PRE-LISTING STATEMENT

Transcription

1 (formerly Grey Jade Trade and Invest 85 (Proprietary) Limited) (Incorporated in the Republic of South Africa on 23 August 2006) (Registration number 2006/026141/06) A-Linked Units: JSE code: AIA ISIN: ZAE B-Linked Units JSE code: AIB ISIN: ZAE ( Ascension or the Company ) PRE-LISTING STATEMENT The definitions commencing on page 10 of this Pre-listing statement have where appropriate, been used on this cover page. Prepared and issued in terms of the Listings Requirements and in respect of a Private Placement of Linked Units in the Company to raise a minimum of R and a maximum of R by way of: an offer to subscribe for up to A-Linked Units at an offer price of R3.80 per A-Linked Unit; an offer to subscribe for up to B-Linked Units at an offer price of R1.90 per B-Linked Unit; and the subsequent listing of all the A-Linked Units and the B-Linked Units in the Company on the Real Estate Real Estate Holdings and Development sector of the JSE. Opening date of Private Placement (12h00) Thursday, 31 May 2012 Closing date of Private Placement (16h00)* Tuesday, 5 June 2012 Results of the Private Placement released on SENS on Thursday, 7 June 2012 Results of the Private Placement published in the press on Friday, 8 June 2012 Proposed listing date of the Linked Units on the JSE (09h00) Monday, 11 June 2012 * Invited Investors must advise their CSDP or broker of their acceptance of the placement for Linked Units in the manner and cut-off time stipulated by their CSDP or broker. There will be no Linked Units in issue prior to the Listing. On Listing and thereafter, all A-Linked Units will rank pari passu and all B-Linked Units will rank pari passu. The A-Linked Units have a first right to the net distributable income of the Company and provide investors with a preferential claim to distributions. The B-Linked Units receive the residual net income after settlement of the A-Linked Unit distribution entitlement. Applications must be for a minimum subscription of R per investor acting as principal. The Listing is subject to a minimum amount of R being raised in terms of the Private Placement on the basis set out above. In the event of an over subscription, the Linked Units will be allocated and issued on an equitable basis at the discretion of the Directors. This Pre-listing statement is not an invitation to the public to subscribe for Linked Units in Ascension. It is issued in compliance with the Listings Requirements for the purpose of giving information to Invited Investors regarding Ascension and the Private Placement. The JSE has granted Ascension a listing in respect of up to A-Linked Units and up to B-Linked Units in the Real Estate Real Estate Holdings and Development sector of the JSE lists, in terms of the FTSE classification, under the abbreviated name Ascen A, JSE code AIA and ISIN ZAE , for the A-Linked Units, and the abbreviated name Ascen B, JSE Code AIB and ISIN Code ZAE for the B-Linked Units, with effect from the commencement of business on Monday, 11 June At the date of Listing, assuming the Private Placement is fully subscribed, the anticipated market capitalisation of Ascension will be approximately R

2 Linked Units will only be capable of being traded on the JSE in Dematerialised form. Immediately prior to the Listing and the Private Placement the authorised Linked Unit capital of Ascension will comprise A ordinary shares of no par value and B ordinary shares of no par value; and the issued Linked Unit capital of Ascension will comprise 100 B ordinary shares of no par value. Assuming the Private Placement is fully subscribed, immediately after the Private Placement and the Listing the authorised Linked Unit capital of Ascension will comprise A ordinary shares of no par value, each of which will, on their issue be linked to an unsecured variable rate subordinated A debenture with a nominal value of R3.99 and B ordinary shares of no par value, each of which will, on their issue be linked to an unsecured variable rate subordinated B debenture with a nominal value of R0.50; and the issued Linked Unit capital of Ascension will comprise A-Linked Units, comprising A-ordinary shares of no par value each linked to an unsecured variable rate subordinated A-Debenture with a nominal value of R3.99; and B-Linked Units, comprising B-ordinary shares of no par value each linked to an unsecured variable rate subordinated B-Debenture with a nominal value of R0.50; and as each Debenture will be issued at its nominal value or at a discount to its nominal value and the balance of the offer price per Linked Unit allocated to stated capital, the Debenture premium of Ascension will amount to Rnil; and there will be no Linked Units held in treasury. The salient terms of the A-Linked Units and the B-Linked Units as prescribed by the Debenture Trust Deed are set out in Annexure 14. Save as set out in paragraph 4.1.6, there are no convertibility provisions relating to the Linked Units that are the subject of the Private Placement. No fractions of Linked Units will be issued. The directors of Ascension, whose names are given in paragraph 2, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing statement contains all information required by law and the Listings Requirements. The Corporate Advisor, Sponsor and Bookrunner, independent transaction sponsor, Debenture Trustee, Independent Reporting Accountant and Auditors, attorneys, Transfer Secretaries and the Independent Valuer, whose names are included in this Pre-listing statement, have given and have not, prior to the Listing, withdrawn their written consent to the inclusion of their names in the capacities stated and, where applicable, to their reports being included in this Pre-listing statement. An abridged version of this Pre-listing statement was released on SENS on Thursday, 31 May 2012 and in the press on Friday, 1 June This Pre-listing statement is available only in English. Copies of this Pre-listing statement may be obtained from the registered office of the Company, the Corporate Advisor, Sponsor and Bookrunner or Transfer Secretaries, details of which are set out in the Corporate Information section of this Pre-listing statement, during normal office hours from Thursday, 31 May 2012 to Tuesday, 5 June Corporate Advisor, Sponsor Attorneys Independent Reporting and Bookrunner Accountant and Auditors Debenture Trustee Independent transaction sponsor Independent Valuer Date of issue: 31 May 2012 Offers in South Africa only This Pre-listing statement has been issued in connection with the Private Placement in South Africa only and is addressed only to persons to whom the Private Placement may lawfully be made. The distribution of this Pre-listing statement and the making of an offer through this Private Placement may be restricted by law. Persons into whose possession this Pre-listing statement comes must inform themselves about and observe any such restrictions. This Pre-listing statement does not constitute an offer of or invitation to subscribe for and/or purchase any of the Linked Units in any jurisdiction in which such offer, subscription or sale would be unlawful. No one has taken any action that would permit a public offering of Linked Units in the Company to occur outside South Africa. Forward-looking statements This Pre-listing statement includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the Company and its subsidiaries and its future prospects. These forward-looking statements have been based on current expectations and projections about future results which, although the Directors believe them to be reasonable, are not a guarantee of future performance.

3 TABLE OF CONTENTS The definitions commencing on page 10 of this Pre-listing statement have been used in the following table of contents. CORPORATE INFORMATION 3 SALIENT FEATURES 4 1. Introduction 4 2. Background of Ascension 4 3. Management of Ascension 4 4. Details of the Private Placement 4 5. Nature of business and Group structure 5 6. Prospects 5 7. Forecast statements of comprehensive income 5 8. Action required 8 9. Further copies of the Pre-listing statement 8 IMPORTANT DATES AND TIMES 9 DEFINITIONS 10 INTRODUCTION 18 SECTION 1 INFORMATION ABOUT THE COMPANY 1. Name, address and incorporation Directors, other office holders and material third parties Incorporation, history and nature of business Linked Unit capital Options and preferential rights in respect of Linked Units Commissions paid or payable in respect of underwriting Material contracts Interest of directors Loans Property acquired or to be acquired and property disposed of or to be disposed of Amounts paid or payable to promoter Preliminary expenses and issue expenses 48 SECTION 2 INFORMATION ABOUT THE OFFERED SECURITIES 13. Purpose of the Private Placement Anticipated application of proceeds of Private Placement Salient dates and times Particulars of the Private Placement Minimum subscription 53 1

4 SECTION 3 STATEMENTS AND REPORTS RELATING TO THE PRIVATE PLACEMENT 18. Statement as to adequacy of capital Report by Directors as to material changes Statement as to listing on stock exchange 54 SECTION 4 ADDITIONAL MATERIAL INFORMATION 21. Forecast statements of comprehensive income Unaudited consolidated pro forma statement of financial position Historical financial information of Ascension Dividends and distributions Experts consents Government protection and investment encouragement law Litigation statement Directors responsibility statement Code of corporate practice and conduct Documents available for inspection 56 ANNEXURES Annexure 1 Details of subsidiaries 58 Annexure 2 Details of Property Portfolio 59 Annexure 3 Independent valuer s abridged valuation report on the Property Portfolio 61 Annexure 4 Forecast statements of comprehensive income of Ascension 71 Annexure 5 Independent Reporting Accountants limited assurance report on the forecast statements of comprehensive income of Ascension Properties Limited 76 Annexure 6 Unaudited consolidated pro forma statement of financial position of Ascension 79 Annexure 7 Annexure 8 Independent reporting Accountants limited assurance report of the unaudited consolidated pro forma statement of financial position of Ascension Properties Limited 82 Independent reporting accountants review report on the value and existence of the assets and liabilities acquired 84 Annexure 9 Historical financial information of Ascension 85 Annexure 10 Independent reporting Accountants report on the historical financial information of Ascension Properties Limited 104 Annexure 11 Details of the Vendors 106 Annexure 12 Other directorships held by Directors of Ascension 112 Annexure 13 Extracts of the Memorandum of Incorporation of Ascension 116 Annexure 14 Salient features of the Debenture Trust Deed 123 Annexure 15 Salient features of the Asset Management Agreement and the Property Management Agreement 132 Annexure 16 Details of material borrowings 142 Annexure 17 Material contracts 143 Annexure 18 Corporate governance statement 144 PRIVATE PLACEMENT APPLICATION FORM LINKED UNITS 2 Attached

5 CORPORATE INFORMATION Registered office, postal address and Company secretary Jeremy de Villiers (CA (SA)) Ascension Properties Limited (Registration number 2006/026141/06) 2nd Floor, Sunclare Building Dreyer Street Claremont, 7700 (PO Box 23958, Claremont, 7735) Independent Reporting Accountants and Auditors Grant Thornton Registered Auditors Chartered Accountants S.A. 2nd Floor, 4 Pencarrow Crescent Pencarrow Park La Lucia Ridge Office Estate, 4019 (P O Box 752, Durban, 4000) Transfer Secretaries Computershare Investor Services (Proprietary) Limited (Registration number: 2004/003647/07) Ground Floor, 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Debenture Trustee Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2006/005780/07) 2 Arnold Road Rosebank, 2196 (PO Box 2087, Parklands, 2121) Corporate Advisor, Sponsor and Bookrunner Java Capital (Proprietary) Limited (Registration number 2002/031862/07) 2 Arnold Road Rosebank, 2196 (P O Box 2087, Parklands, 2121) Independent transaction sponsor Sasfin Capital, a division of Sasfin Bank Limited (Registration number 1951/002280/06) 29 Scott Street Waverley, 2090 (PO Box 95104, Grant Park, 2051) Attorneys Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 1 Protea Place Sandton, 2196 (Private Bag X7, Benmore, 2010) Independent Valuer Broll Valuation and Advisory Service (Proprietary) Limited (Registration number 1968/003515/07) Broll House 27 Fricker Road Illovo, 2196 (P O Box 1455, Saxonwold, 2132) Date and place of incorporation Incorporated on 23 August 2006 in the Republic of South Africa 3

6 SALIENT FEATURES The information set out in this section of the Pre-listing statement is an overview and is not intended to be comprehensive. It should be read in conjunction with the information contained in the other sections of this Prelisting statement. The definitions commencing on page 10 of this Pre-listing statement apply mutatis mutandis to the salient features. 1. INTRODUCTION Ascension is a black managed and substantially black owned property loan stock company. Ascension currently owns a portfolio of nine office properties located in Gauteng and the Western Cape valued at approximately R and has entered into an agreement for the acquisition of a further eight properties, valued at R BACKGROUND TO ASCENSION 2.1 Ascension was established on 23 August 2006 as a black owned and managed property loan stock company to invest in assets and opportunities within the commercial property sector in South Africa, focussing on Government tenanted commercial office buildings. 2.2 In August 2007, Ascension acquired Bathopele and at the same time secured a 5-year lease agreement in respect of the entire building with the DPW. During 2009 and 2010, Ascension acquired Schreiner Chambers, Mishumo House, Sigma and Spectrum with the object of expanding its portfolio and increasing its income streams with commercial properties suitably situated for anchor tenants and the DPW in particular. In the latter part of 2011 and early 2012, Ascension further acquired 45 on Castle, Matrix House, Bergstan House and Nedbank Centre. The Acquisition Properties are valued at approximately R Details of the Existing Properties and the Acquisitions Properties are set out in paragraph Ascension is positioned to take advantage of opportunities for acquisitive and organic growth. Initial acquisitive growth will be achieved through the transfer of some or all of the Acquisition Properties depending on the outcome of the Private Placement. Initial organic growth is intended to be achieved through the renovation of some of the Existing Properties with the intention to secure further anchor tenants and maximise earnings from Existing Properties. 3. MANAGEMENT OF ASCENSION 3.1 The asset management function of the Company is undertaken by the Manager. The salient details of the Asset Management Agreement are set out in Annexure The property management function of the Company is outsourced on market related terms to the Property Manager. The salient details of the Property Management Agreement are set out in Annexure DETAILS OF THE PRIVATE PLACEMENT An offer to subscribe for up to A-Linked Units at an offer price of R3.80 per A-Linked Unit and up to B-Linked Units at an offer price of R1.90 per B-Linked Unit, which will be made by way of a Private Placement by the Company. Assuming the Private Placement is fully subscribed the offer may raise a minimum of R and a maximum of R Application must be for a minimum subscription of R per investor acting as principal. The Private Placement is conditional upon a minimum amount of R being received. The offer will not be underwritten. Save as set out in paragraph 4.1.6, there are no convertibility provisions relating to Linked Units that are the subject of the Private Placement. There are no fractions of Linked Units being issued pursuant to the Private Placement. 4

7 5. NATURE OF BUSINESS AND GROUP STRUCTURE 5.1 Nature of business Ascension is a South African registered property loan stock company. Its business is long term property investment in South Africa. The financial year end of the Group is 30 June. 5.2 Group structure ASCENSION PROPERTIES LIMITED EXISTING PROPERTIES ACQUISITION PROPERTIES 45 on Castle Schreiner Chambers NBC 540 Pretorius Street Matrix House Bathopele PROROM River Park 1 and 2 Bergstan House Mishumo House 90 Market Street Riverview 1 and 2 Nedbank Centre Sigma 92 Market Street VWL Spectrum 6. PROSPECTS 6.1 The Directors are of the opinion that the Group s investment strategy and the strength, experience and proven track record of the Manager will provide the Group and its investors with strong prospects in the property sector. 6.2 The Property Portfolio is composed of quality assets with a strong robust tenant base which, coupled with low vacancies and medium to long-term expiry profiles, provide adequate stability for the creation of earnings and capital growth over the long term. 6.3 As one of only three black managed listed property funds in South Africa, the Directors anticipate that the Company will continue to be in a position to take advantage of opportunities to secure long term leases with Government tenants. As a BEE empowered listed property fund with significant liquidity, Ascension is an ideal BEE partner to other listed property funds and institutional property investors. In addition, smaller BEE players in the property sector looking to exit their Government portfolios may opt to dispose of their properties to Ascension in exchange for Linked Units in Ascension. 6.4 The A-Linked Unit structure provides a low risk profile for investors. The A-Debenture is bond-like in nature, with distributions increasing at 5% per annum from 30 June The distributions on the A-Debentures rank ahead of the distributions on the B-Debentures and Ascension s distributable income for the year ending 30 June 2013 would need to fall by approximately 70.9% from forecast levels for the distribution payments on the A-Debentures to be at risk. 7. FORECAST STATEMENTS OF COMPREHENSIVE INCOME 7.1 Set out below are the forecast statements of comprehensive income of Ascension ( Forecasts ) for the six months ending 30 June 2012 and years ending 30 June 2013 and 30 June 2014 ( Forecast Periods ). 7.2 The forecast for the six months ending 30 June 2012 includes actual figures for the three months ended 31 March 2012 and forecast figures for the remainder of the period. The forecasts for the years ending 30 June 2013 and 30 June 2014 include forecast figures for both years. 7.3 The Forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the Directors. The Forecasts must be read in conjunction with the Independent Reporting Accountants limited assurance report thereon which is attached as Annexure 5. The Forecasts have been prepared in compliance with IFRS and in accordance with the Group s accounting policies as set out in Annexure The Forecasts have been prepared based on the following scenarios: that the Acquisitions set out in paragraph 10.1 of the Pre-listing statement are successfully concluded with the transfers of all the Acquisition Properties taking effect on 1 July 2012 ( Scenario 1 ); and 5

8 7.4.2 that the transfer of the Acquisition Properties is not effected during the Forecast Periods, and the Portfolio comprises only the Existing Properties for the duration of the Forecast Period ( Scenario 2 ). 7.5 It is necessary to include Scenario 2 in terms of the Listings Requirements due to the fact that at the last practical date the Acquisition Properties will not have transferred to Ascension. However, it is the view of the Board that, barring unforeseeable circumstances, the Acquisition Properties will transfer within a short time of listing and that, accordingly, Scenario 2 represents an unlikely outcome. Scenario 1 Pre Listing Post Listing 5 months 1 month 6 months Year Year ending ending ending ending ending 31 May 30 June 30 June 30 June 30 June R R R R R Revenue Gross property rental income Other income (recoveries) Straight-line rental income adjustment Total revenue Expenses Property operating expenses ( ) ( ) ( ) ( ) ( ) Asset management fee ( ) ( ) ( ) ( ) ( ) Administrative expenses ( ) ( ) ( ) ( ) ( ) Operating profit Finance expenses ( ) ( ) ( ) ( ) ( ) Finance income Profit before debenture interest Debenture interest ( ) ( ) ( ) ( ) Debenture interest to A-Linked Unit Holders ( ) ( ) ( ) ( ) Debenture interest to B-Linked Unit Holders ( ) ( ) ( ) ( ) Profit after debenture interest Capital and other items not distributed Listing expenses ( ) ( ) Profit for the year before taxation ( ) (83 759) Taxation ( ) ( ) ( ) ( ) ( ) Profit/(loss) for the year after taxation ( ) ( ) Reconciliation between profit, headline earnings and distributable earnings Profit for the year ( ) ( ) Adjusted for: Debenture interest Listing expenses (net of taxation) Earnings and headline earnings (linked units) Adjusted for: Straight line rental income adjustment (net of taxation) ( ) ( ) ( ) ( ) ( ) Distributable earnings (linked units) Actual number of A-Linked Units in issue Actual number of B-Linked Units in issue Weighted average number of A-Linked Units in issue Weighted average number of B-Linked Units in issue Distribution per A-Linked Unit (cents) Distribution per B-Linked Unit (cents) Earnings per A-Linked Unit (cents) Earnings per B-Linked Unit (cents) Headline earnings per A-Linked Unit (cents) Headline earnings per B-Linked Unit (cents)

9 Scenario 2 Pre Listing Post Listing 5 months 1 month 6 months Year Year ending ending ending ending ending 31 May 30 June 30 June 30 June 30 June R R R R R Revenue Gross property rental income Other income (recoveries) Straight-line rental income adjustment Total revenue Expenses Property operating expenses ( ) ( ) ( ) ( ) ( ) Asset management fee ( ) ( ) ( ) ( ) ( ) Administrative expenses ( ) ( ) ( ) ( ) ( ) Operating profit Finance expenses ( ) ( ) ( ) ( ) Finance income Profit before debenture interest Debenture interest ( ) ( ) ( ) ( ) Debenture interest to A-Linked Unit Holders ( ) ( ) ( ) ( ) Debenture interest to B-Linked Unit Holders ( ) ( ) ( ) ( ) Profit after debenture interest Capital and other items not distributed Listing expenses ( ) ( ) Profit/(loss) for the year before taxation ( ) (83 759) Taxation ( ) ( ) ( ) ( ) ( ) Profit/(loss) for the year after taxation ( ) ( ) Reconciliation between profit, headline earnings and distributable earnings Profit/(loss) for the year ( ) ( ) Adjusted for: Debenture interest Listing expenses (net of taxation) Earnings and headline earnings (linked units) Adjusted for: Straight line rental income adjustment (net of taxation) ( ) ( ) ( ) ( ) ( ) Distributable earnings (linked units) Actual number of A-Linked Units in issue Actual number of B-Linked Units in issue Weighted average number of A-Linked Units in issue Weighted average number of B-Linked Units in issue Distribution per A-Linked Unit (cents) Distribution per B-Linked Unit (cents) Earnings per A-Linked Unit (cents) Earnings per B-Linked Unit (cents) Headline earnings per A-Linked Unit (cents) Headline earnings per B-Linked Unit (cents)

10 8. ACTION REQUIRED Applications for Private Placement Linked Units must be made by Invited Investors in accordance with paragraph 16 of this Pre-listing statement on the blue Application Form accompanying this Pre-listing statement. Applications for Private Placement Linked Units can only be made for Dematerialised Linked Units and must be submitted through a CSDP or broker in accordance with the agreement governing the relationship between the applicant and the CSDP or broker by the cut-off time stipulated by the CSDP or broker. If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional advisor immediately. Applications must be for a minimum subscription of R per investor acting as principal. Fractions of Linked Units will not be issued. Linked Units will only be capable of being traded on the JSE in Dematerialised form. 9. FURTHER COPIES OF THE PRE-LISTING STATEMENT Copies of the Pre-listing statement may be obtained between 08:30 and 17:00 on business days from Thursday, 31 May 2012 to Tuesday, 5 June 2012 at the following places: Ascension Properties Limited 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 Java Capital 2nd Floor, 2 Arnold Road, Rosebank, 2196 Computershare Investor Services (Proprietary) Limited Ground Floor, 70 Marshall Street, Johannesburg, 2001 An abridged version of this Pre-listing statement was released on SENS on Thursday, 31 May 2012 and published in the press on Friday, 1 June

11 IMPORTANT DATES AND TIMES 1 The definitions commencing on page 10 of this Pre-listing statement apply to these important dates and times: 2012 Opening date of the Private Placement (12h00) Abridged Pre-listing statement released on SENS Abridged Pre-listing statement published in the press Closing date of the Private Placement (16h00) 2 Results of the Private Placement released on SENS Results of the Private Placement published in the press Notification of allotments Listing Date (09h00) Accounts at CSDP or broker updated and credited in respect of Dematerialised Linked Unit Holders 3 Thursday, 31 May Thursday, 31 May Thursday, 31 May Tuesday, 5 June Thursday, 7 June Friday, 8 June Friday, 8 June Monday, 11 June Monday, 11 June Notes (1) All references to time are to local time in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and published in the press. (2) Invited Investors must advise their CSDP or broker of their acceptance of the Private Placement in the manner and cut-off time stipulated by their CSDP or broker. (3) CSDPs effect payment on a delivery-versus-payment basis. 9

12 DEFINITIONS In this Pre-listing statement and the Annexures hereto, unless otherwise indicated, the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other gender and references to a person include references to a body corporate and vice versa. 45 on Castle the property and office building situated at 45 Castle Street in Cape Town City Centre, further details of which are set out in Annexure 2; 90 Market Street the rental enterprise business in respect of and including the 90 Market Street office building situated at 90 Market Street, Johannesburg Central, further details of which are set out in Annexure 2; 92 Market Street the rental enterprise business in respect of and including the 92 Market Street office building situated at 92 Market Street, Johannesburg, Central, further details of which are set out in Annexure 2; 115 Marshall Street 115 Marshall Street Johannesburg (Proprietary) Limited, registration number 1998/012394/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; 540 Pretorius Properties 540 Pretorius Street Properties (Proprietary) Limited, registration number 2000/021334/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; 540 Pretorius Street the rental enterprise business in respect of and including the 540 Pretorius Street office building situated at 540 Pretorius Street, Arcadia, Pretoria, further details of which are set out in Annexure 2; Acquisitions Acquisition Agreements Acquisition Properties A-Debenture A-Linked Unit A-Linked Unit Holder the acquisitions by the Company of NBC, PROROM, 90 Market Street, 92 Market Street, 540 Pretorius Street, River Park 1 and 2, Riverview 1 and 2 and VWL; collectively, the agreements governing the Acquisitions, the salient details of which are set out in paragraph 10; NBC, PROROM, 90 Market Street, 92 Market Street, 540 Pretorius Street, River Park 1 and 2, Riverview 1 and 2 and VWL, being the properties in respect of which the Company has concluded the Acquisition Agreements and which properties will be transferred into the Company s name after the Listing Date, as further detailed in paragraph 10 and Annexure 2; a variable rate, unsecured, subordinated debenture with a nominal value of 399 cents each to be created, allotted and issued by the Company in terms of the MOI and regulated in terms of the Debenture Trust Deed, as part of the A-Linked Units; an A-Linked Unit comprising one A-Share indivisibly linked to one A-Debenture; the holder of an A-Linked Unit; A-Share or A ordinary share an A ordinary share of no par value in the Linked Unit capital of Ascension; 10

13 African Alliance Properties Application Form Ascension or Ascension Properties or the Company Ascension BEE Trust Asset Management Agreement Asset Management Fee Asset Management Services BEE African Alliance Properties (Proprietary) Limited, registration number 2003/015588/07, a private company registered and incorporated in South Africa; the blue application form attached to and forming part of this Pre-listing statement, which Invited Investors are required to complete and return in accordance with the instructions contained therein in order to be considered for participation in the Private Placement; Ascension Properties Limited (previously Grey Jade Trade and Invest 85 (Proprietary) Limited), registration number 2006/026141/06, a public company registered and incorporated in South Africa; Ascension BEE Trust, master s reference number IT2290/2008, a trust established for the benefit of black people as defined in Schedule 1 of the BEE Codes; the agreement entered into between the Company and the Manager on 15 May 2012 in terms whereof the Manager is appointed to provide the Asset Management Services to the Company; the fee payable to the Manager for the Asset Management Services, details of which are set out in paragraph ; the asset management services to be rendered by the Manager in terms of the Asset Management Agreement, which will include, inter alia, the services set out in Annexure 15; broad based black economic empowerment as contemplated in the BEE Act, No 53 of 2003; BEE Act the Broad Based Black Economic Empowerment Act No 53 of 2003; BEE Codes B-Debenture B-Linked Unit B-Linked Unit Holder the Broad Based Black Economic Empowerment Codes of Good Practice in operation from time to time and issued by the Department of Trade and Industry in terms of section 9 of the BEE Act; a variable rate, unsecured, subordinated debenture with a nominal value of 50 cents each to be created, allotted and issued by the Company in terms of the MOI and regulated in terms of the Debenture Trust Deed, as part of the B-Linked Units; a B-Linked Unit comprising one B-Share indivisibly linked to one B-Debenture; the holder of a B-Linked Unit; B-Share or B ordinary share a B ordinary share of no par value in the Linked Unit capital of Ascension; Bathopele Bergstan House the rental enterprise business in respect of and including the Bathopele office building situated in Johannesburg Central, further details of which are set out in Annexure 2; the rental enterprise business in respect of and including the Bergstan House office building situated in Cape Town City Centre, further details of which are set out in Annexure 2; Board the board of Directors of the Company as set out in paragraph 2; 11

14 Business Day CAS House CAS House Disposal Agreement Certificated Linked Unit Holders Certificated Linked Units Cape Empowerment Trust or CET CET Loan Facility Agreement CET Subscription Agreement CEL CEL staff subscription Chamber Lane Properties Companies Act Commitment Fee Coffee Break Investments any day other than a Saturday, Sunday or official public holiday in South Africa and in the event that a day referred to in terms of this Pre-listing statement should fall on a day which is not a Business Day, the relevant date will be extended to the next succeeding Business Day; the CAS House commercial office building situated in the Johannesburg Central Business District, comprising the building and improvements on Erven 242, 243, 244, and 245 City and Suburban Township, Registration Division IR, Province of Gauteng, measuring 248m 2, 248m 2, 495m 2, and 495m 2 respectively, situate at 163 Anderson Street City and Suburban Township; the agreement dated 12 October 2011, in terms whereof Ascension sold CAS House to CET for a purchase consideration of R ; Linked Unit Holders who hold Certificated Linked Units; Linked Units which have not yet been Dematerialised, title to which is represented by a Linked Unit certificate or other document of title acceptable to the Board; Cape Empowerment Trust Limited, registration number 1998/014606/06, a public company registered and incorporated in South Africa; the loan facility agreement entered into between CET and Ascension on 15 November 2011 as amended and restated on 22 March 2012 in terms whereof CET agreed to lend and advance to Ascension an amount of up to R ; the subscription agreement entered into between CET and Ascension on 15 November 2011 as amended and restated on 2 April 2012 more details of which are set out in paragraph 4.4.8; Cape Empowerment Limited, registration number 1987/001807/06, a public company with limited liability duly incorporated in South Africa, the shares of which are listed on the JSE; the arrangement between Ascension and CEL in terms of which employees of CEL will subscribe for A-Linked Units and B-Linked Units at the offer price of each on the Listing; Chamber Lane Properties 30 (Proprietary) Limited, registration number 2007/006373/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; the Companies Act, No 71 of 2008, as amended; the fee payable to investors under the Private Placement who subscribe for a minimum of R25 million of Linked Units, as further detailed in paragraph 16.3 below; Coffee Break Investments (Proprietary) Limited, registration number 2004/035614/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; 12

15 Corporate Advisor, Sponsor and Bookrunner or Java Capital CSDP Debentures Debenture Trust Deed Debenture Trustee Dematerialise or Dematerialisation Dematerialised Linked Units Dematerialised Linked Unit Holders Director Disposal Disposal Agreements documents of title DPW DPW letter Dream World Investments Java Capital (Proprietary) Limited, registration number 2002/031862/07 and Java Capital Trustees and Sponsor (Proprietary) Limited, registration number 2006/005780/07, a private company duly incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section; a Central Securities Depository Participant appointed by a Linked Unit Holder for purposes of, and in regard to, dematerialisation and to hold and administer Dematerialised Linked Units or an interest in Dematerialised Linked Units on behalf of a Linked Unit Holder; collectively, the A-Debentures and B-Debentures; the Debenture Trust Deed in respect of the Debentures between the Company and the Debenture Trustee, as amended from time to time, the salient features of which are set out in Annexure 14; Java Capital Trustees and Sponsors (Proprietary) Limited, registration number 2006/005780/07, a private company duly incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section; the process whereby Certificated Linked Units are replaced by electronic records of ownership under Strate and recorded in the sub-register of Linked Unit Holders maintained by a CSDP or broker; Linked Units which have been dematerialised and incorporated into the Strate system and which are no longer evidenced by physical documents of title acceptable to the Board; Linked Unit Holders who hold Dematerialised Linked Units; a director of the Board; the disposal by the Company of Maitland and CAS House; collectively the CAS House Disposal Agreement and the Maitland Property Disposal Agreement, further details of which are set out in paragraph 10.2; linked unit certificates, certified transfer deeds, balance receipts and any other documents of title to linked unit acceptable to the Board; National Department of Public Works; the letter from the DPW dated 9 March 2012 in terms of which the DPW confirms that subject to the Manager remaining a fully empowered entity in terms of the BEE policies and Ascension, or alternatively the Manager, committing to procure 60% of services from the national government s Property Incubator Programme, the lease agreements in respect of the office properties in which the DPW is a lessee shall continue unchanged; Dream World Investments 56 (Proprietary) Limited, registration number 2004/000624/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; 13

16 Existing Properties or Existing Portfolio Financial Year GLA Government Group or Ascension Group IFRS Independent Reporting Accountants and Auditors or Independent Reporting Accountants Independent Valuer Initial Shareholders Investec Invited Investors issue price or offer price JSE King III Koejaweldorp Last Practical Date Linked Units Linked Unit Holders collectively Schreiner Chambers, Bathopele, Mishumo House, Sigma, Spectrum, 45 on Castle, Matrix House, Bergstan House and Nedbank Centre; the financial year of the Company and for the time being ending on 30 June of each year; gross lettable area; the government of South Africa; collectively, the Company and its subsidiaries from time to time; International Financial Reporting Standards; Grant Thornton Registered Auditors (Chartered Accountants S.A), Durban, a limited liability partnership incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section; the independent property valuers of the Company, being Broll Valuation and Advisory Service (Proprietary) Limited, registration number 1968/003515/07, a private company duly registered and incorporated in South Africa; the initial shareholders of the Company namely, Shaun Rai, Wayne Arendse, CET and Ascension BEE Trust, which shareholders hold all of the issued shares in the share capital of the Company (being 100 B ordinary shares) as at the Last Practical Date; Investec Bank Limited, registration number 1969/004763/06, a public company registered and incorporated in South Africa; those specifically identified individuals to whom the offer under the Private Placement will be addressed and made; the assumed prices at which the Linked Units are to be issued by Ascension pursuant to the Private Placement being R3.80 and R1.90 per A-Linked Unit and per B-Linked Unit, respectively; JSE Limited, registration number 2005/022939/06, a public company registered and incorporated in South Africa and licensed as an exchange under the Securities Services Act; the Code of Corporate Practices and Conduct in South Africa representing principals of good corporate governance as laid out in the King Report, as amended from time to time; Koejaweldorp Beleggings CC, registration number 2009/049229/23, a close corporation registered and incorporated in South Africa, the members of which are set out in Annexure 11; 11 May 2012 being the last practical date prior to the finalisation of this Prelisting statement; collectively, the A-Linked Units and/or the B-Linked Units; the holders of A-Linked Units and/or B-Linked Units; 14

17 Listing the proposed listing of the Linked Units of Ascension in the Real Estate Real Estate Holdings and Development sector of the JSE; Listing Date Listings Requirements Maitland Property Maitland Property Disposal Agreement Manager Matrix Acquisitions Matrix House Mishumo House or AIG House MOI NBC Nedbank Centre Monday, 11 June 2012, being the anticipated date of the Listing; the JSE Listings Requirements published by the JSE from time to time; Erf 16363, in the City of Cape Town, Western Cape Province, measuring 3 201m 2, being vacant land, situate at Royal Road, Maitland; the agreement dated 12 October 2011, in terms whereof Ascension sold Maitland Property to CET for a purchase consideration of R ; Ascension Property Management Company Proprietary Limited, (formerly Business Venture Investments 1408 (Proprietary) Limited), registration number 2010/010848/07, a private company registered and incorporated in South Africa, which has been appointed by the Company in terms of the Asset Management Agreement to provide the Asset Management Services; the acquisitions of Bergstan House, Matrix House and Nedbank Centre; the Matrix House commercial office building situated in the Cape Town City Centre, further details of which are set out in Annexure 2; the rental enterprise business in respect of and including the Mishumo House office building situated in Braamfontein, Johannesburg, further details of which are set out in Annexure 2; the Memorandum of Incorporation of the Company, extracts of which are set out in Annexure 13; the rental enterprise business in respect of and including the NBC office building situated in the City of Johannesburg, further details of which are set out in Annexure 2; the rental enterprise business in respect of and including the Nedbank Centre office building situated in Cape Town City Centre, further details of which are set out in Annexure 2; O Property Holdings O Property Holdings (Proprietary) Limited, registration number 2001/007541/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; Oscar Pearse Oscar Pearse (Proprietary) Limited registration number 2005/007104/07, a private company duly incorporated in accordance with the laws of South Africa, the shareholders of which are set out in Annexure 11; Pre-listing statement Press Private Placement this pre-listing statement, dated 31 May 2012 and the annexures thereto, which have been prepared in compliance with the Listings Requirements; collectively the Beeld and the Business Day newspapers; the offer by Ascension to issue up to A-Linked Units and up to B-Linked Units for cash at R3.80 per A-Linked Unit and R1.90 per B-Linked Unit respectively to Invited Investors; 15

18 Property Management Agreement Property Management Services Property Manager Property Portfolio or Portfolio PROROM R and Rand River Park 1 and 2 Riverview 1 and 2 SA or South Africa Schreiner Chambers SENS Shares Sigma Spectrum Strate Subscription Agreements the agreement entered into between the Company and the Property Manager, the salient terms of which are set out in Annexure 15 in terms whereof the Property Manager is appointed to provide the Property Management Services to the Company; the day-to-day property management services to be rendered by the Property Manager which will include, inter alia, the services set out in Annexure 15; Broll Property Group (Proprietary) Limited, registration number 2008/027519/07, a private company registered and incorporated in South Africa; collectively the Existing Properties and the Acquisition Properties, specific details of which are described in Annexure 2; a rental enterprise business in respect of and including the PROROM office building situate in Nelspruit, Mpumalanga, further details of which are set out in Annexure 2; the South African Rand, the lawful currency of South Africa; the rental enterprise business in respect of and including the River Park 1 and 2 office buildings situated at Riverside Park Extension 6, Nelspruit Township, further details of which are set out in Annexure 2; the rental enterprise businesses in respect of and including the Riverview 1 and 2 office buildings situated at Riverside Park Extension 6, Nelspruit Township, further details of which are set out in Annexure 2; the Republic of South Africa; the rental enterprise business in respect of and including the Schreiner Chambers office building situated in the Johannesburg Central Business District, further details of which are set out in Annexure 2; the Securities Exchange News Service of the JSE; collectively, the A-Shares and the B-Shares; the rental enterprise business in respect of and including the Sigma House office building situated in Bellville, Western Cape, further details of which are set out in Annexure 2; the rental enterprise business in respect of and including the Spectrum office building situated in Bellville, Western Cape, further details of which are set out in Annexure 2; Strate Limited, registration number 1998/022242/06, a limited liability public company duly incorporated in South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system used by the JSE; the subscription agreements dated 2 April 2012 and 26 April 2012 entered into between Ascension and each of the Initial Shareholders, in terms whereof the Initial Shareholders subscribed for the A-Shares, B-Shares and B-Debentures (to be linked to their existing B-Shares upon issue), with effect from the Listing, as contemplated in paragraph 4.4; 16

19 Successful Applicants transfer Transfer Secretaries VAT Vukile Property VWL Yield Invited Investors whose applications for Linked Units in terms of the Private Placement have been accepted by the Company; the registration of transfer of the relevant immovable property into the name of the purchaser in the relevant deeds registry office; Computershare Investor Services (Proprietary) Limited, registration number 2004/003647/07, a private company registered and incorporated in South Africa, full details of which are set out in the Corporate Information section; value added tax as defined in the Value Added Tax Act No 89 of 1991, as amended; Vukile Property Fund Limited, registration number 2002/027194/06, a public company duly incorporated in accordance with the laws of South Africa, and listed on the JSE; the rental enterprise business in respect of and including the VWL office building situated at Portion 1 of Erf 2961, Pretoria Township, further details of which are set out in Annexure 2; and the distribution available to a holder of a Linked Unit in any Financial Year divided by the market price of that Linked Unit. 17

20 (formerly Grey Jade Trade and Invest 85 (Proprietary) Limited) (Incorporated in the Republic of South Africa on 23 August 2006) (Registration number 2006/026141/06) A Linked Units: JSE code: AIA ISIN: ZAE B Linked Units JSE code: AIB ISIN: ZAE ( Ascension or the Company ) INTRODUCTION Ascension currently owns a portfolio of nine office properties located primarily in Gauteng and the Western Cape and valued at approximately R In addition, Ascension has entered into agreements for the acquisitions of a further eight properties, valued at R Details of the anticipated timing of transfer of the Acquisition Properties are as set out in paragraph 10. Ascension is a black managed and substantially black owned property loan stock company. It offers investors an attractive initial forward Yield, derived from centrally located buildings with secure income streams underpinned by strong anchor tenants (including the DPW), with significant income growth potential and weighted average escalations in the rental from its Property Portfolio of approximately 8.7% per annum. Ascension s predecessor, Grey Jade Trade and Invest 85 (Proprietary) Limited was established by, amongst others, the Initial Shareholders, as a substantially black owned and managed property fund. The Initial Shareholders are an experienced team of property entrepreneurs and property managers who have identified the opportunity to acquire primarily office buildings suitably situated for Government tenants with the objective of taking advantage of their reputable track records in the property industry, coupled with their BEE ownership, to secure long term leases with the DPW, Provincial government departments and parastatals. It is intended that the proceeds of the Private Placement will be utilised primarily to fund 45 on Castle, Matrix House, Bergstan House, Nedbank Centre and the Acquisition Properties, the balance to be applied in restructuring and reducing debt and settling listing expenses. Ascension is positioned to take advantage of opportunities for acquisitive and organic growth. Initial acquisitive growth will be achieved through the transfer of some or all of the Acquisition Properties, depending on the outcome of the Private Placement. Initial organic growth will be achieved through the renovation of some of the Existing Properties with the intention to secure further anchor tenants and maximise earnings from Existing Properties. With the extensive experience of the management team coupled with the potential in the existing portfolio and the pipeline of targeted opportunities, Ascension is positioned to achieve its goal to grow into a multi-billion Rand fund over the next few years. 18

21 SECTION 1 INFORMATION ABOUT THE GROUP 1. NAME, ADDRESS AND INCORPORATION Ascension Properties Limited (previously Grey Jade Trade and Invest 85 (Proprietary) Limited), registration number 2006/026141/06, was incorporated in South Africa as a private company on 23 August On 11 October 2011, the name of the Company was changed from Grey Jade Trade and Invest 85 (Proprietary) Limited to Ascension Properties (Proprietary) Limited. The company was converted to a public company on Wednesday, 16 November The registered office and postal address of the Company and its Transfer Secretaries are set out in the Corporate Information section. At the Last Practical Date, the Company had four dormant subsidiaries, details of which are set out in Annexure DIRECTORS, OTHER OFFICE HOLDERS AND MATERIAL THIRD PARTIES 2.1 Details of Directors The full names, ages, business address, occupations and capacities of the Directors of Ascension are outlined below: Full name Age Qualification Capacity Business Address Ashraf Moegamat Mohamed 42 B.Comm CFA Level III Henry Dednam 38 Chartered Accountant Shaun Louis Rai 51 Chartered Accountant Frederick Wayne Arendse Andrew Christoffel Nissen 19 Chief executive officer Financial director Executive director c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, Businessman Executive director c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, BA (Honours) Masters of Arts Degree Mervyn Burton 53 B.Compt (Honours) CA(SA) Independent non-executive chairman Independent nonexecutive director Bronwyn Bayvel 35 B.Comm Independent nonexecutive director Haroon Takolia 61 B Com Hons B Compt (CA) (SA) MBA Wits Jeremy de Villiers 38 Chartered Accountant Independent nonexecutive director Alternate to Shaun Rai and company secretary Shaun Rai and Wayne Arendse are the founders of Ascension All Directors are South African nationals. c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700

22 2.2 Experience of Directors Ashraf Mohamed (chief executive officer) Ashraf obtained his Bachelor of Commerce degree from the University of Cape Town and completed his CFA level III exam in Before his appointment to the Ascension Board, Ashraf was the head of capital markets at Regiment Capital. From 2007 to 2009, he worked as a senior manager at Stanlib Asset Management where he was responsible for managing third party pension funds and Shariah funds. Prior to that, Ashraf spent three years as the head of portfolio management at Futuregrowth Asset Management managing the company s largest clients and key unit trust funds. In 2003, Ashraf ran a consulting business called Blue Ridge Capital which provided advisory services to various unlisted entities. He joined Abvest Associates in 2001 as an analyst/fund manager covering the financial sector and co-managed the Absa General Equity Fund. Ashraf spent the three years prior to that at Greenwich Asset Management as an investment analyst portfolio manager. Ashraf was appointed as a director to the Ascension Board on 15 November 2011 and as the chief executive officer with effect from 1 December Henry Dednam (financial director) Henry obtained his B.Rek and B.Rek (Hons) degrees from the University of Stellenbosch and completed his articles with PricewaterhouseCoopers in After completing his articles he spent some time with the firm as an audit manager and later in the transaction support division, before he left the profession for commerce. Henry held positions as financial manager and financial director in several unlisted companies in the financial services and information technology industries before joining CET as the CFO in November In May 2010, Henry was appointed as the financial director of CEL. He will resign from this position following the Listing. Henry is a qualified CA(SA) and has an H.Dip (Tax) from the University of Cape Town. Henry was appointed as the financial director to the Ascension Board on 15 November Shaun Rai (executive director) Shaun is a qualified chartered accountant who is currently the chief executive officer of Cape Empowerment Limited, a JSE listed black-controlled and empowered diversified investment holding company. Furthermore, he was involved in consulting to various empowerment structures including the empowerment structure involved in the successful Cape Casino. After matriculating in 1977, he embarked on a part time CTA course at the University of Cape Town. Shaun graduated in 1987 and in 1988 passed his board exam on his first attempt. Shaun was employed by Woolworths in a managerial capacity, where he gained invaluable management experience. He served his articles at Baker Musikanth from 1982 to 1985 and was financial manager at Emme Manufacturing from 1985 to In 1989, he founded Shaun Rai & Associates, an independent audit practice which, in 1997, became exclusively allied to Arthur Andersen in the Western Cape. This practice was actively involved in litigation and liquidations support over a ten-year period. He has assisted numerous Western Cape-based BEE groups over the years. His financial background has enabled him to balance the philosophies of BEE with sound financial strategies and principles. Shaun is also a shareholding director of African Alliance Properties through which, he and his fellow directors, have made several lucrative investments in the commercial property industry. With the experience gained as a chartered accountant he was able to create the financial vehicles in which these property deals were able to prosper. Shaun was appointed as an executive director to the Ascension Board on 22 May Shaun is also a shareholder and director of the Manager, further details of which are set out in paragraph Wayne Arendse (executive director) Wayne was employed in the clothing industry with Seardel, Rain-O-Mac and Waymar Manufacturing as an accountant and later the financial director for approximately 21 years. Since 1996 Wayne operated as Westward Financial Services, a consulting firm for National and Local Government on property asset management and joint venture empowerment development. Projects included: the Provincial Property Asset Register, the Saldanha Steel 20

23 development, Marine and Coastal and Maritime Forum and the Department of Correctional Services Prison planning. He joined a property development consultancy in February 2000 and shadowed the managing director until February 2003 where he introduced and concluded the purchase and resale of a development valued at R5.6 million during this period and realised a profit of R1.5 million. He formed a partnership with Shaun Rai in March 2003 and registered African Alliance Properties as equal shareholders. Whilst at African Alliance Properties they secured a government lease for the acquisition of the Foretrust building from Old Mutual. He has since been instrumental in the successful acquisition of a number of buildings in the Western Cape and Gauteng and installed various government departments in approximately m² of office space, while at the same time upgrading these buildings to a B+ grade property rating. Wayne was appointed as an executive director to the Ascension Board on 22 May Wayne is also a shareholder and director of the Manager, further details of which are set out in paragraph Chris Nissen (independent non-executive chairman) Chris obtained his diploma in Theology from the Federal Theological Seminary in Pietermaritzburg and a Master of Arts degree from the University of Cape Town. Between 1980 and 1993, Chris was a minister at the Reformed Presbyterian Church where his duties ranged from pastoral care and preaching through administration and counselling to helping build relationships between the church and the community. In 1994 he was appointed to the position of Minister of Economic Affairs and Reconstruction and Development Programme ( RDP ), focusing on the development of small, medium and micro enterprises in the Western Cape region. He was also tasked with the promotion of investment and trade in the Western Cape and undertook trade missions all over the world. Chris has a passion for RDP and has been involved in the formulating of no less than 180 Forums in the Western Cape and established the Local Economic Development Program. He has travelled abroad extensively in seeking trade and investment opportunities as well as actively encouraging the formation of BEE companies. Most recently, he achieved the Professional Management Reviewer's "Political Personality of the Year" award, which is evidence of the esteem with which he is held in the business community. Throughout his career, Chris has been involved with the ANC and has held positions ranging from executive member to chairperson of the organization in the Western Cape. In 1998, Chris was employed by the Department of Constitutional Development as National Head of Masakhane. Chris extensive business, government and community networks are invaluable to Ascension. Chris was appointed as an independent non-executive chairman to the Ascension Board on 15 November Mervyn Burton (independent non-executive director) Mervyn is a qualified chartered accountant. He held numerous positions including finance and supply chain director, commercial manager and general manager in finance and information technology, and has gained extensive experience in corporate governance, management accounts, budget implementation and maintenance, cash flow maintenance, internal controls, capital budgeting, tax efficiencies and compliance, procurement planning and warehousing. Previous positions include chairman of the Fishing Industry Medical Aid Audit Committee and trustee of I&J Pension Fund. Mervyn is currently a member of the City of Cape Town audit committee and a non-executive director at WP Blood Transfusion Services NPC. In September 2011, Mervyn started his own business specialising in business, accounting and taxation consultancy. Mervyn was appointed as an independent non-executive director to the Ascension Board on 15 November Bronwyn Bayvel (independent non-executive director) Bronwyn received a Bachelor of Commerce degree at the University of the Witwatersrand in Johannesburg, majoring in Economics. She started her banking career at CorpCapital Bank on the Corporate Funding desk, and has since gained over eight years experience 21

24 in the banking and property industries in South Africa. She worked for top South African property developer, Zenprop Property Holdings, where she managed the group s financial due diligence, capital raising and tax structuring. Before joining Dubai World Africa in January 2008 and relocating to Cape Town, she spent four years in the capital markets division at Investec Bank Limited where she was responsible for the advising, underwriting and arranging of the debt required for the acquisition by Dubai World and London & Regional of the V&A Waterfront in Cape Town. As corporate finance director at Dubai World Africa, she was responsible for financing various African assets as well as the refinancing of the V&A Waterfront facility in In addition, she acted as a shareholder representative at board level responsible predominantly for the asset management of their investment in the V&A Waterfront. In addition to the V&A Waterfront, Bronwyn has been involved in a number of prominent South African real estate transactions including, amongst others, acquisitions by an Australian based company of a local hotel group, development of the Maponya Mall in Soweto, management buyout of Lanseria International Airport and the funding of the One & Only Hotel. Bronwyn has been a director at Thirty3degrees Financial Services (Proprietary) Limited since August Thirty3degrees recently represented both offshore shareholders in the V&A Waterfront on the disposal to Public Investment Corporation and Growthpoint Properties Limited. Bronwyn was appointed as an independent non-executive director to the Ascension Board on 15 November Haroon Takolia (independent non-executive director) Haroon is a qualified chartered accountant and holds an MBA from the University of the Witwatersrand. He completed his articles of clerkship at Fram Cohen Kaplan and Kramer in 1979 and currently heads Takolia and Associates an independent audit practice with several high profile clients. Haroon is a respected auditor (with clients such as the National Union of Mineworkers and South African Tennis Association) and has varied business interests. He serves on a number of social and educational boards and joined the board of CEL as a non-executive director in August 2003 and presently chairs the audit committee. Haroon was appointed as an independent non-executive director to the Ascension board on 15 May Jeremy de Villiers (alternate director and company secretary) Jeremy de Villiers is the Managing Director of CEL, a listed diversified BEE investment holding group. Prior to joining CET in 2007 Jeremy accumulated over ten years experience in investment banking and corporate finance, the last five of which was as the general manager of Sasfin Capital, the successful investment banking, private equity, corporate advisory and JSE- Sponsor business unit of banking group Sasfin. He holds a B.Rek (cum laude) from Stellenbosch, a B.Compt (Hons) from Unisa and an H.Dip (Tax) from UCT. He qualified as a chartered accountant in Jeremy was appointed as the company secretary and as an alternate director to the Ascension Board on 15 November Qualification, appointment, voting power, retirement, remuneration and borrowing powers of Directors The relevant provisions of the MOI relating to qualification, appointment, voting powers, retirement, remuneration and borrowing powers of Directors are set out in Annexure 13. The borrowing powers of the Directors are unlimited The Directors borrowing powers have never been exceeded None of the Directors of Ascension has been disqualified by a court from acting as a director of the company, or from acting in management or conduct of the affairs of any company; been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement; 22

25 been a director of a company that has been put into liquidation or been placed under business rescue proceedings or had an administrator or other executor appointed during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position; been adjudged bankrupt or sequestrated in any jurisdiction; been a party to a scheme of arrangement or made any other form of compromise with creditors; been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities; been barred from entry into any profession or occupation; been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act; either themselves or any company which he/she was a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act; been removed from an office of trust, on grounds of misconduct, involving dishonesty; or had any court grant an order declaring him/her to be a delinquent or placed such director under probation in terms of section 162 of the Companies Act and/or 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984). 2.4 Auditors, attorneys, bankers and Company Secretary The name and business address of the Company s Auditors, attorneys, bankers and company secretary are set out in Corporate Information section. Jeremy de Villiers is the company secretary of Ascension. His qualifications and experience are set out in paragraph Remuneration of Directors The Directors remuneration for the year ended 31 December 2010 is as follows: Fees for Provident/ Pension Fund and Director s other Medical Aid Salary fees services contributions Bonuses Total Director R 000 R 000 R 000 R 000 R 000 R 000 Executive directors Wayne Arendse Total The Directors remuneration for the year ending 31 December 2011 is as follows: Provident/ Pension Fees for Fund and Director s other Medical Aid Salary fees services contributions Bonuses Total Director R 000 R 000 R 000 R 000 R 000 R 000 Executive directors Wayne Arendse Total

26 It is anticipated that the Directors remuneration for the 6 months ending 30 June 2012 will be as follows: 24 Fees for Provident/ Pension Fund and Director s other Medical Aid Salary fees services contributions Bonuses Total Director R 000 R 000 R 000 R 000 R 000 R 000 Executive directors* Ashraf Mohamed Henry Dednam Shaun Rai Wayne Arendse Jeremy de Villiers Non-executive directors Chris Nissen Mervyn Burton Bronwyn Bayvel Haroon Takolia Total * the executive directors are remunerated by the Manager Save for the tables above, the Directors of Ascension did not receive any emoluments for the years ending 31 December 2011 and 30 June 2012 in the form of: fees for services as a director; management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a director of the company; basic salaries; bonuses and performance-related payments; sums paid by way of expense allowance; any other material benefits received; contributions paid under any pension scheme; or any commission, gain or profit-sharing arrangements. It is anticipated that the Directors remuneration for the year ending 30 June 2013 will be as follows: Fees for Provident/ Pension Fund and Director s other Medical Aid Salary fees services^ contributions Bonuses Total Director R 000 R 000 R 000 R 000 R 000 R 000 Executive directors* Ashraf Mohamed Henry Dednam Shaun Rai Wayne Arendse Jeremy de Villiers Non-executive directors Chris Nissen Mervyn Burton Bronwyn Bayvel Haroon Takolia Total * the executive directors are remunerated by the Manager ^ paid by the Manager in consideration for services rendered as executive directors of the Manager

27 2.5.2 Save for the table above, the directors of Ascension will not receive any emoluments for the year ending 30 June 2013 in the form of: fees for services as a director; management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a director of the company; basic salaries; bonuses and performance-related payments; sums paid by way of expense allowance; any other material benefits received; contributions paid under any pension scheme; or any commission, gain or profit-sharing arrangements The executive directors are remunerated by the Manager. The directors fees of non-executive directors will be payable by Ascension. The payment of fees for other services is payable by the Manager Ascension has not paid any other fees or incurred any fees that are payable to a third party in lieu of directors fees The remuneration received by any of the Directors of Ascension will not be varied as a consequence of any transactions Save for the relationship with the Manager and the Property Manager, as set out in paragraph 2.8, the business of Ascension, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement Ascension has not provided any security or made any loans to or for the benefit of any director, manager or associate of any director or manager of Ascension. 2.6 Service contracts of Directors None of the other Directors have service contracts with the Company No restraints of trade have been imposed on any of the executive or non-executive Directors and no payments will be made in this regard. 2.7 Details of other directorships Details of other directorships held by the Directors of Ascension are contained in Annexure Management of the Property Portfolio Asset Management In accordance with the terms of the DPW letter, it is imperative to Ascension s investment strategy of securing long term leases with Government tenants, that, inter alia, Ascension be managed by an asset manager which is 100% black owned and controlled. Furthermore, a number of the existing leases in the Property Portfolio as detailed in paragraph 3.6 below have been or are in the process of being secured and renewed, for further periods of up to 10 years, on the condition that Ascension remains managed by an asset manager which is 100% black owned and controlled for the duration of the lease agreements. For purposes of this objective, Ascension has appointed the Manager to manage the Property Portfolio. The Directors and management have substantial collective experience and track records in the property industry. As indicated below, all of the shareholders and directors of the Manager are black persons for BEE purposes. Extracts of the Asset Management Agreement, including the functions of the Manager, the fees payable to the Manager and termination in terms thereof, are set out in Annexure 15, with the full terms of the Asset Management Agreement being available for inspection in terms of paragraph

28 Details of directors of the Manager The full names, ages, business addresses and capacities of the directors of the Manager are set out below: Name Age Qualification Capacity Business address Shaun Rai 51 Chartered Accountant Director c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 Wayne Arendse 63 Businessman Director c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 Ellen Tshabalala 53 BComm, Post Graduate Diploma in Labour Relations, International Licentiate Diploma in Banking Director c/o 2nd Floor, Sunclare Building, Dreyer Street, Claremont, 7700 The business address of the Manager is 2nd Floor, Sunclare Building, Dreyer Street, Claremont, Save for being Linked Unit Holders of Ascension, neither the Manager, nor its directors have any material beneficial interest, either direct or indirect, in the promotion of Ascension. No sums were paid or agreed to be paid within the three years preceding the date of this Pre-listing statement to any director of the Manager or to any company in which he is beneficially interested, directly or indirectly, or of which he/she is a director, in cash or securities or otherwise, by any person either to induce him/her to become or to qualify him/her as a director, or otherwise for services rendered by him/her or by the associate company or the associate entity in connection with the promotion or formation of Ascension. Shaun Rai is a 38.99% shareholder of CEL and accordingly has an indirect beneficial interest in the CET Subscription Agreement, the CET Loan Facility Agreement and the Disposal Agreement. Save as set out above and in paragraph 8.1, neither the Manager, nor its directors have any beneficial interest, direct or indirect, in any securities or participatory interests to be issued by Ascension. Save as set out above and in the Subscription Agreements, neither the Manager nor its directors, including those directors who have resigned in the last 18 months, have any material beneficial interest, either direct or indirect, in any transactions that were effected by Ascension during the current or immediately preceding financial year Experience of directors of the Manager Shaun Rai Please refer to paragraph above for his experience and qualifications. 26

29 Wayne Arendse Please refer to paragraph above for his experience and qualifications Ellen Tshabalala Ellen is a strategic consultant with an impeccable record in general corporate advisory, strategy development, port management, international business and banking. She has built her profile in the fields of general management and consulting, investments, education and community work. She holds a BCom degree (Economics & Industrial Psychology) from UNISA, Post Graduate Diploma in Labour Relations (UNISA), International Licentiate Diploma in Banking (Institute of Bankers SA), and a partially completed MSc in Engineering Business Management from University of Warwick UK. Ellen has extensive senior management experience in the corporate and state-owned companies in South Africa including Standard Bank, Transnet Ltd, PortCon Consulting and South African Post Office. She has also had a lot of exposure in international negotiations with businesses abroad on behalf of South African companies. She is also a nonexecutive director of Transnet and Cape Empowerment Limited Shareholders of the Manager The shareholders of the Manager are set out in the table below: Shareholder Total Percentage Ashraf Mohamed 5% Shaun Rai 45% Wayne Arendse 20% Ellen Tshabalala 5% Nigel Adriaanse 5% Theo Rai 5% Ascension Property Management Company BEE staff scheme 15% Total 100% Asset Management Fee For the Asset Management Services, the Company will pay the Manager the Asset Management Fee, calculated for the period until June 2013 as 0.25% of the enterprise value of the Company (being the sum of the Company s market capitalisation (based on one-month volume weighted average price) and net debt i.e. total interest bearing debt less cash and cash equivalents held by the Company), and calculated thereafter as 0.45% of the enterprise value of the Company. This will be calculated and payable monthly in arrears The Asset Management Fee excludes the following fees which is the usual arrangement in an externally managed property fund: auditing fees of Ascension; company secretarial fees of Ascension; independent valuation fees of the properties of Ascension; financing costs and finance raising fees; and development management fees of Ascension. 27

30 2.8.2 Property Management The Property Manager has been appointed to provide Property Management Services to the Company. The salient terms of the Property Management Agreement, including appointment, termination, duties and remuneration, are set out in Annexure 15. The Property Management Agreement will be available for inspection as set out in paragraph Details of the Property Manager The directors of the Property Manager are: Bev Esterhuizen; Donovan Agar; Alan Wallace; Ken Gerber; Leonard Michau; Roger Hunting; Thandi Bengu-Towo; David Alcock; Jonothan Broll; Royden du Plooy; Noluthando Gosa; and Malcolm Horne The business address of the Property Manager is Broll House, 27 Fricker Road, Illovo, Sandton, Neither the Property Manager, nor its directors have any beneficial interest, direct or indirect, in any securities or participatory interests to be issued by Ascension The shareholders of the Property Manager are set out in the table below: Shareholder Total Percentage Rowmoor Investments 579 (Pty) Ltd 80% Akhona Nalapha Investments (Proprietary) Limited 20% Total 100% Property Management fees 2.9 Relationship information For the Property Management Services, the Company will pay the Property Manager fees in respect of the Existing Properties calculated as follows: a management fee of 3.25% on all monies collected, including VAT; commission in accordance with the recommended tariff of the South African Property Owners Association in respect of leases negotiated with new tenants procured by the Property Manager during the period of the Property Manager s appointment hereunder; for all lease renewals the Property Manager will be paid a commission of 1.5% on the first 3 years and 0.5% on the remainder Save for Shaun Rai, who is 38.99% shareholder of CEL and accordingly has an indirect beneficial interest in the Disposal Agreement, none of the other Directors, promoters, Manager or Property Manager currently have any beneficial interests, direct or indirect, in relation to any property held by the Group nor are they contracted to become a tenant of any part of the property of the Group. 28

31 2.9.2 Other than in respect of those Directors who are directors of the Manager, (namely Shaun Rai and Wayne Arendse), there is no relationship between the directors of Ascension and any other person that may be seen to conflict with a duty to the Group The Directors and promoters do not have a material beneficial interest in the acquisition or disposal of any properties of the Company during the preceding 2 years. 3. INCORPORATION, HISTORY AND NATURE OF BUSINESS 3.1 Incorporation and history Ascension was established on 23 August 2006 as a black owned and managed property loan stock company to invest in assets and opportunities within the commercial property sector in South Africa, focussing on Government tenanted commercial office buildings Prior to the founding of Ascension, African Alliance Properties was founded by, amongst others, the Initial Shareholders as a black owned and managed property fund. The initial African Alliance property portfolio was sold, after a period of successful management and growth, to Ambit Properties Limited, a JSE-listed property fund, which later came to be owned by Redefine Properties Limited. As a result Shaun Rai, one of the Initial Shareholders, became a shareholder and a director of Ambit Properties Limited. Wayne Arendse was also a shareholder in Ambit Properties Limited In August 2007, Ascension acquired Bathopele and at the same time secured a 5 year lease agreement in respect of the entire building with the DPW. During 2009 and 2010, Ascension acquired the other Existing Properties with the object of expanding its portfolio and increasing its income streams with commercial properties suitably situated for anchor tenants and the DPW in particular In anticipation of the Listing, the Company was converted to a public company on Wednesday, 16 November During 2012, the Company changed its financial year end to 30 June of each year Save in terms of the Private Placement, the Listing, the Acquisitions and the Disposals there have been no other material changes in the financial or trading position of the Company since 31 December 2011 and the date of this Pre-listing statement Save in terms of the Private Placement, the Listing, the Acquisitions and the Disposals, there has been no other change in the trading objects or business of Ascension during the previous five years. 3.2 Structure Simultaneously with the Listing and the Private Placement, and in settlement of the shareholders loans and shareholders interests of the Initial Shareholders (assuming the full amount of R is owed by Ascension to CET in terms of the CET Loan Facility Agreement) A-Linked Units will be issued to Wayne Arendse, at a price of R4.00 per A-Linked Unit; and B-Linked Units will be issued to Shaun Rai, B-Linked Units will be issued to Wayne Arendse and B-Linked Units will be issued to CET at a price of 51 cents per B-Linked Unit; and B-Linked Units will be issued to the Ascension BEE Trust at a price of 88 cents per B-Linked Unit; and B-Debentures will be issued to Shaun Rai (to be linked to his existing 30 B-Shares upon issue thereof), 20 B-Debentures will be issued to Wayne Arendse (to be linked to his existing 20 B-Shares upon issue thereof), 25 B-Debentures will be issued to CET (to be linked to its existing 25 B-Shares upon issue thereof) and 25 B-Debentures will be issued to the Ascension BEE Trust (to be linked to its existing 25 B-Shares upon issue thereof), at a subscription price of 50 cents per B-Debenture, thereby creating an additional 100 B-Linked Units Further details of the issue of A-Linked Units, B-Linked Units and B-Debentures prior to the Listing are set out in paragraph

32 3.2.3 Save as set out above, there are no A-Linked Units or B-Linked Units in issue immediately prior to the Listing and the Private Placement The structure of Ascension immediately prior to the Listing and the Private Placement is set out below: ASCENSION PROPERTIES LIMITED EXISTING PROPERTIES ACQUISITION PROPERTIES 45 on Castle Schreiner Chambers NBC 540 Pretorius Street Matrix House Bathopele PROROM River Park 1 and 2 Bergstan House Mishumo House 90 Market Street Riverview 1 and 2 Nedbank Centre Sigma 92 Market Street VWL Spectrum 3.3 Investment strategy The objective of Ascension is to grow its asset base by investing in well-priced income producing properties to optimise capital and income returns over time for Linked Unit Holders. The Company may also, from time to time and on a selective basis, redevelop properties to enhance value and support longer-term income and capital growth The primary objectives of Ascension are to: provide an income stream through the acquisition of mainly office investment properties secured by long leases with stable tenants such as the South African Government; invest in a focussed property portfolio that provides good growth opportunities; optimise and secure long-term distribution and capital growth; and allow Linked Unit Holders to participate in the net income (after providing for related expenditure) by distributing the majority of the net income to Linked Unit Holders Should the opportunity arise, the Company may consider the acquisition of or investment in other property funds that will contribute favourably over time to the capital and income returns for Linked Unit Holders. 3.4 Growth strategy It is the objective of the Company to grow its asset base by investing in fairly valued incomeproducing properties that will enhance the overall capital and income returns of the Company in the medium to long term. Redevelopment opportunities will be selectively considered. With the extensive experience of the management team coupled with the existing portfolio and the pipeline of targeted opportunities, Ascension is well set to achieve its goal to grow into a multi billion Rand fund over the next few years. 3.5 Prospects The Directors are of the opinion that the Group s investment strategy and the strength, experience and proven track record of the Manager will provide the Group and its investors with strong prospects in the property sector. 30

33 3.5.2 The Property Portfolio is composed of quality assets with a strong robust tenant base which, coupled with low vacancies and medium to long-term expiry profiles, provide adequate stability for the creation of earnings and capital growth over the long term As one of only three black managed listed property funds in South Africa, the Directors anticipate that Ascension will continue to be in a position to take advantage of opportunities to secure long term leases with Government tenants. As a BEE empowered listed property fund, Ascension is an ideal BEE partner to other listed property funds and institutional property investors. In addition, smaller BEE players in the property sector looking to exit their Government portfolios may opt to dispose of their properties to Ascension in exchange for Linked Units in Ascension The A-Linked Unit structure provides a low risk profile for investors. The A-Debenture is bond-like in nature, with distributions increasing at 5% per annum from 30 June The distributions on the A-Debentures rank ahead of the distributions on the B-Debentures and Ascension s distributable income for the year ending 30 June 2013 would need to fall by more than 70% from forecast levels for the distribution payments on the A-Debenture to be at risk. 3.6 Property Portfolio On transfer of the Acquisition Properties in terms of the Acquisition Agreements, the Property Portfolio will consist of the Existing Properties and the Acquisition Properties At the Last Practical Date, Ascension held the Existing Properties, being: Schreiner Chambers, Spectrum, Bathopele, Mishumo House, Sigma, 45 on Castle, Bergstan House, Nedbank Centre and Matrix House. The Acquisition Properties, being, NBC, PROROM, 90 Market Street, 92 Market Street, 540 Pretorius Street, River Park 1 and 2, Riverview 1 and 2 and VWL will be transferred after the Listing as set out in paragraph The Property Portfolio consists of 17 properties with the Existing Properties having a total GLA of m 2 and the Acquisition Properties having a total GLA of m An analysis of the Property Portfolio by market value, sector, tenancy, geographical spread and by lease expiry profile is set out below in respect of the Existing Properties in the Property Portfolio and the Property Portfolio Further details of the Existing Properties and the Acquisition Properties are provided in Annexure Description of the Existing Properties Schreiner Chambers Schreiner Chambers is an 18 storey high-rise office block with three basement parking levels in Johannesburg Central. The various levels are accessed by six lift shafts and the building offers 24-hour security and secure parking facility. The building offers ground floor retail areas with the upper floors comprising office space occupied by numerous attorneys and advocates including the Department of Justice, rendering services to the High Court which is located diagonally opposite the property. The property has recently been substantially renovated. The Company is in advanced negotiations with the DPW to take up additional space in the building. Office space is also let to Business Venture Investments No 1374 (Proprietary) Limited, a business involved in the letting of office space on a short term basis to its customers Spectrum The property comprises two buildings, a six level office block and a parkade building behind the office block. There are two tenants in the building, namely DPW and Telkom Limited with signed leases expiring on 30 June 2019 and 31 October 2013 respectively Bathopele The property comprises an 11 storey office block and two basement parking levels. The various levels are accessed by four lift shafts. The building offers 24-hour security and a secure parking facility. The building is currently fully occupied by 31

34 the Gauteng Provincial Government in terms of a five year lease agreement, which expires in August 2012 and allows the Company the opportunity to renegotiate the terms of the lease Mishumo House Sigma The property comprises a six storey office block development with three basement parking levels. The various levels are accessed by four lift shafts and the building offers 24-hour security and a secure parking facility. The first four floors of the building are currently occupied by the Department of Labour on a lease that commenced on 1 July 2009 and expires on 31 May The top two floors are currently vacant and are undergoing minor renovation as part of procuring additional leases. The property comprises an office block with a retail component on the ground floor, parking on the first floor and seven floors of office above. All office space in the building is rented to the DPW until 31 July Since July 2011, the retail space is also being let to the DPW for use as storage and an auditorium on Castle The property is located on the corner of Berg and Castle Streets in the centre of Cape Town. The 11 storey building is of concrete frame construction with brick wall infills. It is currently undergoing refurbishment and expansion. Once completed, the building will be 13 storeys with an external glass clad facade and internal finishes of A-Grade quality. Ascension has signed a 119-month lease with the DPW for 7 124m 2 to commence in November The Company is in advanced negotiations with the DPW to take up the remaining space in the building not currently occupied by them Bergstan House This building is located in Cape Town with frontage to Loop and Castle Streets and comprises ground and four upper floors. It has a reinforced concrete frame with brick walls mainly plastered and painted. It accommodates a large retail shop, a small kiosk and a reception area, first floor parking, and offices and toilets above. The primary tenant is Bergstan Consulting Engineers who have a 60-month lease expiring in February Matrix House This building is in Cape Town with frontage to Strand, Castle and Bree Streets and is multi-storey comprising basement, ground, and 6 upper floors. The ground level comprises vehicle showrooms with offices above. The office space is leased to a number of tenants, the largest of which is the Commission for Land Restitution which occupies 2 264m Nedbank Centre NBC This building is located in Cape Town and is multi-storey comprising ground and 13 upper floors. It accommodates, at ground floor level two shops and the main entrance, restaurant at first floor, parking for 14 vehicles at second floor and offices above. Salient details regarding the head lease in respect of Bergstan House, Matrix House and Nedbank Centre are set out in Annexure 17. The Independent Valuer has treated Bergstan House, Matrix House and Nedbank Centre as one building as the buildings are adjacent. NBC is a single tenanted 16 storey building providing office accommodation with supporting basement and upper ground parking facilities. On the roof of the building, there is a residential two bedroom flat. The property is leased in its entirety to NBC Holdings (Proprietary) Limited under a lease expiring on 30 June NBC Holdings (Proprietary) Limited is responsible for the payment of all 32

35 expenses of whatsoever nature incurred in respect of the occupation, operation and maintenance of the building throughout the period of the lease PROROM This building comprises a basement, ground and six upper floors, together with a flat located on the roof. In addition, there is a small building in front of the main building with basement, ground and a 1st floor. The ground floor is occupied by retailers, three of which are national traders, and the Government of South Africa (Water Affairs). The 1st to 6th upper floors provide office accommodation Market Street The property, which was constructed in 1904, has a double volume banking hall at the ground level with three upper levels of offices and basement storage. The property is presently vacant due to fire damage which make the premises unsuitable for occupation at present Market Street 92 Market Street is currently a 496m² piece of vacant land. It is intended to redevelop this site with a two level (basement and ground floor) parking facility for the provision of 48 bays which will be leased to the occupants of the adjacent buildings (90 Market Street and Bathopele). It is the intention to lease these bays at R600 to R650 per bay per month, exclusive of VAT Pretorius Street The site comprises a multi-storey B-grade building and is located in the Arcadia area of Pretoria at 540 Pretorius Street. The building is an H-shaped commercial building with an under building parking deck with a further basement level. The ground floor level and reception is raised one storey above street level. The 1st to 5th upper floors provide office accommodation. The property is occupied by a single government tenant, the South African Police Service. The lease is valid until 31 January 2016 with an option to renew which must be exercised 6 months prior to expiration of the existing lease Riverview 1 and 2 and River Park 1 and 2 This is a modern office and retail complex located in the popular and rapidly developing commercial and retail node of Riverside located on the periphery of Nelspruit along the main arterial route the R40 in the direction of White River and close to the junction of the N4 (bypass route around Nelspruit). The property incorporates two complexes known as Riverview and River Park which comprises three 4 storey office buildings and a single storey retail showroom facility erected in The office blocks overlook a river and the park in a tranquil environment removed from the hustle and bustle of the R40 with its expanding ribbon development and heavy vehicular traffic flows. The retail showrooms are ostensibly designed for motor vehicle sales. Riverview comprises two similar constructed rectangular buildings with part lower floor, and three upper floors set in a park complex with shared facilities with River Park complex m² is occupied by the Government of South Africa (Education) whose lease expires on 31 October River Park comprise an office block constructed rectangular building with part lower floor, and three upper floors set in a park complex with shared facilities with River Park complex. There is also a portion of land in the park measuring approximately 4 000m² which can be developed with approximately 6 500m² bulk. The office block is occupied by the Government of South Africa (Human Settlement) whose lease expires on 31 October Of the retail space, the main tenant, Auto Pedigree, occupies 565m². There is at present 1163m² retail space which is vacant. The only other retail tenant GWM Motors is to vacate at the end of June

36 VWL Details of the head lease agreement between Coffee Break Investments, the vendor and Ascension are set out in paragraph The building comprises a high rise office tower block over two underground parking basements and a single ground floor retail arcade located along the two non street sides of the tower. The retail arcade is an L shaped single storey building with a pedestrian walkway next to the tower and retail/office space on both sides. Some retail space thus occupies part of the tower ground floor and the rest occupies the site perimeter. The tower block has seventeen office floors above the ground floor and plant rooms occupy the top of the building. There are two arcade retail areas in the tower ground floor which are vacant. The main tenant, Telkom Limited, occupies the office tower from floors 1 to 15 and 170 parking bays under a lease which expires 31 May Analysis of the Existing Properties in the Property Portfolio An analysis of the Existing Properties in the Property Portfolio in respect of sectoral, geographic, tenant, vacancy and lease expiry profiles is provided below Sectoral profile Sectoral profile by GLA Sectoral profile by gross rentals* * Forecast for the year ending 30 June Geographical profile Geographic profile by GLA Geographic profile by gross rentals* * Forecast for the year ending 30 June Tenant profile Tenant profile by GLA* * Based on existing leases at 31 March

37 The following key is applicable to the chart above: A. Large national tenants, large listed tenants, Government and major franchisees. These include, inter alia, the DPW, Gauteng Provincial Government and Telkom Limited. B. National tentants, listed tenants, franchisees, medium to large professional firms; and C. Other (approximately 79 tenants) Vacancy profile Vacancy profile by GLA* Vacancy profile by sector* * Based on existing leases at 31 March Lease expiry profile GLA* Total Office Retail Other Vacant 7.7% 6.3% 19.8% 100.0% 30 June % 3.6% 30 June % 25.3% 50.9% 30 June % 16.2% 12.1% 30 June % 4.5% 8.3% 30 June % 2.0% 6.1% 30 June % 1.9% Beyond 30 June % 40.3% 2.8% * Based on existing leases at 31 March 2012 Gross rentals* 100.0% 100.0% 100.0% 100.0% Total Office Retail Other 30 June % 3.6% 63.6% 30 June % 25.7% 61.1% 3.4% 30 June % 16.6% 20.7% 13.4% 30 June % 4.4% 6.9% 30 June % 2.0% 8.8% 19.6% 30 June % 1.8% Beyond 30 June % 45.9% 2.4% * Contractual revenue forecast for the year ending 30 June Rental escalations and rental per square metre 100.0% 100.0% 100.0% 100.0% The annualised weighted average base rental escalation by GLA in the Existing Property Portfolio for the year ending 30 June 2013 is as follows: Sector % Office 9.0% Retail 9.0% Other 8.8% Total 9.0% 35

38 The average property yield in the Existing Property Portfolio, post the development of 45 on Castle, for the year ending 30 June 2013 is 11.6%. The weighted average base rental per square metre in the Existing Property Portfolio for the year ending 30 June 2013 is as follows: Sector R/m 2 per month Office 78.3 Retail Other 59.0 Total Analysis of the Property Portfolio An analysis of the Property Portfolio in respect of sectoral, geographic, tenant, vacancy and lease expiry profiles is provided below Sectoral profile Sectoral profile by GLA Sectoral profile by gross rentals* * Forecast for the year ending 30 June Geographical profile Geographic profile by GLA Geographic profile by gross rentals* * Forecast for the year ending 30 June Tenant profile Tenant profile by GLA* * Based on existing leases at 31 March

39 The following key is applicable to the chart above: A. Large national tenants, large listed tenants, Government and major franchisees. These include, inter alia, the DPW, Gauteng Provincial Government and Telkom Limited. B. National tentants, listed tenants, franchisees, medium to large professional firms; and C. Other (approximately 86 tenants) Vacancy profile Vacancy profile by GLA* Vacancy profile by sector* * Based on existing leases at 31 March Lease expiry profile GLA* Total Office Retail Other Vacant 7.1% 6.3% 14.2% 100.0% 30 June % 2.1% 4.0% 30 June % 32.8% 39.6% 30 June % 10.8% 24.1% 30 June % 2.6% 7.1% 30 June % 11.8% 9.4% 30 June % 1.1% Beyond 30 June % 32.5% 1.7% * Based on existing leases at 31 March % 100.0% 100.0% 100.0% Gross rentals* Total Office Retail Other 30 June % 2.2% 5.0% 63.6% 30 June % 25.3% 48.7% 3.4% 30 June % 11.9% 31.4% 13.4% 30 June % 2.6% 4.5% 30 June % 19.0% 9.0% 19.6% 30 June % 1.0% Beyond 30 June % 38.1% 1.3% * Contractual revenue forecast for the year ending 30 June % 100.0% 100.0% 100.0% 37