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Disposal of The Orion House Enterprise
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion " or “the Company” or “the Group”)
Disposal of The Orion House Enterprise
1. Introduction
Shareholders are advised that the Orion Property Holding Trust (“the Seller”), a trust which holds
the properties managed by Orion Real Estate on behalf of the Company and for the benefit of the
Company has received an offer from Braamby Trading Proprietary Limited (“Braamby” and the trustees
for the time being of the Truzen 130 Trust (“Truzen”), (collectively the “Purchaser”) to purchase
the property known as Orion House, situated at 49 Jorrisen Street, Johannesburg, Gauteng (“the
Property”) and the leases managed by the Company in respect thereof (together the “Disposal”).
Accordingly, the Seller has accepted the Purchaser’s offer to purchase the Property for a consideration
of R102,5 million, inclusive of VAT at 0%. Neither purchaser is a related party to the Seller. The details
of the indirect beneficial shareholders of both parties have been requested and will be published in due
course once received.
2. Rationale for the Disposal and Application of Proceeds of the Disposal
Recent events as previously announced on SENS have led to the decision by Orion to dispose of the Orion
House Property, a portion of the proceeds which will be applied to settle a portion of the amount due to
Investec (in the event that amounts due to Investec have not already been settled or guarantees issued
from other property sales).
3. Suspensive Condition
The disposal is subject to the suspensive condition that the Purchaser being satisfied with the results
of its due diligence investigation by no later than 15 March 2019.
In terms of the due diligence investigation:
a) The Purchaser is to satisfy itself with its investigations into the Property;
b) The Seller is to obtain, by no later than 7 March 2019, a certificate from Investec, to the satisfaction
of the Purchaser, consenting to the sale of Property and accepting an amount no more than R85,000,000
(eighty five million Rand) in respect of the bond registered over the Property; and
c) The Seller is to obtain, by no later than 7 March 2019, clearance figures by the relevant local authority
in order to issue a clearance certificate in respect of rates, utilities and any other amounts due to the
local authority.
4. Terms of the Disposal
The purchase price of R102 500 000 and payment thereof is to be settled as follows:
4.1 R10 000 000 shall be settled by way of cash, once all the suspensive conditions have been fulfilled, which
amount shall be payable to the transferring attorneys who shall use the proceeds to first obtain clearance
certificate from the local authority (in accordance with paragraph 3 (c) above) and thereafter the balance
may be released to the Seller.
4.2 The balance of R92,500,000 shall be secured by way of a bank guarantee, by no later than 15 March 2019,
acceptable to Investec and the Seller (“Guarantee”).
4.3 The Guarantee shall be payable on:
(a) registration of transfer of the Property;
(b) cancellation of all existing mortgage bonds registered over the Property; and
(c) registration of one or more mortgage bonds by either or both of the Purchasers over the Property;
If VAT becomes payable by the Seller, the consideration will be deemed to be exclusive of VAT and the Purchaser shall,
on written demand from the Seller, be obliged to pay the amount of VAT to the Seller on the transfer of the Property.
The effective date will be the date of transfer of the Property.
5. Description of the Property
The Property specific information is detailed below:
PROPERTY NAME ADDRESS LOCATION SECTOR
Orion House 49 Jorrisen Street, Gauteng Retail, Offices &
Braamfontein, Hotel
Johannesburg,
Gauteng
WEIGHTED AVERAGE
RENTABLE AREA NET RENTAL PER M2 TENANT PROFILE
22 000 sqm inclusive of R35 per sqm Virgin Active Red, The
parkade & store rooms Devonshire Hotel, Orion Group
H/O, Capitec, Old Mutual,
African Bank, JHB City College,
Mochachos, Atlas Finance,
number of smaller tenants.
6. Financial Information
The disposal consideration of R102,5m approximately the carrying value of R120 million, attributed to the Property
by independent professional valuers, Quadrant Properties, Peter Parfitt as at 30 June 2018.
The bond on the property amounted to R21 700 000 as at 30 June 2018.
The aggregate net rental received in respect of the aforementioned property amounts to R675 000 per month, excluding
VAT. A portion of the building is also occupied by the head office of Orion.
It is expected that transaction fees of not more than 1,5 % of the total disposal consideration will be payable on
the transfer of the Property.
7. Warranties
The normal warranties are in place for a disposal of this nature.
8. Classification of the Disposal and cautionary announcement
The Disposal is classified as a Category 2 transaction in terms of section 9 of the JSE Listings Requirements and
will accordingly not require shareholder approval.
JOHANNESBURG
26 February 2019
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 26/02/2019 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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