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Abridged pre-listing statement – Listing of Castleview by way of introduction on the Alternative Exchange of the JSE
CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(“Castleview” or “the company” or “the group”)
ABRIDGED PRE-LISTING STATEMENT – LISTING OF CASTLEVIEW BY WAY OF INTRODUCTION ON THE ALTERNATIVE EXCHANGE OF THE JSE
This abridged pre-listing statement is not an invitation to the public to subscribe for shares, but is issued in compliance
with the Listings Requirements of the JSE, for the purpose of providing information to the public regarding the
business and affairs of the company at the time of listing of all the issued shares in the company by way of
introduction in the “Retail REITs” sector on the Alternative Exchange (“ALTx”) of the JSE (the “listing”).
This announcement contains the salient information in respect of Castleview, which is more fully described in the full
pre-listing statement (“full pre-listing statement”) which will be made available for inspection from today. For a full
appreciation and understanding of Castleview and the listing the full pre-listing statement should be read in its
entirety.
Terms defined in the full pre-listing statement bear the same meaning in this abridged pre-listing statement.
1. Introduction
The JSE has granted Castleview a listing of all of its issued ordinary shares in the “Retail REITs” sector on the
ALTx of the JSE under the abbreviated name: “Castleview”, JSE share code: “CVW” and ISIN: ZAE000251633
with effect from the commencement of trade on Wednesday, 20 December 2017.
2. History and nature of business
Castleview is a newly incorporated company and has been established for the purpose of creating a newly listed
company which will acquire and/or develop properties either directly or indirectly through subsidiaries with a
strategy of investing in a diversified portfolio of retail properties in South Africa, providing exposure to
consumers from a cross-section of income categories, and accordingly does not have a trading history.
Castleview, through its major subsidiary, FEC Prop, holds the property being Pier 14, which is newly acquired.
Pier 14 was acquired by Castleview One, a wholly-owned subsidiary of Castleview, through a subscription for
shares in FEC Prop, which owns the property, such that Castleview One owns 99.99% of the issued shares in
FEC Prop (its only asset) with effect from 2 October 2017.
3. Investment and growth strategy
The Castleview group owns the Pier 14 shopping centre in Port Elizabeth, which was built in 1973 and has
30 347 m2 of rentable space.
Castleview will be a retail-focussed fund and intends to invest in a diversified portfolio of retail properties in
South Africa, providing investors with exposure to consumers from a cross-section of income categories.
Castleview intends to invest in retail properties which are anchored by high quality national tenants on long
term, escalating turnover rental leases.
Castleview intends to grow its asset base by approaching existing retail centre owners who wish to convert their
existing physical property holdings into tradable shares in a JSE-listed REIT, thereby increasing the size and
tradability of Castleview shares and also providing greater portfolio diversification.
Castleview does not intend to engage in new property developments initially but will seek to add value to its
existing property portfolio through refurbishments and extensions where possible.
Whilst Castleview is listed as a REIT (and will comply in full with the requirements to maintain REIT status),
which allows for an efficient flow-through of income, it’s focus will be on net asset value and total return on
investment, for which a growing NAV and healthy income stream is required. Accordingly, Castleview will
focus on both income and capital growth as part of its growth strategy.
4. Prospects
Historically, the retail property sector has been one of the outperformers in the South African market for a
number of years, with government grants underpinning consumer spending, notwithstanding tougher economic
conditions. Castleview (and its subsidiaries) will be a retail-focussed fund and intends to invest in a diversified
portfolio of retail properties, anchored by high quality national tenants on long term, escalating turnover rental
leases.
5. Directors
Name and age James William Andrew Templeton (James) (44)
Business address 411 The Hills, Buchanan Square, 160 Sir Lowry Road, Woodstock, Cape Town,
7925
Qualification B.Comm (Hons) CFA
Position Chief executive officer
Experience James was employed at Barnard Jacobs Mellet, a prominent South African
stockbroker from 1996 to 2003 where he covered various sectors including real
estate. James was the chief executive officer of Emira Property Fund, a JSE
listed REIT, from 2004 to 2015. James was appointed as a director of the
company on 6 July 2017.
Name and age Elana Kruger (36)
Business address 411 The Hills, Buchanan Square, 160 Sir Lowry Road, Woodstock, Cape Town,
7925
Qualification B Compt (Hons) CA (SA)
Position Financial director
Experience Elana started her career as an audit supervisor at Cape Town accounting firm
Nolands in 2006. After spending a year as an audit senior at Haysmacintyre in
London in 2007, she spent seven years at ALTx listed Ububele Holdings, firstly
as group financial manager and later as financial director between 2008 and
2014. She currently provides consulting services to a variety of clients and has
assumed the position of financial director of Castleview.
Name and age Richard Gordon Volks (Richard) (76)
Business address 8th Floor, 5 St George's Mall, Cape Town
Qualification B.A. LLB
Position Chairman, independent non-executive director
Experience Richard was lead property finance attorney for Syfrets Bank and Syfrets Trust
between 1984 and 2000 and was also the chairperson of Board for admission of
attorneys. He is currently employed as a partner at Smith Tabata Buchanan
Boyes specialising in a variety of matters including: Estate planning and Trusts,
Conveyancing, commercial, corporate and property law.
Name and age Avesh Padayachee (36)
Business address 1 Oyster Catcher, 6 Cambridge Road, Bryanston, Johannesburg, 2196
Qualification BComm, LLB, MBA
Position Independent non-executive director
Experience Avesh was a corporate attorney at Webber Wentzel (Linklaters) in Johannesburg
between 2005 and 2010. From 2010 to 2012 he completed his MBA at
University of Pittsburgh, before founding Fibon Energy, a renewable energy
company, in 2012, where he is currently chief executive officer and a director.
Name and age David James Green (David) (55)
Business address 18 Carlow Road, Parkveiw, Johannesburg 2093
Qualification BA LLB
Position Independent non-executive director
Experience David is currently the CEO of ProAfrica Property Services and Chairman of
listed, Acsion Property Fund. He has been involved in the listed Property arena
since 2001 as fund manager for Capital and Centre City property funds which
now largely form part of Hyprop. David is an admitted Advocate.
Name and age Gregory Clifford Bayly (Gregory) (47)
Business address Pinotage House, Vineyards Office Estate, 99 Jip de Jager Road, Bellville, 7530
Qualification BAcc, BComm (Hons), LLB ACMA, CGMA
Position Independent non-executive director
Experience Gregory is currently the chief investment officer at Southchester Investment
Managers. He was previously the portfolio manager at Gryphon Asset
Management from 1991 to 2007 where he managed and advised on a variety of
properties. Gregory has also worked as an outsourced portfolio manager for
various asset management companies from 2009 to 2011.
All of the directors are South African nationals
6. Property management
The property management function of the company is undertaken internally.
7. Asset management
The asset manager, being Castleview Asset Managers, has been appointed to manage the property portfolio.
The asset manager will manage the property portfolio for an initial period of 10 years after which the asset
management agreement shall be renewable for a further period of five years from the expiry date and thereafter
for further consecutive periods of five years. Any such renewal of the asset management agreement must be
approved by an ordinary resolution of disinterested Castleview shareholders at a general meeting of
shareholders.
The asset manager will be entitled to:
- a fee equal to 0.5% of the enterprise value, payable monthly; and
- a transaction fee equal to 1% of the value of any new assets acquired by the company.
8. Summarised forecast information
Given the nature of its business, Castleview uses distribution per share as its key performance measure as it is
considered a more relevant performance measure than earnings or headline earnings per share.
Set out below are the summarised forecast statements of comprehensive income (“summarised forecasts”) for
the period ending 28 February 2018 and the year ending 28 February 2019 (“forecast periods”). The
summarised forecasts include forecast figures for the duration of the forecast periods.
The summarised forecasts, including the assumptions on which they are based and the financial information
from which they are prepared, are the responsibility of the directors of Castleview.
The summarised forecasts have been prepared in compliance with IFRS and in accordance with Castleview’s
accounting policies.
Period from
incorporation to Year ending
R 28 February 2018 28 February 2019
Distributable Income 4 032 987 13 933 869
Shares in issue at period end 33 000 000 33 000 000
Weighted average shares in issue 33 000 000 33 000 000
Earnings and diluted earnings per share 0,08 0,48
Headline earnings and diluted headline earnings 0,08 0,48
per share
Distribution per share 0,12 0,42
Indicative share price 5,00
The figures set out above are extracted from the detailed forecasts for the period ending 28 February 2018 and
the year ending 28 February 2019 and have been reported on by the independent reporting accountant, Nolands
Inc. The detailed forecasts, the independent reporting accountants’ report on the detailed forecasts and the
assumptions on which the detailed forecasts are based, are set out in the full pre-listing statement.
9. Salient dates and times
2017
Abridged pre-listing statement released on SENS on Wednesday, 13 December
Abridged pre-listing statement published in the press Thursday, 14 December
Listing of shares and the commencement of trading on the JSE Wednesday, 20 December
(09:00) on
Notes
1. All references to dates and times are to local dates and times in South Africa. These dates and times are subject to
amendment. Any such amendment will be released on SENS.
10. Availability of the full pre-listing statement
Copies of the pre-listing statement may be obtained on the company’s website at www.castleview.co.za from
Wednesday, 13 December 2017.
13 December 2017
Corporate advisor and sponsor Legal advisors Independent reporting accountants and auditors
Java Capital Cliffe Dekker Hofmeyr Nolands
Date: 13/12/2017 03:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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