MIDDELBURG PICK N PAY

Transcription

1 AUCTION BROCHURE Date Venue Contact 26 th March 2015, 12H00 The Wanderers Club, 21 North Street, Illovo, Sandton, Gauteng Norman Raad MIDDELBURG PICK N PAY 25 WALTER SISULU STREET, CNR JOUBERT STREET

2 Opportunity Summary Description The property is improved with a neighbourhood shopping mall that is divided into ±23 lettable areas. The anchor tenant (Pick n Pay) occupies approximately 61% of the building while a number of national and local tenants occupy some of the remaining space. There are demarcated open parking bays provided on a large parking lot on the western boundary of the centre. There are also ample on-site loading bays on the northern boundary of the erf on Joubert Street. Erf Size 9 918m² Zoning Business 1 Gross Lettable Area 7,622m 2 GLA Tenanted 6,345m 2 GLA Vacant 1,276m 2 ) Tenancy Pick n Pay is the anchor tenant while a Laundromat and various clothing and shoe businesses taking up most of the smaller shops. There are two Standard Bank ATM s in the centre conveniently located close to the Pick n Pay cash registers. Gross Income (including Recoveries) Total: R3,843,946 per annum 25 Walter Sisulu Street, Middelburg Page 2 of 63

3 Contents Disclaimer Property Summary Locality Property Description Tenancy Overview / Financial Summary Pictures Additional Information Notes The rules of auction are available at our offices. The auction is conducted in terms of the Regulations relating to auctions contained in The Consumer Protection Act 68 of 2008 and notice is given that all sales are subject to a minimum reserve unless otherwise stated. Disclaimer: Whilst all reasonable care has been taken to obtain the correct information, neither Broll Auctions and Sales (Pty) Ltd, nor any of its subsidiaries and related companies, nor the Sellers, guarantee the correctness of the information, and none of the aforementioned will be held liable for any direct or indirect damages or loss, of whatsoever nature, suffered by any person as a result of errors or omissions in the information supplied, whether due to the negligence or otherwise of Broll Auctions and Sales and its subsidiaries and related companied, the Seller, or any other person. 25 Walter Sisulu Street, Middelburg Page 3 of 63

4 1. Property Summary General Property Address Suburb & City Corner Joubert and Walter Sisulu Streets Middelburg, Steve Tshwete Local Municipality Title Deed Information Title Deed Number T127526/2001 Registered Owner S A Retail Prop Pty Ltd Title Deed Description Erf 5180 Middelburg Erf Extent 9 918m² Municipal Information The local authority in which the properties are situated is the Middelburg Municipality. According to the permitted zoning scheme the properties are zoned as follows: Town Planning Information Zoning Business 1 F.A.R 2.0 Height 4 Storeys Coverage Ground floor: 90%; Other floors: 75% Building Lines Street: 5m; Rear: 2m; Other: 2m Parking As per Steve Tshwete Town Scheme, Walter Sisulu Street, Middelburg Page 4 of 63

5 2. Locational Analysis GPS co-ordinates for the property are: , MICRO MAP 25 Walter Sisulu Street, Middelburg Page 5 of 63

6 3. The Property Description of Improvements Primary Use Roof Ceilings Walls Floor Coverings Conditions Retail Neighbourhood Shopping Centre IBR Roofing with translucent sheeting over corridors / walkways Suspended ceilings with central air conditioning Various (Face Brick and dry walling) Ceramic Tiling In general the centre is well maintained and future maintenance costs will be reduced because external walls are face brick. Accommodation Details This is a well located neighbourhood shopping centre on a busy main route within Middleburg Central Business District (Mpumalanga Province). The property is improved with a neighbourhood shopping mall that is divided into ±23 lettable areas. The building comprises a large face brick structure that is covered with IBR roof sheets. Translucent IBR roof sheets provide additional natural lighting inside the building. Floors are generally tiled and internal fittings and finishes are of good quality. The anchor tenant (Pick n Pay) occupies approximately 61% of the building while a number of national and local tenants occupy some of the remaining space. There are demarcated open parking bays provided on a large parking lot on the western boundary of the centre. There are also ample on-site loading bays on the northern boundary of the erf on Joubert Street. Measurements Description GLA Pick n Pay 4641 Other Shops(Occupied) 1599 Current Vacancies 1382 TOTAL GROSS LEASABLE AREA Walter Sisulu Street, Middelburg Page 6 of 63

7 Tenancy Overview Pick n Pay is the anchor tenant while a Laundromat and various clothing and shoe businesses taking up most of the smaller shops. There are two Standard Bank ATM s in the centre conveniently located close to the Pick n Pay cash registers. The rent roll provided reflects the following tenants: No. Tenant Size - m² Lease Exp. Esc % 0 Pick n Pay Oct % 1 Vacant % 2 Vacant 39 8% 3A I smart Tech Jun-15 0% 3B Vacant 13 8% 4 and 5 Hanson Fashion Jul-17 8% 6 Vacant 77 8% 7 Standard Bank ATM Sep-16 5% 8 Vacant 76 8% 9 Pep Apr-15 8% 10 Marsh Beauty Salon Apr-15 8% 11 and 12 Vacant next page 195 8% 13 Photo Glory 30 M to M 10% 14 Rage Feb-16 8% 15 Eazi Laundromat Oct-15 10% 16 Cell World 37 M to M 10% 17, 18 &19 Vacant 565 7% 20 Vacant 186 8% 20A Vacant 90 8% 21 ICA office national Jan-15 10% 22 & 23 Clearance store Aug-19 8% 23A Rage Apr-15 9% 24 Vacant 100 8% 25 Walter Sisulu Street, Middelburg Page 7 of 63

8 Income Forecast Currently there are 13 contributors to the monthly income including Pep Stores, Pick n Pay and Standard Bank. The gross average income is reflected as R324, per month which translates into R3, 896, per annum. Shops 11 and 12 have recently been let to Elegant Streetwear who took occupation in November The lease has been signed on the following terms: Lease term 60 months (commencing 1 November 2014) Basic Rental R Operational Cost R Assessment Rates R Insurance R Refuse R Negotiations for Shop 17 & 18 are underway. 25 Walter Sisulu Street, Middelburg Page 8 of 63

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10 MIDDLEBURG PICK n PAY INCOME & EXPENSE BUDGET 2015 DESCRIPTION Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Grand Total PROPERTY INCOME Basic Turnover Insurance Electricity Water Sewerage and Sanitation Refuse Rates Operating costs Marketing Fund PROPERTY INCOME TOTAL PROPERTY EXPENSE Contract cleaning - contract cost Cleaning materials Fumigation Cleaning - variable costs Insurance premium Management fees On-Site Marketing Electricity - variable cost Refuse - fixed costs Sewerage and Sanitation Rates Water charges - variable cost Painting - variable cost Plumbing - variable cost Roof repairs Airconditioning - contract cost Fire Prevention - contract cost Electrical - planned irregular maintenance Structural - variable cost Contract security Garden & Landscaping - contract cost Garden & Landscaping - variable cost Meter reading - Utility Mng Services PROPERTY EXPENSE TOTAL NET PROPERTY INCOME Walter Sisulu Street, Middelburg Page 10 of 63

11 IMAGES 25 Walter Sisulu Street, Middelburg Page 11 of 63

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14 4. Pick n Pay Lease Agreement 25 Walter Sisulu Street, Middelburg Page 14 of 63

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43 5. Addendum to Pick n Pay Lease 25 Walter Sisulu Street, Middelburg Page 43 of 63

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47 6. Pick n Pay Turnover Certificate 25 Walter Sisulu Street, Middelburg Page 47 of 63

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52 AUCTION BROCHURE Date Venue Contact 26 th March 2015, 12H00 The Wanderers Club, 21 North Street, Illovo, Sandton, Gauteng Norman Raad Title Deed

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57 8. Zoning Certificate 25 Walter Sisulu Street, Middelburg Page 57 of 63

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60 9. SG Diagram 25 Walter Sisulu Street, Middelburg Page 60 of 63

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62 10. Building Plans 25 Walter Sisulu Street, Middelburg Page 62 of 63

63 Notes 25 Walter Sisulu Street, Middelburg Page 63 of 63

64 RSG/dcy ID Page 2 IMMOVABLE PROPERTY DATE OF AUCTION : 26 March, 2015 PLACE OF AUCTION : The Wanderers Club, 21 North Street, Illovo, Johannesburg TIME OF AUCTION : 12pm AUCTION HOUSE : Broll Auctions and Sales (Pty) Ltd (Registration Number 2014/250826/07) AUCTIONEER : Ismail Hendricks Suite 4, 1 st Floor, Atholl Square, Cnr Katherine Drive and Wierda Road East, Sandown Contact number: Ihendricks@broll.com Will offer for sale by public auction the following immovable property: ERF : 5180 Middelburg KNOWN AS : Cnr Joubert & Walter Sisulu Streets, Middelburg (25 Church Street) IN EXTENT : 9,918m² TITLE DEED : T127526/2001 RULES OF AUCTION 1.1. Each prospective bidder must read these Rules of Auction together with the attached Conditions of Sale Agreement and must not bid unless he or she has done so The sale by auction is subject to a reserve price The auctioneer or his agent shall be entitled to bid up to the reserve price on behalf of the owner, but shall not be entitled to make a bid equal to or exceeding the reserve price Section 45 subsection (2) of the Act provides that: When goods are put up for sale by auction in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction The auction will commence at the published time and will not be delayed to allow any specific person or more persons in general to take part in the auction Registration to bid at the auction: Anyone that intends to bid at the auction must register his or her identity on the bidder s record prior to the commencement of the auction. Such registration must meet the requirements of FICA (Financial Intelligence Centre Act, 2001) in respect of the establishment and verification of identity of the person, and the person must sign the registration entry A person who attends the auction to bid on behalf of another person (i.e. on behalf of a company) must produce a letter of authority that expressly authorises him or her to bid on behalf of that person and the person bidding on his or her behalf must meet the requirements set out in clause above. Where a person is bidding on behalf of a company the letter of authority must appear on the letterhead of the company and must be accompanied by a certified copy of the resolution authorising him or her to bid on behalf of the company. 1.8 The bidder s record and the vendor roll will be made available for inspection at the offices of Broll Auctions and Sales (Pty) Ltd during normal business hours without the charge of a fee. The bidders record will also be available for inspection at the auction. 1.9 Broll Auctions and Sales (Pty) Ltd has a trust account. All money due to the seller in terms of the Rules of Auction will be paid into this trust account for the benefit of the seller, minus any commission payable to Broll Auctions and Sales (Pty) Ltd The rules of auction comply with section 45 of the Consumer Protection Act, Act 68 of 2008 ( the Act ) and with the Consumer Protection Act Regulations ( the Regulations ) that have been published in terms thereof The auctioneer will during the auction announce the reason for the auction unless that reason is the normal and voluntary disposal of property by the seller.

65 Page 3 Page The total cost of advertising and conducting the auction of the property is R35, which costs are broken down as follows: Advertising costs; I the AUCTIONEER do hereby certify that, to the best of my knowledge, these Rules of Auction meet the requirements of regulation 21 of the Consumer Protection Act Regulations as published in Government Gazette No of 1 April Brochure and marketing material; Auction venue costs; Photography. AUCTIONEER (duly authorised) DATE 1.12 The conduct of the auction is subject to the control of the auctioneer who has the sole right to regulate the bidding procedure The sale shall be by the rise and the property shall be sold to the highest bidder subject to the Rules of Auction Every bid shall constitute an offer to purchase the property for the amount bid upon the terms and conditions contained in the Conditions of Sale, which the seller or the auctioneer may accept or reject in their absolute discretion. The seller shall be entitled, in its absolute discretion, to withdraw the property from sale prior to acceptance by the seller If no bid equals or exceeds the reserve price, the property may be withdrawn from the auction. The seller shall be entitled to instruct the auctioneer to accept any lower bid In the event of any dispute between the bidders, the decision of the auctioneer shall be final and binding Any error by the auctioneer shall be entitled to be corrected by him No bid may be withdrawn after the fall of the hammer until the expiry of the confirmation period that is provided for in the Conditions of Sale, during which time the offer shall be open for acceptance by the seller or his agent and if the offer is accepted, the sale shall be deemed to be a sale by auction for purposes of the Act The highest bidder ("the purchaser") shall sign the Conditions of Sale immediately on the fall of the hammer.

66 Page 5 Page 6 PURCHASER SCHEDULE TO AUCTION SALE AGREEMENT SA RETAIL PROPERTIES PROPRIETARY LIMITED Registration Number 1999/025764/07 Vat Registration Number ("the Seller") IDENTITY / REGISTRATION NUMBER NAME OF PERSON SIGNING ON BEHALF OF PURCHASER AUCTION SALE AGREEMENT BEING AN ANNEXURE TO THE SCHEDULE OF PARTICULARS CAPACITY OF SIGNATORY PURCHASER'S DOMICILIUM Physical: Tel: PURCHASE PRICE (HIGHEST BID) DEPOSIT (5% OF PURCHASE PRICE) COMMISSION (10% OF PURCHASE PRICE) VAT ON COMMISSION TOTAL AMOUNT PAYABLE BY PURCHASER ON AUCTION DATE BALANCE OF PURCHASE PRICE

67 Page 7 Page 8 CONTENTS Page No Definitions 1. Definitions... 8 Auction Procedure Sale Vat Purchase Price Commission Investment Mandate Confirmation Possession Liabilities Voetstoots Certificate of Compliance CPA Dispute Resolution Jurisdiction Transfer Fixtures and Fittings Destruction Breach Delay in Transfer Sale Domicilium and Notices Resolutions General Period for Acceptance Reference to the plural includes the singular and vice versa, unless inconsistent with the context. 1.2 The clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation. 1.3 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive clause in the body of the agreement, notwithstanding that it is only contained in the interpretation clause. 1.4 If any period is referred to in this agreement by way of reference to a number of Days, the Days shall be reckoned exclusively of the first and inclusively of the last Day unless the last Day falls on a Saturday, Sunday or public holiday, in which case the last Day shall be the next succeeding Day which is not a Saturday, Sunday or public holiday. 1.5 In this agreement, unless inconsistent with the context, the following expressions shall have the meanings set forth against them: (a) "AFSA" means the Arbitration Foundation of Southern Africa; (b) "Auction Date" means the date of the auction of the Property by the Auctioneer; (c) Auctioneer means Broll Auctions & Sales Proprietary Limited, registration number 2014/250826/07, Vat number represented by Ismail Hendricks; (d) "Auctioneer's Trust Account" means Broll Auctions and Sales Pty Limited, Trust Account Number , FNB Hyde Park, Branch Number ; (e) "Business Day" means a day other than a Saturday, Sunday or public holiday; (f) CPA means the Consumer Protection Act No. 68 of (g) "the Commission" means the Auctioneer's Commission on the sale, as recorded in the Schedule, plus Vat; (h) Conveyancers means Cox Yeats, 2nd Floor, 21 Richefond Circle, Ridgeside Office Park, Umhlanga Ridge, rgreen@coxyeats.co.za, Telephone: ;

68 Page 9 Page 10 (i) "Conveyancers Trust Account" means: (u) Municipality means the Steve Tshwete Local Municipality; Cox Yeats Trust Account No (v) parties means the parties to this agreement and party means one of the parties; Standard Bank, Kingsmead Branch, Durban Branch Code: Confirmation of payment to be faxed to ; (j) "Date of Occupation" means the Date of Transfer. (w) Property means: (k) "Date of Signature" means the last date of signature hereof by one of the parties hereto; Erf 5180 Middelburg, Registration Division J.S., Province of Mpumalanga In Extent: 9918 (Nine Thousand Nine Hundred and Eighteen) square metres (l) "Date of Transfer" means the date on which the transfer of the Property is registered Held under Deed of Transfer Number T127526/2001 into the name of the Purchaser; situate at the Corner of Joubert & Walter Sisulu Streets, Middelburg. (m) "Day" means a calendar day; (x) "SARS" means the South African Revenue Service; (n) "the Deposit" means the deposit recorded in the Schedule being 5% of the purchase price; (y) "Savings Account" means a separate trust savings account either with Grindrod Bank Limited or Investec Bank Limited or Nedbank Limited ("the Bank") opened by (o) Electrical Installation Regulations means the Electrical Installation Regulations, the Conveyancers in terms of Section 78(2A) of the Attorneys Act of 1979; 2009 promulgated in terms of the Occupational Health & Safety Act No. 85 of 1993; (z) "Schedule" means the Schedule to which this Agreement is an annexure; (p) "FICA" means the Financial Intelligence Centre Act No. 38 of 2001; (q) "Fund Manager" means SA Corporate Real Estate Fund Managers Limited, Registration Number 1994/009895/06; (aa) "Trustee" means FirstRand Bank Limited, Registration Number 1929/001225/06 acting as trustee for the SA Corporate Real Estate Fund, a collective investment scheme in property as provided for in terms of the Collective Investment Schemes Control Act of 2002; (r) "JSE" means the securities exchange licensed in terms of the Financial Markets Act No. 19 of 2012 owned and operated by JSE Limited Registration Number (bb) VAT means value added tax as provided for in the VAT Act; 2005/022939/06' (cc) VAT Act means Value Added Tax Act No. 89 of 1991, as amended. (s) "Leased Premises" means the various shops, showrooms and offices, as the case may be and other lettable areas in the buildings on the Property including parking areas' Auction Procedure 2. (t) "Leases" means the existing lease agreements between the Seller as landlord and the tenants of the Leased Premises including any rental or other guarantees or suretyships, should such guarantees be capable of cession to the Purchaser; 2.1 The conduct of the auction is subject to the control of the Auctioneer who has the sole and unfettered right to regulate the bidding procedure and the structure of the auction.

69 Page 11 Page Every bid shall constitute an offer to purchase the Property for the amount bid. 2.3 The sale shall be by the fall of the hammer and the Property shall be sold to the highest bidder accepted by the Auctioneer, subject to these terms and conditions. 2.4 Should there be a dispute between the bidders, the decision of the Auctioneer shall be final and binding. 2.5 Should the Auctioneer commit any error in the conduct of the auction, the Auctioneer shall be entitled to correct such error at any time and no party shall have any claim for damages or otherwise against the Auctioneer or the Seller as a result thereof. 2.6 The Auctioneer shall be entitled to reject any bid and shall not be obliged to give any reasons therefor. 2.7 The Auctioneer shall, in his sole discretion, be entitled to re-open the bidding at any time in the event that he deems it appropriate to do so Should any conflict between these terms and conditions and any pre sale advertising or information made available to prospective buyers, by any person, then in such event these terms and conditions shall apply and take precedent to the extent of such conflict and no party shall have any claims of whatsoever nature against the Auctioneers or the Seller occasioned by such change. 3. Sale Pursuant to the Purchaser being the highest bidder on the Auction Date, the Seller hereby sells to the Purchaser, which hereby purchases the Enterprise voetstoots as a going concern upon the terms and conditions set out herein. 4. Vat 4.1 The Seller and the Purchaser are both registered vendors for VAT purposes. 2.8 The highest bidder accepted by the Auctioneer shall be the Purchaser ( Purchaser ) who shall be obliged to sign this agreement on the spot immediately after conclusion of the auction, failing which, the Auctioneer may summarily cancel the sale and re-auction the Property, in which event : 4.2 In accordance with the requirements of Section 11 (1) (e) of the VAT Act, the Purchaser and the Seller record that they have agreed that: (a) The Enterprise is disposed of as a going concern; (a) neither the Auctioneer nor the Seller shall attract any liability for such action; and (b) The Enterprise will be an income-earning activity on the Date of Transfer thereof;. (b) the Seller s rights to claim any damages from the Purchaser shall not be affected by such cancellation. (c) The assets which are necessary for the carrying on of the Enterprise have been sold by the Seller to the Purchaser; 2.9 Should the Auctioneer commit any bona fide error in the conduct of the auction or in concluding the sale or arising from any incorrect reference as regards the Property then in such event, the Auctioneer shall be entitled to correct such error and neither the Auctioneer nor the Seller shall be liable for any damages arising from such error. Should the error not be capable of being corrected then the sale shall be deemed not to have taken place and no party at the auction shall have any claim against the Auctioneer or the Seller arising from the cancellation of the sale The Auctioneer shall be entitled in his sole and unfettered discretion to suspend the continuation of the auction process in which event no party at the auction shall have any claim against the Auctioneer or the Seller. (d) The purchase consideration includes VAT at the rate of zero per cent. 4.3 The parties undertake, on signature hereof to supply each other and the Conveyancers with a copy of the notice of registration as a vendor namely Form VAT If, notwithstanding the aforegoing, VAT is or becomes payable at a rate other than 0% then the Purchaser shall, on demand, pay to the Seller an amount equal to the VAT so payable together with any penalties or interest which may be levied on such VAT.

70 Page 13 Page 14 Purchase Price The Purchaser acknowledges, as required by the KwaZulu-Natal Law Society, that while the funds are so invested, the funds are not protected against a possible liquidation of the Bank. The purchase price inclusive of Vat at 0% shall be payable in cash on the Date of Transfer and pending the Date of Transfer shall be secured by way of : (a) an amount equal to the Deposit being paid on the date of signature hereof by the Purchaser into the Auctioneer's Trust Account by direct electronic funds transfer; and (b) the balance of the purchase price being secured by the issue of bank guarantees expressed to be payable on the Date of Transfer and drawn in a manner acceptable to the Conveyancers such guarantees to be delivered to the Conveyancers within thirty (30) Days of the Date of Signature. 7.5 The Purchaser further acknowledges that the Conveyancers are not able to place the funds into a Savings Account until supplied with all the prescribed Fica documents applicable to the Purchaser. The Purchaser undertakes to sign the declaration required in terms of the Foreign Account Tax Compliance Act ("FATCA") which is annexed hereto. 7.6 Should the funds invested in a Savings Account be required by the Conveyancers to procure the issue of a guarantee by the Bank in favour of a third party, the Purchaser expressly consents to the issue of a guarantee by the Bank against a pledge of the invested funds to secure payment by the Purchaser of the purchase price due to the Seller and to the Seller's bondholder, payment to be effected on the Date of Transfer. The Purchaser hereby pledges and cedes the Purchaser's right title and interest in and to the funds to the Bank. Commission 6. Confirmation 8. In addition to the purchase price, the Purchaser shall be liable for selling commission equal to ten percent (10%) of the purchase price plus Vat which amount shall be payable on signature hereof by the Purchaser into the Auctioneers Trust Account. The board of directors of the Fund Manager or any delegated authority and also the Trustee have given their written approval to this transaction at a purchase price not less than the reserve price stipulated by the Fund Manager and Trustee. Investment Mandate 7. Possession The Purchaser, as a South African resident, hereby confirms that the Conveyancers are authorised to invest the money or moneys deposited with the Conveyancers into a Savings Account. 7.2 The investment is subject to the payment or payments made to Conveyancers being unconditionally credited to the Conveyancers Trust Account and not being reversed 7.3 The investment shall be on a temporary basis pending the transfer of the Property or the earlier termination of this transaction. The Conveyancers shall have exclusive control of the moneys in the Savings Account and shall, upon completion or termination of the transaction, account to the Purchaser for the interest earned less the cost of administering the investment which amounts to approximately 5% of the interest earned plus VAT. Any refund of moneys to the Purchaser will include the accrued interest thereon. 9.1 Possession of the Enterprise shall be given to the Purchaser on the Date of Transfer from which date the risk in and to the Enterprise shall pass to the Purchaser and from which date the Purchaser shall become entitled to all of the income of the Enterprise and shall be liable for the payment of expenses relating to rates, levies, insurance premiums, utility charges such as electricity, water and refuse removal and all other outgoings in respect of the Enterprise. 9.2 Prepaid expenses and any accrued income of the Seller as at the Date of Transfer shall be adjusted between the Purchaser and the Seller at the Date of Transfer. 9.3 Within a period of sixty (60) Days from the Date of Transfer, the Seller shall cause an adjustment account to be prepared and delivered to the Purchaser, which account shall finalise the apportionment between the Seller and the Purchaser regarding, but not limited to, inter alia, contractual payments, rates, levies, insurance premiums, utility charges and services and all other outgoings.

71 Page 15 Page Should the existing tenant/s be in arrears with their rentals on the Date of Transfer, the Seller shall be entitled to apportion any deposits, plus interest, held by the Seller towards the payment of such arrears. The apportionment will be shown in the adjustment account and reasonable documentary evidence will be provided to the Purchaser for the entry. 9.5 All payments received from tenants in terms of the Leases after the Date of Transfer shall be apportioned firstly towards arrear rentals, operating costs and amounts due to the Seller and thereafter towards amounts owing to the Purchaser. 9.6 The Purchaser may dispute any one or more of the items appearing in the adjustment account by giving to the Seller written notice of such dispute within a period of ten (10) Days after receipt of both the adjustment account and the documents referred to herein. 9.7 The amount payable by the Seller to the Purchaser or by the Purchaser to the Seller, as the case may be, shall be paid within five (5) Business Days of the later of the adjustment account being finalised or resolved in terms of clause 9.6 hereof. 12. Certificate of Compliance Prior to the Date of Transfer the Seller at its expense shall obtain a certificate of compliance issued by a registered person as defined in the Electrical Installation Regulations in accordance with the provisions of Regulation 7(1) to the effect that the electrical installations in the Property are deemed to be reasonably safe when properly used. 13. CPA Pursuant to the provisions of section 5(2)(b) of the CPA, the Purchaser warrants that its asset value or annual turnover exceeds the threshold value determined by the Minister in terms of section 6 of the CPA and that accordingly the CPA does not apply to this transaction. The Seller shall be entitled to ask the Purchaser to provide proof that its asset value or annual turnover exceeds the threshold value, which proof shall be provided within five (5) days of request to do so. 9.8 If the Purchaser gives notice of a dispute, representatives of the Purchaser's auditors and of the Seller or of the Seller's auditors shall meet to endeavour to resolve the dispute. If the representatives are not able to resolve the dispute, the difference of opinion between the parties shall be referred to and settled by arbitration as provided for in clause 14 hereof. Dispute Resolution 14.1 Should any dispute arise between the parties at any time in regard to: 14. Liabilities 10. (a) any matter arising out of or relating to this agreement; The Seller indemnifies and holds the Purchaser harmless against any claims which may be made by a tenant or a third party in respect of a cause of action relating to the Enterprise which arises from an event which occurred before the Date of Transfer. (b) (c) the interpretation of this agreement; the termination of this agreement or any matter arising out of the termination of this agreement; Voetstoots 11. (d) a claim for rectification of this agreement; The Enterprise is sold voetstoots and subject to all defects whether patent or latent and the Property is sold subject to all servitudes and conditions whether contained in the title deeds or otherwise. The Purchaser acknowledges being fully acquainted with the Property, its locality, nature, extent, boundaries and beacons, the Purchaser not having relied upon any representations or warranties other than those contained in this agreement. the parties shall, within twenty-one (21) Days of the dispute arising, endeavour to resolve their differences by negotiation. If the parties are unable to reach agreement, either party may in writing declare a dispute and require the dispute to be submitted to arbitration This clause 14.2 shall not preclude any party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of an arbitrator The arbitration shall be held :

72 Page 17 Page 18 (a) (b) (c) (d) in Johannesburg; with only the representatives and legal representatives of the parties present; and in accordance with the rules and procedures of AFSA; / or in terms of the Arbitration Act; and shall be completed within twenty-one (21) Days of the declaration of the dispute. 15. Jurisdiction The parties consent to the jurisdiction of the Western Cape High Court, Cape Town to any legal proceedings which may be instituted pursuant to the provisions of this agreement. 16. Transfer 14.4 The arbitrator shall be, if the matter in dispute is principally : (a) a legal matter, an advocate or attorney practising in Pretoria with at least fifteen (15) years experience; (b) an accounting matter, a chartered accountant practising in Pretoria with at least fifteen (15) years experience; or (c) any other matter, an independent person agreed upon between the parties Transfer of the Property shall be attended to by the Conveyancers and the costs of transfer including the costs of rates or levy clearance certificates shall be paid by the Purchaser. The parties undertake to sign the transfer documents when called upon to do so and the Purchaser undertakes to pay the pro forma conveyancing account of the Conveyancers upon rendition thereof To facilitate compliance with FICA, the parties are required to supply the Conveyancers with copies of the documents reflected on the Document Schedule annexed hereto as soon as possible after the Date of Signature Should the parties, within five (5) Business Days of the declaration of the dispute, fail to agree on the nature of the dispute, then the dispute shall be deemed to be a legal matter Should the parties, within the five (5) Business Days referred to in clause 14.5, fail to agree on an arbitrator, either party may ask the President or a Vice President of the Law Society of the Northern Provinces to appoint an arbitrator The award of the arbitrator shall be final and binding on the parties and either party may apply to a court of competent jurisdiction to make the award a court order The provisions of this clause 14.8 : 16.3 The parties warrant that all VAT and income tax returns they are obliged to submit to SARS have been duly submitted and all VAT and income tax due by the respective parties to SARS has been paid. 17. Fixtures and Fittings The Property includes all fixtures and fittings of a permanent nature including burglar guards, light fittings, air conditioning units, security systems, gate controls, garbage compaction units, access controls, telephone PBX systems, any escalators or lifts and fitted carpets but excluding fittings to be removed pursuant to the cancellation of contracts with any service providers. (a) constitute an irrevocable consent by the parties to any dispute between them being resolved by arbitration and they acknowledge that they shall not be entitled to claim that they are not bound by the outcome of the arbitration; and Destruction 18. (b) are severable from the rest of this agreement and shall remain in force notwithstanding the termination of this agreement or the invalidity for any reason of the terms of this agreement, 18.1 Should any of the buildings on the Property be destroyed or damaged prior to the Date of Transfer to the extent that in the sole opinion of either party it is not economically viable to rebuild or repair the buildings, such party shall be entitled within thirty (30) Days of the occurrence of the damage or destruction to cancel this sale by giving written notice thereof to the other party.

73 Page 19 Page Should one party so elect to cancel this sale, any amounts paid by the Purchaser together with accrued interest thereon shall be refunded to the Purchaser and thereafter neither party shall have any claim against the other arising from the terms of this agreement Should neither party elect not to cancel this sale, the Seller shall not be obliged to reinstate the buildings and the Purchaser shall be obliged to fulfil its obligations in terms of this agreement by taking transfer of the Property against payment of the purchase price, save that the purchase price shall be reduced by the difference between the market value of the Property at the Date of Signature and the market value of the Property on the day following the date of damage or destruction, as the case may be Pursuant upon neither party electing to cancel this sale, the Seller shall give written notice to the Purchaser of what the Seller considers the reduction in purchase price to be. Should the parties fail to reach agreement thereon, the parties shall refer the matter to an independent property valuer mutually agreed upon by the parties and such valuer shall determine the reduction in the purchase price. The valuer s decision shall be binding upon the parties If the parties cannot agree on the appointment of an independent valuer, each party shall appoint a sworn valuer who has not less than seven (7) years experience in commercial real estate in the area of the Property and those two valuers shall endeavour to reach agreement on the reduction in the purchase price of the Property. Should the valuers fail so to agree, they shall refer the matter to a third valuer who will act as an umpire and whose decision shall be final and binding upon the parties. Should the valuers be unable to agree on the appointment of an umpire within three (3) days of their appointment, either party may request the President of the law society of the province in which the Property is situate to appoint an umpire. The umpire thereupon shall determine the reduction in purchase price which shall be binding upon the parties The valuers and/or the umpire shall act as experts and not as arbitrators and the decision of such valuers and/or the umpire, including a decision concerning the costs incurred in resolving the dispute between the parties, shall be final and binding on the parties The valuers or the umpire, as the case may be, shall afford the parties a reasonable opportunity to make representations concerning the market value of the Property and what the parties consider should be a fair reduction in the purchase price of the Property The proceeds of any insurance policies taken out on the buildings on the Property shall accrue to and be paid to the Seller alone. 19. Breach 19.1 Should either party breach any of the terms and conditions of this agreement and remain in breach after having received seven (7) Days written notice to remedy such breach, the aggrieved party shall be entitled either to sue for specific performance in terms of this agreement or to cancel this sale and claim damages Should the Seller cancel this sale as aforesaid, the Seller shall be entitled to declare all moneys paid by the Purchaser to the auctioneers or to the Conveyancers, including any interest earned thereon to be forfeited to the Seller or alternatively the Seller may claim from the Purchaser such damages as the Seller may have suffered. In such an instance the Auctioneers or Conveyancers are irrevocably authorised by the Purchaser to continue holding such monies in trust pending the determination of the damages Should either party instruct an attorney to take action against the other party arising from any breach of the obligations in terms of this agreement, the party in breach shall be liable for and shall pay all such attorneys fees, including collection charges, as between attorney and own client Any latitude or extension of time, which may be allowed by either party to the other, shall not in any circumstances be deemed to be a waiver of such party's rights hereunder. 20. Delay in Transfer Should transfer of the Property be delayed through any act of or omission on the part of either party, the other party shall be entitled to send the party causing the delay a letter requiring such party to pay penalty interest on the purchase price from the date of issue of the letter until the date upon which such party ceases to be in mora. The interest will be calculated at the prime rate of interest levied by the Seller's bank from time to time plus 5%. 21. Sale Until the Date of Transfer, the Purchaser may not sell, cede or assign the Purchasers' rights under this agreement to any third party nor may the Purchaser sell the Property without the prior written consent of the Seller.

74 Page 21 Page 22 Domicilium and Notices 22. Resolutions Each of the parties chooses as its domicilium citandi et executandi for all purposes arising from or in connection with this agreement, including the service of notices, as follows: The persons signing this agreement on behalf of the parties hereto warrant that they are authorised to sign on behalf of their principals. Seller: Street Address: First Floor, Lifestyle House, The Forum, North Bank Lane, Century City, 7441 General 24. Postal Address: SA Corporate Real Estate Fund P O Box 333, Mutualpark, 7451 Phone No: Facsimile No: Attention: Company Secretary bswanepoel@sacorp.co.za 24.1 This agreement contains the entire understanding of the parties as to its subject matter. Neither party shall be bound by any condition, warranty, representation or undertaking of any kind, whether express or implied, except as set forth in this agreement No purported amendment or modification of this agreement shall be valid unless in writing and signed by both parties. Purchaser: AS PER THE SCHEDULE 22.2 Either party will be entitled, from time to time, by written notice to the other party, to change its domicilium address to any other address within the Republic of South Africa, provided that the address shall always be a street address at which the service of legal processes can be effected Any notice which: (a) is delivered by hand at the addressee s street address domicilium shall be deemed to have been received by the addressee at the time of delivery; or (b) is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at its domicilium, shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the seventh day after the date of posting The failure of either party at any time to require performance of any provision of this agreement shall not affect the right of such party to require performance of that provision or of any other provision in the future. No waiver by either party with respect to a breach of any provision of this agreement shall be construed as a waiver with respect to any continuing or subsequent breach of that provision, or as a waiver of any other right under this agreement This agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same agreement concluded at the Date of Signature. 25. Period for Acceptance 25.1 After signature by the Purchaser this agreement shall constitute an offer which shall be open for acceptance by the Seller for a period of four (4) Days from the date the Purchaser's bid is accepted by the Auctioneer ("the Acceptance Period"). (c) If transmitted by telefax to the addressee at his domicilium shall be deemed to have been received by the addressee on the date of transmission or, if the transmission is made out of normal business hours, on the first business day following after the date of transmission The acceptance by the Auctioneer of the Purchaser's bid is conditional upon the Seller's acceptance of the offer within the Acceptance Period Should the Seller not accept the Purchaser's offer, the Auctioneer will repay to the Purchaser any deposit and commission paid by the Purchaser and there will then be no sale of the Property to the Purchaser who will have no claim against the Seller or the Auctioneer as a result thereof.

75 Page 23 Page 24 DOCUMENTS SCHEDULE - THE FINANCIAL INTELLIGENCE CENTRE ACT DATED at this day AS WITNESSES: Seller DATED at this day AS WITNESSES: Purchaser 1. NATURAL PERSON (a) Copy of identity document; (b) Copy of marriage certificate and Ante-Nuptial contract, if applicable; (c) Copy of document reflecting residential address, such as electricity or water account or any other account addressed to residential address; (d) Copy of a document issued by the South African Revenue Service on which income tax number is recorded; (e) Details of nationality if not a South African citizen. 2. COMPANY (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Copy of Certificate of Incorporation (CM1); Copy of Notice of Registered Office and Postal Address (CM22); Copy of Form CM29 (Register of Directors); Full names of the Directors of company; Full names of the Shareholders of company; Document depicting trade name and operating address of the company, such as a utility bill, Telkom account or bank statement; Copy of identity document of the manager and all authorised representatives of the company (the directors) and all individuals who hold 25% or more of the voting rights in the company (the shareholders) and advice as to the nationality of each; Copy of VAT Registration Certificate; Copy of document issued by the South African Revenue Service on which the company income tax number is recorded; Residential addresses of the manager and of the individuals who hold more than 25% of the voting rights i.e. the Directors and Shareholders. If a company or close corporation holds 25% or more of the voting rights, then similar information concerning the company as set out above including information on shareholders and directors or a copy of the Founding Statement if it is a close corporation and addresses of the local office and head office of the company or close corporation. 3. CLOSE CORPORATION (a) Copy of Founding Statement (CK1) and any Amended Founding Statement (CK2); (b) Document containing trade name and operating address of the close corporation, such as a utility bill, Telkom account or bank statement; (c) Copy of identity document for each member of the close corporation and all authorised representatives and advice as to the nationality of each; (d) Copy of VAT Registration Certificate; (e) Copy of document issued by the South African Revenue Service on which the close corporation income tax number is recorded. 4. TRUST (a) Copy of Deed of Trust; (b) Copy of Letters of Authority issued by the Master of the High Court; (c) Copies of identity documents in respect of founder of the trust, each trustee and each beneficiary who can be determined; (d) Nationality and residential addresses of the aforegoing persons; (e) Copy of document issued by the South African Revenue Service on which the income tax number of the trust is recorded; (f) Copy of the VAT Registration Certificate (if any); (g) Copy of the death certificate if the founder of the trust has died; (h) If a trustee or beneficiary is a legal person, copy of the founding document and the addresses of the registered office and local office of the legal person.