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FAIRVEST LIMITED - Investment in fibre network infrastructure

Release Date: 11/12/2025 16:00
Code(s): FTB FTA     PDF:  
Wrap Text
Investment in fibre network infrastructure

FAIRVEST LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/032604/06
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
LEI: 378900E93AFC4D1CAD45
(Granted REIT status with the JSE)
("Fairvest" or the "Company")


INVESTMENT IN FIBRE NETWORK INFRASTRUCTURE


1. INTRODUCTION

    Fairvest has invested in fibre network infrastructure by subscribing for shares in Onepath
    Investments (RF) Proprietary Limited ("Onepath"), which is a subsidiary of Fairvest.

    Onepath is a digital infrastructure investor focussed on fibre network infrastructure in townships
    across South Africa. The infrastructure is acquired from and leased back to Fibertime Networks
    Proprietary Limited ("fibertimeTM"), a fibre network operator and internet service provider.
    fibertimeTM advances digital inclusion in South African townships by providing high quality
    internet-access to township homes and communities on a pay-as-you-go model. This enables
    affordable, fast and reliable connectivity for households in underserviced areas.

    Neither fibertimeTM nor any of its shareholders are related parties to Fairvest.

2. RATIONALE

    Fairvest's investment in Onepath, provides Fairvest with a stable, accretive dividend yield generated
    from the rentals received on the underlying fibre network infrastructure operated by fibertimeTM.
    The investment further provides Fairvest with access, information and insights that are valuable to
    its existing retail portfolio and to the assessment of new retail opportunities. Digital inclusion in
    underserviced communities unlocks opportunities for education, employment, entrepreneurship and
    entertainment. As these communities are uplifted, Fairvest's core retail market is strengthened in
    both its current and future areas of operation.

3. SALIENT TERMS OF THE INVESTMENT

    To date, Fairvest has subscribed for 4 768 523 Onepath shares for an aggregate subscription
    consideration of R476.9 million. Effective 10 December 2025, Fairvest has committed to invest up
    to R1 billion in aggregate in Onepath (the "Investment").

    Onepath acquires fibre networks at development cost in certain minimum tranches once metrics for
    commercially viability have been met. fibertimeTM pays Onepath a base rental and a turnover rental
    in terms of a 10-year lease, which fibertimeTM may extend for further 10-year periods at a rental
    agreed or determined by an expert.

    As the leases are triple net, fibertimeTM is responsible for the insurance, repair and maintenance and
    support services in respect of the fibre networks it rents.

    At 30 September 2025, Onepath had concluded sale and lease agreements in respect of fibre
    networks that are commercially operational in the following townships:

    fibertimeTM Fibre Networks            Aggregate Purchase Price                          Date
                                                              (Rm)
    KwaZakhele, Eastern Cape                                  65.7              28 November 2024
    Walmer, Eastern Cape                                      25.9              28 November 2024
    Mfuleni, Western Cape                                     63.3                 12 April 2025
    KwaNobuhle, Eastern Cape                                  48.8                 12 April 2025
    Kraaifontein, Western Cape                                63.5                 12 April 2025
    Motherwell, Eastern Cape                                  79.0                 12 April 2025
    Alexandra, Gauteng                                        65.7                   23 May 2025
    Mangaung, Free State                                      29.5                  23 June 2025
    Soweto on Sea, Eastern Cape                               51.0                  23 June 2025
    Makhanda, Eastern Cape                                    35.6                  31 July 2025
    KwaMashu, KwaZulu-Natal                                   27.9                22 August 2025
    Ivory Park, Gauteng                                       22.8                22 August 2025
    Total*                                                   578.7
    *Excluding VAT and set up costs

  At 30 September 2025, Fairvest held 79.9% of Onepath's ordinary issued share capital. Fairvest
  confirms that there are no provisions in the memorandum of incorporation of Onepath that may
  obstruct Fairvest from compliance with the JSE Listings Requirements. Other investors, none of
  whom are related parties to Fairvest, hold the balance of the issued shares in Onepath.

4. FINANCIAL INFORMATION

  Fairvest has, over the period from 28 November 2024 to 30 September 2025, subscribed for ordinary
  shares in Onepath amounting to R476.9 million. The subscription tranches are summarised below:

   Date of subscription              Investment
                                           (Rm)
   28 November 2024                        54.3
   15 January 2025                         11.5
   12 March 2025                            0.8
   12 April 2025                          171.8
   23 May 2025                             74.7
   23 June 2025                            94.0
   31 July 2025                            69.8
                                          476.9

  For the period 28 November 2024 to 30 September 2025, the distributable profit attributable to
  Fairvest's investment in Onepath amounted to R29.7 million, representing an annualised yield of
  14.9% on its investment.

  This financial information has been extracted from Onepath's unpublished, audited financial
  statements for the year ended 30 September 2025, prepared in accordance with International
  Financial Reporting Standards (IFRS). Fairvest confirms that it is satisfied with the quality and
  reliability of these financial statements.

  Fairvest has not subscribed for any additional shares in Onepath after 30 September 2025 up to the
  date of this announcement.

5. CATEGORISATION

   The Investment, as aggregated, is classified as a category 2 transaction in terms of the JSE Listings
   Requirements and is not subject to shareholder approval.

11 December 2025

Sponsor
Java Capital

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