposal Suspensive Conditions".
2.3.2 The Mamelodi Square Suspensive Conditions, which may be extended by written
agreement between the Seller and the Purchaser ("Parties") before the due date, are stated
for the benefit of both Parties.
2.3.3 If any Mamelodi Square Suspensive Condition is not fulfilled, the provisions of the Mamelodi
Sale Agreement, save for certain binding clauses by which the Parties will remain bound,
will be of no force or effect, the Parties will be restored as near as possible to the position
in which they would have been had the agreement not been entered into, and none of the
Parties will have any claim against the other.
2.4 Mamelodi Purchase Price and Mamelodi Effective Date
2.4.1 The Seller will sell and the Purchaser will purchase the Target Enterprise as a going concern
for the purchase price of R148 000 000, exclusive of VAT ("Mamelodi Purchase Price").
2.4.2 The Mamelodi Purchase Price will be payable on the date on which registration of transfer
of the Target Property into the name of the Purchaser ("Mamelodi Transfer") is effected
("Mamelodi Transfer Date") against delivery of a bank guarantee within five business days
following the date upon which the Mamelodi Sale Agreement becomes unconditional
("Mamelodi Unconditional Date").
2.4.3 The Purchaser will pay occupational rent at 9% per annum of the Mamelodi Purchase Price
from the first day of the month following the Mamelodi Unconditional Date and the delivery
of the bank guarantee to the Seller ("Mamelodi Effective Date") to the Mamelodi Transfer
Date.
2.5 Other significant terms of the Mamelodi Square Disposal
2.5.1 The sale of the Target Enterprise in terms of the Mamelodi Sale Agreement and the sale of
the Dobsonville Property in terms of the Dobsonville Sale Agreement, are interdependent
and constitute one indivisible transaction, and it is the intention of the Parties that the
implementation of each is conditional upon the implementation of the other.
2.5.2 It is the Parties' intention that the Mamelodi Transfer occurs as nearly as possible
contemporaneously with the registration of transfer of the Dobsonville Property.
2.5.3 If for any reason the Dobsonville Sale Agreement is terminated, cancelled, fails to become
unconditional or fails to be implemented, then unless the Parties agree otherwise in writing,
the Mamelodi Sale Agreement will likewise terminate and be of no further force or effect,
and vice versa.
2.5.4 Possession and occupation of the Target Enterprise will be given to and taken by the
Purchaser on the Effective Date.
2.5.5 The Seller will, after the Mamelodi Unconditional Date but prior to the Mamelodi Effective
Date, furnish written notification to the tenants at the Shopping Centre that the Target
Enterprise has been sold to the Purchaser with effect from the Mamelodi Effective Date.
2.5.6 Ownership of the Target Enterprise will pass to the Purchaser on the Mamelodi Transfer
Date.
2.5.7 The Mamelodi Sale Agreement will be of full force and effect from the Mamelodi
Unconditional Date subject to the resolutive condition that should the Mamelodi Transfer not
occur within nine months from such date, then such agreement, save for certain binding
clauses by which the Parties will remain bound, will cease to be of any further force or effect.
2.5.8 The Mamelodi Sale Agreement contains warranties and undertakings which are standard
for transactions of this nature.
2.5.9 Save for the aforementioned warranties, the Target Enterprise is transferred "voetstoots"
and the Seller gives no warranties and makes no representations in respect of the Target
Enterprise.
3. THE DOBSONVILLE DISPOSAL
3.1 Details of the Dobsonville Property
The Dobsonville Property comprises Proposed Township Dobsonville Extension 11 (consisting of
Erven 14821 and 14822 which are to be consolidated), to be established on Portion 21 of the Farm
Vogelstruisfontein 233, Registration Division IQ, Province of Gauteng, measuring approximately
5.0064 hectares in extent and held by virtue of Deed of Title: T1161/1994.
3.2 Additional details of the Dobsonville Property
The Dobsonville Property has a total rentable area of 3500m². As at the Signature Date, the weighted
average rental is R84.80per m².
The Dobsonville Property is zoned for industrial use in terms of the applicable town planning scheme.
3.3 Dobsonville Disposal Suspensive Conditions
3.3.1 The Dobsonville Disposal is subject to the fulfilment of the following suspensive conditions:
3.3.1.1 on or before 1 June 2026, the board of directors of the Seller and the Purchaser
approve and authorise the entry into and performance of the Dobsonville Sale
Agreement;
3.3.1.2 the Mamelodi Sale Agreement becomes unconditional as to its terms (save for the
fulfilment of any conditions requiring the Dobsonville Sale Agreement to become
unconditional as to its terms) by the due date for the fulfilment of the suspensive
conditions contained in such agreement,
collectively, the "Dobsonville Disposal Suspensive Conditions".
3.3.2 The Dobsonville Disposal Suspensive Conditions, which may be extended by written
agreement between the Parties before the due date, are stated for the benefit of both
Parties.
3.3.3 If any Dobsonville Disposal suspensive condition is not fulfilled, the provisions of the
Dobsonville Sale Agreement, save for certain binding clauses by which the Parties will
remain bound, will be of no force or effect, the Parties will be restored as near as possible
to the position in which they would have been had the agreement not been entered into,
and none of the Parties will have any claim against the other.
3.4 Dobsonville Purchase Price and Dobsonville Effective Date
3.4.1 The Seller will sell and the Purchaser will purchase the Dobsonville Property for the
purchase price of R20 000 000, exclusive of VAT ("Dobsonville Purchase Price").
3.4.2 The Dobsonville Purchase Price will be payable on the date on which registration of transfer
of the Dobsonville Property into the name of the Purchaser ("Dobsonville Registration") is
effected ("Dobsonville Transfer Date") against delivery of a bank guarantee within five
business days following the date of fulfilment of the last of the Dobsonville Disposal
Suspensive Conditions ("Dobsonville Unconditional Date").
3.4.3 The Dobsonville Purchase Price will be paid by way of electronic funds transfer, free of set-
off or deduction into Putprop's bank account.
3.5 Other significant terms of the Dobsonville Disposal
3.5.1 Possession and occupation of the Dobsonville Property will be given to the Purchaser on
the Dobsonville Transfer Date.
3.5.2 The sale of the Dobsonville Property in terms of the Dobsonville Agreement and the sale of
the Putprop's 50% interest in the Mamelodi Square Enterprise as a going concern, including
its 50% undivided share in the Mamelodi Square Property, in terms of the Mamelodi Sale
Agreement, are interdependent and constitute one indivisible transaction, and it is the
intention of the Parties that the implementation of each is conditional upon the
implementation of the other.
3.5.3 It is the Parties' intention that the Dobsonville Registration occurs as nearly as possible
contemporaneously with the Mamelodi Transfer.
3.5.4 If for any reason the Mamelodi Sale Agreement is terminated, cancelled, fails to become
unconditional or fails to be implemented, then unless the Parties agree otherwise in writing,
the Dobsonville Sale Agreement will likewise terminate and be of no further force or effect,
and vice versa.
3.5.5 Transfer of the Dobsonville Property will be effected by the conveyancers, being VDT
Attorneys, as soon as possible after the Dobsonville Unconditional Date.
3.5.6 The sale of the Dobsonville Property constitutes a taxable supply for VAT purposes and
VAT is payable in addition to the Purchase Price.
3.5.7 The Dobsonville Property is sold voetstoots and subject to all title conditions.
3.5.8 To the knowledge of the Seller, the Dobsonville Property is not subject to any land claims,
whether pending or unresolved, including those under the Restitution of Land Rights Act,
No. 22 of 1994, as amended or similar legislation.
3.5.9 The Dobsonville Sale Agreement contains warranties and undertakings which are standard
for transactions of this nature.
3.5.10 Neither Party is liable for any agent's commission in respect of the Dobsonville Disposal.
4. RATIONALE FOR THE DISPOSALS AND APPLICATION OF DISPOSAL PROCEEDS
The Disposals are in line with Putprop's strategy to realise value from non-core assets and to redeploy
capital into income-generating properties.
The proceeds of the Disposals will be utilised by Putprop to reduce debt and/or for investment in income-
producing properties.
5. VALUATIONS OF THE MAMELODI SQUARE PROPERTY AND THE DOBSONVILLE PROPERTY
A valuation of the Company's total property portfolio was performed as at 30 June 2025 by Spectrum
Valuations and Asset Solutions Proprietary Limited, an independent valuation firm whose valuers are
registered with the South African Council for the Property Valuers Profession in terms of the Property
Valuers Profession Act, 2000 (Act 47 of 2000) ("Act").
These independent valuations are supported by the Board. The members of the Board are not
independent valuers and are not registered as professional valuers or as professional associate valuers
in terms of the Act.
As extracted from the audited annual financial statements of the Company for the year ended 30 June
2025, the Mamelodi Square Property and the Dobsonville Property were valued at an amount of
R139 000 000 and R18 500 000, respectively.
6. FINANCIAL INFORMATION
6.1 Per the audited annual financial statements for the year ended 30 June 2025, the net asset value of
the Mamelodi Square Enterprise is R75 722 973, and R76 723 736 as per the interim financial
statement for the period ended 31 December 2025. The audited profit after tax attributable to the net
assets of the Mamelodi Square Enterprise, for the year ended 30 June 2025 amounted to
R19 420 720, and for the period ended 31 December 2025 amounted to R2 951 385.
6.2 Per the audited annual financial statements for the year ended 30 June 2025, the value of the net
assets of the Dobsonville Property is R18 500 000, and per the interim financial statement for the
period ended 31 December 2025 is R18 500 000. The audited profit after tax attributable to the net
assets of the Dobsonville Property for the year ended 30 June 2025 amounted to R3 954 542, and
for the period ended 31 December 2025 amounted to R1 249 922.
6.3 The audited annual financial statements of the Company for the year ended 30 June 2025 and interim
financial statements for the period ended 31 December 2025 were prepared in accordance with
International Financial Reporting Standards and the Companies Act (Act 71 of 2008), as amended.
7. CATEGORISATION OF THE DISPOSALS
In terms of the JSE Listings Requirements, transactions (other than ordinary course of business
transactions) that are entered into with the same party or its associates during the 12 months prior to the
date of the latest transaction must be aggregated with the latest transaction to determine the
categorisation of the latest transaction.
Given that Mamelodi Sale Agreement and the Dobsonville Sale Agreement have both been entered into
with the same Purchaser, and that the Mamelodi Square Disposal and the Dobsonville Disposal are
interdependent, the Disposals constitute a Category 1 transaction in terms of the JSE Listings
Requirements and are subject to approval by shareholders present or represented in general meeting. A
circular setting out full details and containing, inter alia, a notice convening a general meeting of
shareholders will be distributed to shareholders in due course.
Johannesburg
29 May 2026
Sponsor
Merchantec Capital
Date: 29-05-2026 12:45:00
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