TANGE ER (KW WADUK KUZA) ST Sttanger Shoppiing Cen ntre 104 King g Shaka a Road TU UESDAY Y 18th August A 00 2015 @ 12H0 Th he Wand derers Club, Illov vo Sa andton, Johanne esburg UCTIONEE ER: Ismail Hendrick ks AU BR ROKER: M Marc Saks 079 646 3655 / m [email protected]

1

PROPERTY INFORMATION

TA ABLE OF CONTENTS

TABLE OF CONTENTS OPPORTUNITY SUMMARY

3

PROPERTY SUMMARY

4

1.

LOCALITY (SEE ANNEXURE A)

4

2.

LEGAL INFORMATION (SEE ANNEXURES B AND C)

4

3.

TOWN PLANNING

4

4.

LOCATIONAL ANALYSIS

4

5.

THE DEVELOPMENT

5

ANNEXURES ANNEXURE A - LOCALITY

6

ANNEXURE B - TITLE DEED

7

ANNEXURE C - SG DIAGRAM

10

ANNEXURE D - INCOME STATEMENT

12

ANNEXURE E - RENTAL SCHEDULE

13

ANNEXURE F - ZONING

14

ANNEXURE G - PHOTOGROPHY

16

ANNEXURE H - NOTES

17

TERMS & CONDITIONS: Bidders must register and bring ID, proof of residence (FICA) and letter of authority to sign on behalf of a juristic entity. Rules of auction are available at www.broll.com and at our offices. The auction is conducted in terms of the regulations relating to auctions contained in The Consumer Protection Act 68 of 2008 and notice is given that all sales are subject to a minimum reserve unless otherwise stated. DISCLAIMER: “Whilst all reasonable care has been taken to obtain the correct information, neither Broll Auctions and Sales (Pty) Ltd, nor any of its subsidiaries and related companies, nor the Sellers, guarantee the correctness of the information, and none of the aforementioned will be held liable for any direct or indirect damages or loss, of whatsoever nature, suffered by any person as a result of errors or omissions in the information supplied, whether due to the negligence or otherwise of Broll Auctions and Sales and its subsidiaries and related companied, the Seller, or any other person”.

OPPORTUNITY SUMMARY

Description Erf Size Zoning Gross Lettable Area GLA Tenanted GLA Vacant

Income Statement

3

An established retail centre situated in the heart of the Stanger CBD in KZN. The anchor tenant is Edgars and other tenants include large multinational chain stores Jet-Mart, Markham and American Swiss. 3 045m² General Commercial 3 189m2 3 189 (100%) 0 (0%) Projected For Year Ended 30 Sep 2016 Gross Income R5,259,695 Less Operating Expenses (R515,382) Net Income R4,744,313

PROPERTY PROPERTY SUMMARY SUMMARY 1. Locality (see Annexure A) Property Address: Suburb and City: Local Authority: Province:

104 King Shaka Road, Stanger Stanger CBD KwaDakuza Muncipality KwaZulu-Natal

2. Legal Information (see Annexures B and C) Erf number(s): Township: Erf Extent:

Title Deed Number: Registered Owner:

Erf 150 Stanger (KwaDukuza) Erf 153 Stanger (KwaDukuza) Stanger Erf 150: 1 501m² Erf 150: 1 544m² Total: 3 045m² T40362/2005 Paramount Property Fund

3. Town Planning Zoning: Height: Coverage: F.A.R: Parking: Building line:

General Commercial 6 Storeys 100% 2.5 1 Bay per 23m² GBA 2 Metres; side and rear

4. Locational Analysis The subject property is located in the heart of the Stanger CBD on the corner of King Shaka Street and Chief Albert Luthuli Street. Stanger is located approximately 70 kilometres north of Durban, roughly 30 kilometres north of the new King Shaka International airport and circa 20 kilometres north of the town of Ballito. Stanger is the commercial, magisterial and railway center of an important sugar-producing district. King Shaka and Chief Albert Luthuli Street are main streets within the CBD and experience high traffic volumes offering good exposure to the property. The subject property is well placed to take advantage of significant pedestrian traffic.

4

PROPERTY SUMMARY 5. The Development The subject property offers an established retail centre offering ground floor retail accommodation to Erf 150 Stanger and ground floor retail accommodation and first floor office accommodation to Erf 153 Stanger. Access is directly off King Shaka Street. Although street front parking is available, pedestrian access would make up the bulk of the daily trade.

Roofs:

Concrete Tile/IBR

Ceilings:

Suspended Ceilings

External Walls:

Plastered and Painted

Internal Walls:

Plastered and Painted

Floor Coverings:

Floor cover is predominantly ceramic tile

Topography The subject property is south facing off King Shaka Street and west facing off Chief Luthuli Street. The site is level in terms of topography. Access The subject property offers pedestrian access from both King Shaka Street and Chief Luthuli Street. Accommodation Areas Retail 3 189m² The subject property comprises an established retail centre offering a GLA of approximately 3189m² and is split as follows: Unit

Tenant

Area

1

Jet

761m²

2

Markham

286m²

3

American Swiss

80m²

4

Edgars

5

Magnificent Seven CC

1,842m² 220m²

American Swiss, Jet, Markham and Edgars are long standing blue-chip national tenants and offer a certain degree of security of income to the property.

5

ANNEXURE A - LOCALIT TY

6

NNEXU URE T DEED DEED ANNEXU RE BB -- TITLE TTITLE DE

7

ANNEXU URE B - TITLE DEED

8

ANNEXU URE B - TITLE DEED

9

ANNEXURE ANNEXURE CC –– SG SG DIAGRAM DIAGRAM

10

ANNEXU URE C – SG DIAG GRAM

11 1

ANNEXURE DD –– INCOME INCOMESTATEMENT STATEMENT ANNEXURE

ACTUAL

PROJECTED

JUNE 2015  ANNUALISED

PROJECTED

** YR 1  ** YR 2  1 OCT 2015 ‐ 30 SEPT 2016 1 OCT 2016 ‐ 30 SEPT 2017

TOTAL RENTAL INCOME

R 4,697,569

R 4,866,827

R 5,219,921

Rental Income

R 4,687,489

R 4,856,148

R 5,208,388

Parking Income

R 10,080

R 10,679

R 11,533

TOTAL RECOVERIES

R 356,634

R 392,868

R 424,297

Recoverable Rates and Taxes

R 281,445

R 310,040

R 334,843

Recoverable Electricity

R 7,688

R 8,469

R 9,147

Recoverable Sewerage

R 64,129

R 70,645

R 76,296

R 3,372

R 3,715

R 4,012

TOTAL GROSS INCOME

R 5,054,203

R 5,259,695

R 5,644,219

OPERATING EXPENSES

R 470,100

R 515,382

R 556,612

Rates & Taxes

R 335,160

R 369,212

R 398,749

Electricity

R 7,788

R 8,579

R 9,266

Sewerage

R 64,129

R 70,645

R 76,296

Recoverable Refuse

Refuse

R 3,395

R 3,740

R 4,039

Repairs and Maintenance

R 31,570

R 33,464

R 36,141

Insurance

R 28,058

R 29,741

R 32,121

TOTAL EXPENSES

R 470,100

R 515,382

R 556,612

R 4,584,103

R 4,744,313

R 5,087,607

NET OPERATING INCOME *

Current financial information supplied by vendor.

** Projections are based on current financials and tenancy information with additional assumptions and projections  made by Broll management.

12

No

13

Tenants

7 Occupied 0 Vacant

Total

1 Edcon LTD T/A Jet 2 Foschini Retail Group (Pty) Ltd T/A Markhams 3 Foschini Retail Group (Pty) Ltd T/A American Swiss 4 Edcon LTD T/A Edgars 5 Magnificent Seven CC 6 Nereen Naidoo 7 Lower Tugela Pharmacy

1 2 3 4 5 -

Unit

Use Retail Retail Retail Retail Retail Parking Parking

Description Clothing National Clothing National Jewellery Department Store -

1 1

Parking

2 3,189.00 0.00

3,189.00

761.00 286.00 80.00 1,842.00 220.00 -

Area m²

Lease Start

100.0% 0.0%

01-Apr-13 01-Apr-13 01-Apr-13 01-Apr-13 01-May-11 -

Lease Expiry 31-Mar-18 31-Mar-18 31-Mar-18 31-Mar-18 30-Apr-16 31-Dec-13 31-Dec-13

Duration 5 yrs, 0 mths 5 yrs, 0 mths 5 yrs, 0 mths 5 yrs, 0 mths 5 yrs, 0 mths -

Esc. 7.0% 8.0% 8.0% 7.0% 10.0% 12.0% 12.0%

R 122.49

R 122.49

R 124.71 R 160.66 R 163.68 R 121.34 R 59.90 -

Rent / m²

R 390,624.07

R 390,624.07

R 94,902.12 R 45,948.74 R 13,094.47 R 223,501.84 R 13,176.90 -

Rent

Jun-15

R 840.00

R 840.00

280.00 560.00

Parking

ANNEXURE ANNEXURE EE –– RENTAL RENTALSCHEDULE SCHEDULE

ANNEXURE F - ZONING

14

ANNEXURE F - ZONING

15

ANNEXURE G - PHOTOGRAPHY

16

STREET VIEW

STREET VIEW

PEDESTRIAN WALKWAY

MARKHAM

UPSTAIRS UNIT

AMERICAN SWISS

Rules of Auction and Conditions of Sale

1.5. IMMOVABLE PROPERTY

Section 45 subsection (2) of the Act provides that: “When goods are put up for sale by auction in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction.”

DATE OF AUCTION

:

18 August, 2015

PLACE OF AUCTION :

The Wanderers Club, 21 North Street, Illovo, Johannesburg

TIME OF AUCTION

:

12pm

AUCTION HOUSE

:

Broll Auctions and Sales (Pty) Ltd

AUCTIONEER

:

(Registration Number 2014/250826/07)

1.6.

The auction will commence at the published time and will not be delayed to allow any specific person or more persons in general to take part in the auction.

1.7.

Registration to bid at the auction:

Ismail Hendricks Suite 4, 1st Floor, Atholl Square, Cnr Katherine Drive and

1.7.1 Anyone that intends to bid at the auction must register his or her identity on the bidder’s

Wierda Road East, Sandown

record prior to the commencement of the auction. Such registration must meet the

Contact number: 087 700 8290

requirements of FICA (Financial Intelligence Centre Act, 2001) in respect of the

Email: [email protected]

establishment and verification of identity of the person, and the person must sign the registration entry.

Will offer for sale by public auction the following immovable property: 1.7.2 A person who attends the auction to bid on behalf of another person (i.e. on behalf ERF

:

REMAINDER OF ERF 150 AND 153 STANGER

of a company) must produce a letter of authority that expressly authorises him or her

KNOWN AS

:

STANGER CENTRE, 104 KING SHAKA STREET, STANGER

to bid on behalf of that person and the person bidding on his or her behalf must meet

IN COMBINED EXTENT:

3,045m²

the requirements set out in clause 1.7.1 above. Where a person is bidding on behalf of

TITLE DEED NUMBER :

T4362/2005

a company the letter of authority must appear on the letterhead of the company and must be accompanied by a certified copy of the resolution authorising him or her to bid on behalf of the company.

RULES OF AUCTION 1.8 1.1.

The bidder’s record and the vendor roll will be made available for inspection at the offices of

Each prospective bidder must read these Rules of Auction together with the attached

Broll Auctions and Sales (Pty) Ltd during normal business hours without the charge of a fee.

Conditions of Sale Agreement and must not bid unless he or she has done so.

The bidders’ record will also be available for inspection at the auction.

1.2.

The sale by auction is subject to a reserve price.

1.3.

The auctioneer or his agent shall be entitled to bid up to the reserve price on behalf of the

1.9 Broll Auctions and Sales (Pty) Ltd has a trust account. All money due to the seller in terms of the Rules of Auction will be paid into this trust account for the benefit of the seller, minus any commission payable to Broll Auctions and Sales (Pty) Ltd.

owner, but shall not be entitled to make a bid equal to or exceeding the reserve price.

1.4.

The rules of auction comply with section 45 of the Consumer Protection Act, Act 68 of 2008 (“the Act”) and with the Consumer Protection Act Regulations (“the Regulations”) that have

1.10 The auctioneer will during the auction announce the reason for the auction unless that reason is the normal and voluntary disposal of property by the seller.

been published in terms thereof.

Page 2 of 28

1.11 The total cost of advertising and conducting the auction of the property is R35,000.00 which

I the AUCTIONEER do hereby certify that, to the best of my knowledge, these Rules of Auction meet

costs are broken down as follows:

the requirements of regulation 21 of the Consumer Protection Act Regulations as published in

1.11.1 Advertising costs;

Government Gazette No. 34180 of 1 April 2011.

1.11.2 Brochure and marketing material; 1.11.3 Auction venue costs; 1.11.4 Photography.

__________________________________ AUCTIONEER (duly authorised)

1.12 The conduct of the auction is subject to the control of the auctioneer who has the sole right to regulate the bidding procedure.

1.13 The sale shall be by the rise and the property shall be sold to the highest bidder subject to the Rules of Auction.

1.14 Every bid shall constitute an offer to purchase the property for the amount bid upon the terms and conditions contained in the Conditions of Sale, which the seller or the auctioneer may accept or reject in their absolute discretion. The seller shall be entitled, in its absolute discretion, to withdraw the property from sale prior to acceptance by the seller.

1.15 If no bid equals or exceeds the reserve price, the property may be withdrawn from the auction. The seller shall be entitled to instruct the auctioneer to accept any lower bid.

1.16 In the event of any dispute between the bidders, the decision of the auctioneer shall be final and binding.

1.17 Any error by the auctioneer shall be entitled to be corrected by him.

1.18 No bid may be withdrawn after the fall of the hammer until the expiry of the confirmation period that is provided for in the Conditions of Sale, during which time the offer shall be open for acceptance by the seller or his agent and if the offer is accepted, the sale shall be deemed to be a sale by auction for purposes of the Act.

1.19 The highest bidder ("the purchaser") shall sign the Conditions of Sale immediately on the fall of the hammer.

Page 3 of 28

Page 4 of 28

__________________________ DATE

Duly instructed by PARAMOUNT PROPERTY FUND LTD

2.

PURCHASE PRICE

(the “SELLER”) The Purchase Price of the PROPERTY, plus Value Added Tax ("VAT") if applicable, shall be

and

paid as follows: BROLL AUCTIONS AND SALES (PTY) LIMITED Registration Number 2014/250826/07

2.1

Duly represented by: Ismail Hendricks

A deposit of 5% (five per cent) of the Purchase Price payable to the AUCTIONEER by the PURCHASER immediately on the fall of the hammer, which amount the PURCHASER

(the “AUCTIONEER”)

hereby authorises the AUCTIONEER to pay over to the SELLER'S Attorneys;

Hereby offers for sale by public auction the following immovable property: 2.2 ERF

:

REMAINDER OF ERF 150 AND 153 STANGER

KNOWN AS

:

STANGER CENTRE, 104 KING SHAKA STREET, STANGER

IN COMBINED EXTENT:

3,045m²

TITLE DEED NUMBER :

T4362/2005

The deposit paid in terms of this clause will be invested by the SELLER'S Attorneys on call at a commercial bank on behalf of and the interest for the benefit of the PURCHASER. The PURCHASER'S signature hereto shall constitute the PURCHASER'S written consent in terms of Section 78(2A) of the Attorneys Act, authorising the SELLER'S Attorneys to invest all amounts paid on account of the Purchase Price in an interest bearing account with a bank of the SELLER’S Attorneys choice. No monies shall be invested without

Together with all improvements thereon (the “PROPERTY”) on the following terms and conditions:

compliance of clause 8.6 of this Agreement. 1.

ACCEPTANCE AND CONFIRMATION 2.3 1.1.

The balance of the Purchase Price shall be paid in cash and secured, to the satisfaction

The PURCHASER’S offer shall remain open for acceptance by the SELLER or by the

of the SELLER'S Attorneys, by a written guarantee from a registered financial institution,

AUCTIONEER on behalf of the SELLER, until 18H00 on the 27TH day of August, 2015

payable free of exchange, against registration of transfer of the PROPERTY into the

(“confirmation period”). The PURCHASER and the AUCTIONEER acknowledge and

PURCHASER'S name. The PURCHASER may elect to secure the balance of the

agree that this provision constitutes a stipulation for the benefit of the SELLER.

Purchase Price by payment in cash to the SELLER'S Attorneys, who shall hold same in trust, pending registration of transfer into the name of the PURCHASER. The aforesaid

1.2.

The PURCHASER'S offer shall be deemed to have been accepted only when the

guarantee shall be presented and/or cash shall be payable by the PURCHASER to the

SELLER or the AUCTIONEER, whichever may be applicable, has signed these

SELLER'S Attorneys within 45 (forty five) days from date of acceptance by the Seller.

Conditions of Sale on behalf of the SELLER in the space provided at the end of this Agreement and the Seller shall not be required to notify the PURCHASER of the

2.4

acceptance of its offer prior to expiry of the confirmation period.

Each payment made by the PURCHASER in terms of this Agreement shall be allocated first to the payment of AUCTIONEER'S Commission, then interest and thereafter to the payment of any other monies due in terms hereof.

1.3.

Should the SELLER reject the PURCHASER'S offer, the AUCTIONEER will repay to the PURCHASER any deposit and commission paid to it in terms of this agreement.

3.

VALUE ADDED TAX AND TRANSFER DUTY It is recorded that, if applicable:

1.4.

In the event of the sale requiring the consent of any statutory authority or any court of law, then this sale is subject to the granting of such consent.

Page 5 of 28

3.1

Page 6 of 28

The Purchase Price is exclusive of VAT at the rate of zero percent.

3.2

It is recorded that it is the intention of the parties that this transaction be a zero rated transaction in terms of Section 11 (1) (e) of the Value Added Tax Act (the “Act”) and it

4

AUCTIONEER'S COMMISSION

is agreed that the purchase price is inclusive of VAT at a rate of zero percent. 4.1 3.3

It is recorded that in the event that VAT is applicable; 3.3.1

The PURCHASER shall be liable for and pay, in addition to the amounts payable in terms of clauses 2.1 and 2.3, AUCTIONEER’S commission of 5% (five per cent) of

The PROPERTY constitutes an enterprise as defined in the Act and is sold

the Purchase Price, plus VAT thereon, which commission shall be deemed to have

as a going concern that will on the date of transfer be an income earning

been earned and is payable immediately upon the fall of the hammer or upon the

activity capable of separate operation, and the supply of the PROPERTY shall

signing of this Agreement by the Purchaser, whichever happens first.

be ‘zero rated’ in terms of Section 11 (1) (e) of the Act; 4.2 3.3.2

The assets and all other aspects of the business that are necessary for

above for any reason whatsoever, the SELLER hereby instructs his attorneys to pay

carrying on the enterprise, including all existing lease agreements pertaining

the commission or balance thereof, whichever may be applicable, to the AUCTIONEER

to the property, are being disposed of to the PURCHASER in terms of this

as a first draw from the proceeds of this sale, against registration of transfer of the

Agreement.

3.4

If commission is not paid by the PURCHASER to the AUCTIONEER in terms of 4.1

PROPERTY into the name of the PURCHASER.

It is recorded that in the event that VAT is applicable; The SELLER and PURCHASER 4.3

respectively warrant to the other that they will, with effect from the date of conclusion of

If this Agreement is cancelled as a consequence of the default by the SELLER, then the SELLER acknowledges and agrees that it shall be jointly and severally liable with

this Agreement, be registered as vendors in terms of the Act. The PURCHASER

the PURCHASER for payment of AUCTIONEER’S commission as contemplated

undertakes to provide the SELLER’S attorneys with a copy of its VAT Registration

herein.

Certificate (form VAT 103) at least 21 (twenty one) days before the anticipated Transfer Date and the PURCHASER warrants that it has applied for VAT registration before the date of conclusion of this Agreement.

3.5

5

OCCUPATIONAL INTEREST

If for any reason VAT is payable on this sale at a rate other than at the zero rate, then

Should the PURCHASER take possession of the PROPERTY prior to registration of transfer,

the PURCHASER agrees and undertakes that it will be liable for payment of any such

he shall pay occupational interest, calculated at the rate of 10% (Ten per cent) per annum on

VAT or additional VAT and such VAT will be added to the Purchase Price and payable

the balance of the Purchase Price outstanding and capitalised monthly from date of

on registration of transfer and shall be secured as provided for in clause 2.3 above.

possession to date of registration of transfer, without deduction or set-off, on registration of transfer, (both days inclusive).

3.6

In the event of VAT being payable on the Purchase Price as a result of the sale, such VAT shall be payable by the PURCHASER, in addition to the Purchase Price, to the SELLER'S

6

RATES AND TAXES AND LEVIES

Attorneys immediately on demand. 6.1 3.7

levied on the PROPERTY for the period prior to date of possession and the PURCHASER

applicable transfer duty, in addition to the Purchase Price, to the SELLER's Attorneys

shall be liable for all rates and taxes and other Municipal charges levied thereafter.

immediately on demand.

Page 7 of 28

The SELLER shall be liable for all rates and taxes and levies and other Municipal charges

In the event that the sale is VAT exempt or not applicable, the PURCHASER shall pay

Page 8 of 28

6.2

The PURCHASER shall refund to the SELLER a pro rata share of all rates and taxes and

7. SELLER RESIDENCY AND WITHHOLDING TAX

levies and services paid in advance by the SELLER for the period after the date of possession, which refund shall be paid upon registration of transfer.

It is recorded that the parties are aware of an obligation on the part of the PURCHASER to withhold part of the Purchase Price from the SELLER, if he is a non-resident and pay such withheld portion to the South African Revenue Services (hereinafter referred to as "SARS")

6.3

The Seller hereby indemnifies the Purchaser against any claims that may be made by the relevant authorities / managing agents in respect of arrear rates / levies as at date

in terms of Section 35A of the Income Tax Act, (hereinafter referred to as the "Act") and in that regard:

of registration of transfer into the Purchaser’s name. 7.1. 6.4

The Seller understands and accepts that it is the practice of the City of Johannesburg

The SELLER warrants either that he is / is not a RESIDENT of the Republic of South Africa; (delete whichever is not applicable)

and certain other municipalities to require the Seller to pay the full amount required in order to obtain a rates clearance certificate in respect of properties falling within its area,

7.2.

and to then refund the Seller after registration of transfer, and the Seller will accordingly

The SELLER hereby indemnifies and holds harmless both the AUCTIONEER and the SELLER'S Attorneys from any claim arising as a result of them having acted in

liable to pay the full amount required for a rates clearance certificate in such cases.

terms of the Act, on information supplied by the SELLER, or from any other source and the SELLER waives all right of recourse he may have against the said

6.5

Any indication of the rates and/or levies payable in respect of the Property that is given

SELLER'S Attorneys and/or AUCTIONEER, in respect of any action or omission by

by the Seller or the Auctioneer is only an approximation based on recent figures

them in terms of the Act;

obtained in respect of the Property, and accordingly neither the Seller nor the Auctioneer warrant the actual amounts of the rates / levies applicable to the property.

7.3.

Where the SELLER has warranted that he is a resident and information leads the AUCTIONEER or the SELLER'S Attorneys to suspect that the SELLER is a non-

6.6

resident, the AUCTIONEER or SELLER'S Attorneys may by written notice call upon

The parties agree, so as to allow for the orderly transfer of the rates, water and

the SELLER to obtain a directive from SARS within 30 (thirty) days as to his resident

electricity accounts in respect of the Property, as follows:

6.6.1

if the Property is not held by sectional title, the Seller will notify the relevant

status, failing which the provision of clause 7.4.1 below shall apply.

7.4.

municipality, or any other relevant authority, prior to vacating the Property and

In the event that SARS, furnishes a directive, wherein the SELLER is regarded as a non-resident for income tax purposes:

request them to take final readings and terminate the electricity and water service in the Seller’s name upon registration of transfer into the name of the

7.4.1.

Purchaser;

The PURCHASER hereby irrevocably instructs the SELLER's Attorneys upon registration of transfer to withhold the prescribed percentage of the Purchase Price and to pay such monies to SARS

6.6.2

the Conveyancer’s will, upon registration of transfer, inform the relevant

within 14 (fourteen) days of registration of transfer.

municipality that the Property has been transferred into the Purchaser’s name and the date of such transfer; and

6.6.3

the Purchaser shall, immediately upon registration of transfer of the Property

from the SARS for the non-withholding or a reduced withholding, of tax, which directive to be

into its name, attend at the offices of the relevant municipality or any other

delivered to the SELLER's Attorneys within 21 (twenty one) days of the date of acceptance of this

relevant authority, and will pay the required deposit/s and open rates, water

agreement, failing which the SELLER shall be bound by such withholding percentage as

and electricity consumption accounts in its name.

Page 9 of 28

Notwithstanding the provision of 7.4.1 above, the SELLER shall be entitled to obtain a directive

determined by the Income Tax Act.

Page 10 of 28

8

SELLER'S Attorneys to fulfil their obligations in terms of the Acts mentioned herein under:

TRANSFER AND COSTS OF TRANSFER

8.1

Transfer shall not be passed to the PURCHASER, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other

8.6.1

amounts, for which the PURCHASER may be liable in terms hereof, have been paid

The SELLER'S Attorneys are designed as an "accountable institution" in terms of the Financial Intelligence Centres Act No. 38 of 2001 ("FICA");

and/or payment thereof has been secured as herein provided. 8.6.2 8.2

Transfer of the PROPERTY shall be passed, by the SELLER'S Attorneys, as soon as

Certain obligations are placed on the SELLER'S Attorneys in terms of FICA and the Prevention of Organised Crime Act 21 of 1998 ("POCA");

possible after date of acceptance, providing the PURCHASER has complied with the provisions of the aforementioned sub-clause. 8.6.3

The SELLER'S Attorneys shall not invest and administer any deposits or any other monies paid by the PURCHASER in terms of this Agreement, unless the

8.3

The PURCHASER hereby specifically authorises and agrees to the SELLER'S Attorneys

PURCHASER has provided the SELLER'S Attorneys with the documentation

preparing and submitting a transfer duty form as required by SARS for the clearance of

that they require in terms of FICA, nor shall the SELLER'S Attorneys be held

the PROPERTY.

liable for any loss of interest as a result of the PURCHASER'S failure to comply herein.

8.4

Transfer of the PROPERTY shall be effected by the SELLER'S Attorneys and all expenses of and incidental to the preparation and registration of transfer, the conveyancing

9

POSSESSION AND RISK

fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the PURCHASER including all expenses and legal costs incidental to the preparation and

9.1

Possession of the PROPERTY, subject to any leases in place over the Property as at the

registration of any mortgage bond to finance the Purchase Price herein, including any

date of auction, shall only be given by the SELLER and taken by the PURCHASER on

disbursement levied by the financial institution approving the finance.

registration of transfer, provided that clauses 2.1 and 2.3 above have been complied with, from which date all risks and benefits of ownership in respect of the PROPERTY shall

8.5

In the event of the PURCHASER failing to comply within 7 (seven) days of being requested

pass to the PURCHASER.

by the SELLER'S Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed or in

9.2

The PURCHASER, at its own expense, shall insure the PROPERTY and improvements thereon for the full replacement value thereof from date of possession, against risk of loss

the event of the registration of transfer being delayed as a consequence of a default on

or damage by any cause with an insurer acceptable to the SELLER. The SELLER'S

part of the PURCHASER (and the widest possible interpretation shall be used in respect

interest in the PROPERTY shall be endorsed against such policy for such period.

of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the PURCHASER shall pay to the SELLER penalty interest, at the rate of 2% (two per centum) above prime calculated from the said 8th (eighth) day until the date of transfer, (both days

9.3

Upon the PURCHASER taking occupation of the PROPERTY and pending transfer, the following conditions shall apply –

inclusive).

9.3.1 8.6

The PURCHASER acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Annexure "1" annexed hereto within 7 (seven) days from date

occupation thereof, except with the written consent of the SELLER, which

of acceptance of this Agreement by the SELLER and to supply the SELLER'S Attorneys

consent shall not be unreasonably withheld;

all information and documentation required by the SELLER'S Attorneys to enable the

Page 11 of 28

the PURCHASER shall not sell, let or in any other manner dispose of or part with (whether temporarily or otherwise) the PROPERTY or his rights of

Page 12 of 28

9.3.2

10

the PURCHASER shall be responsible for and pay all costs of electricity and

SELLER nor the AUCTIONEER shall be responsible for pointing out to the PURCHASER

water consumed in the PROPERTY.

any surveyor’s pegs or beacons in respect of the PROPERTY.

12.2 The PURCHASER acknowledges that he has not been induced into entering into this

EXISTING TENANCIES

Agreement by any express or implied information, statement, advertisement or 10.1 The PROPERTY is sold subject to all existing tenancies.

representation made or given any warranties in respect of the PROPERTY or anything

10.2 The PURCHASER shall be bound by the terms and conditions of all existing leases, of

SELLER and that is not contained in this Agreement. The PURCHASER hereby waives

relating thereto, by the AUCTIONEER or any other person, or by or on behalf of the

which he acknowledges he is fully apprised.

any rights whatsoever which he may otherwise have obtained against the SELLER or the AUCTIONEER as a result of such information, statement, advertisement, representation or warranty, made by or on behalf of the SELLER or the AUCTIONEER.

10.3 If the highest bid obtained at the auction for the sale of the PROPERTY subject to the lease, is insufficient to meet the amount owing under any Mortgage Bond registered over the PROPERTY, then the PROPERTY may be sold free of any lease which was

12.3 The PURCHASER acknowledges that he has fully acquainted himself with the

entered into after registration of any mortgage bond over the PROPERTY or any lease

PROPERTY that he has purchased.

entered into prior to the registration of any mortgage bond of which lease the older of the mortgage bond had no knowledge 13 11

BREACH

REPAIRS AND IMPROVEMENTS 13.1 If one of the Parties commits a breach of this Agreement or fails to comply with any of the provisions hereof, then the Aggrieved Party shall be entitled to give the Defaulting Party

11.1 Prior to registration of transfer, the PURCHASER shall not be entitled to effect any

7 (seven) days’ notice in writing to remedy such breach or failure (unless such breach or

alterations to the PROPERTY without the prior written consent of the SELLER.

failure occurs after the transfer documents have been lodged in the Deeds Office for registration, in which case the 7 (seven) day period may, at the election of the Aggrieved

11.2 The SELLER shall not be obliged to compensate the PURCHASER for any authorised

Party be reduced to 48 (forty eight) hours). If the Defaulting Party is the PURCHASER

alteration effected in the event of the sale being cancelled.

and fails to comply with such notice then the SELLER shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the SELLER may have in 11.3 The PURCHASER shall be liable for any damages suffered by the SELLER as a result of

law, including the right to claim damages:

any alterations effected by the PURCHASER, not authorised by the SELLER. 13.1.1 12

to cancel this Agreement and upon cancellation the PURCHASER shall forfeit all monies paid to the SELLER, the AUCTIONEER and/or the SELLER'S

REPRESENTATIONS

Attorneys and the SELLER shall retain the right to recover any costs incurred 12.1 If the sale of the PROPERTY is not subject to the Consumer Protection Act then the

by the SELLER to present the PROPERTY at the auction, any further costs to

PROPERTY is sold “voetstoots”. The sale of the PROPERTY is subject to the terms and

be incurred by the SELLER to re-auction or to re-sell the PROPERTY as well

conditions and servitudes mentioned or referred to in the current and/or prior Title Deeds

as any difference between the purchase price and the price achieved at any

and to the conditions of establishment of the Township in which it is situated and to the

subsequent sale of the PROPERTY by the SELLER. A certificate issued by the

zoning applied to it under any Town Planning Scheme. The SELLER shall not profit by

SELLER or his representative, whose authority needs not be proven, shall be

any excess nor shall it be answerable for any deficiency in the extent thereof. Neither the

prima facie evidence of any such costs and/or difference in purchase price as contemplated herein. The PURCHASER and the SELLER specifically agree

Page 13 of 28

Page 14 of 28

that the AUCTIONEER shall be entitled, but not obliged, to immediately resubmit

15

DOMICILIUM

the PROPERTY for auction and all costs pertaining thereto shall be borne and paid for by the PURCHASER in addition to any other claims that he may be

15.1 The PURCHASER and the SELLER hereby choose their respective domicilium citandi et executandi for all purposes in respect of this agreement, including notices and Court

liable for in terms of the Agreement;

process, the address recorded below their signatures hereunder. Any notice sent by pre13.1.2

or to claim immediate performance and/or payment of all the Defaulting Party's

paid registered post shall be deemed to have been received on the fifth day after posting;

obligations in terms hereof.

any notice delivered by hand shall be deemed to have been received on the day of delivery; any notice sent by telefax or electronically transmitted by email, shall be deemed

13.2 Upon cancellation of this Agreement for whatever reason, the PURCHASER hereby

to have been received on the first business day after date of despatch thereof.

undertakes to forthwith vacate the PROPERTY and to procure that the PROPERTY shall be vacated by any persons who occupy the PROPERTY through the PURCHASER'S title

15.2 Notwithstanding anything to the contrary herein contained, any written notice or

or by his permission. Occupation shall be re-delivered in the same good condition as at

communication actually received by a Party to this Agreement shall be deemed to be

the date of possession.

adequate written notice or communication to him notwithstanding that it was not sent or delivered at the chosen address / domicilium citandi et executandi or transmitted to such

13.3 Occupancy of the PROPERTY by the PURCHASER or persons on the authority of the

Party's telefax number and/or email address as stipulated herein.

PURCHASER shall not create a tenancy either in terms of any statutory provision or at common law.

13.4 Notwithstanding what is contained herein, should the PURCHASER pay any portion of the

15.3 The terms of "writing" shall include communications by email or facsimile.

16

JOINT AND SEVERAL LIABILITY

deposit, but not pay a portion of or the full commission as required under these Conditions of Sale, the PARTIES record and agree that the AUCTIONEER shall be entitled to deduct

If this agreement is concluded with more than one PURCHASER, the liability of all such

from any portion of the deposit paid under these Conditions of Sale, the value of its

PURCHASERS to the SELLER and to the AUCTIONEER shall be joint and several in solidum.

commission and any direct costs incurred and recover any shortfall thereon from the PURCHASER. 17

SECTIONS 112 and 115 OF THE COMPANIES ACT (SPECIAL RESOLUTION)

13.5 It is recorded further that the deduction by the AUCTIONEER of commission due to it under the sale does not absolve the PURCHASER from any and all other obligations arising from these conditions of sale.

14

LEGAL COSTS

The Defaulting Party shall be liable for all legal costs incurred by the Aggrieved Party, the AUCTIONEER and his Agent / Attorneys in enforcing the terms of this agreement, on an Attorney

17.1 The SELLER and the PURCHASER are aware of the provisions of Sections 112 and 115 of the Companies Act 71 of 2008 (as amended) (“Section 112 and 115”), namely that if the SELLER is a company and if the PROPERTY constitutes either all or the greater part of the assets or the undertaking of the SELLER, then the directors of the SELLER shall not have the power, save by a special resolution of the shareholders of the SELLER, to sell the PROPERTY. 17.2 Accordingly, the SELLER warrants that the provisions of Sections 112 and 115 are / are not (delete as appropriate) applicable to the sale of the PROPERTY.

and own client scale, including collection commission. 17.3 If Sections 112 and 115 are applicable to the sale of the PROPERTY and if the directors of the SELLER have not already been granted the necessary authority in terms of Sections 112 and 115 to dispose of the PROPERTY, then within 45 (forty five) business

Page 15 of 28

Page 16 of 28

days of the acceptance date the SELLER shall procure that its shareholders pass a special resolution ratifying the sale of the PROPERTY.

19.2 In the event of such company being registered and duly adopting or ratifying this agreement, or the nomination effected, then the PURCHASER by his signature hereunder, shall be deemed to bind himself to the SELLER as SURETY and co-principal debtor in

18

NOMINEE

solidium with such company for the due performance by it as PURCHASER of the terms, conditions and obligations arising out of this agreement.

The PURCHASER shall be entitled, by notice in writing to the SELLER, to nominate a nominee in his place as PURCHASER, upon the following terms and conditions:

20

COMPANIES, CLOSE CORPORATIONS, ASSOCIATIONS OR TRUSTS Should the PURCHASER be a company, close corporation, association or trust, the person

18.1 the aforesaid notice shall be handed to the SELLER by not later than 24h00 on the same day as the acceptance date by the SELLER;

signing this agreement on behalf of such PURCHASER, by his signature hereto interposes and

18.2 the notice shall set out the name and address of the nominee so nominated as PURCHASER;

proper discharge of all its obligations arising from this agreement.

18.3 the notice shall be accompanied by the nominee’s written acknowledgement: 18.3.1

that it is fully aware of all the terms and conditions of this agreement as if fully set out in such written acknowledgement; and

binds himself as SURETY for and co-principal debtor with the PURCHASER for the due and

21. ELECTRICAL INSTALLATION CERTIFICATE OF COMPLIANCE 21.1

The SELLER hereby undertakes to provide the SELLER's Attorneys, prior to possession or transfer by the PURCHASER, whichever is the earlier, with a Certificate of Compliance in respect of the PROPERTY as well as in respect of the

18.3.2

that it is bound by the provisions of this agreement as the PURCHASER;

Electric Fence Installation (if applicable). as required by the Electrical Installation Regulations of 2009 promulgated under the Occupational Health and Safety Act

18.4 should the PURCHASER nominate a nominee in terms of this clause, then:

(Act No. 85 of 1993, as amended from time to time). The certificate shall be issued 18.4.1

18.4.2

all reference to the PURCHASER in this agreement shall be deemed to be a reference to its nominee; and

by an electrical contractor registered in terms of the Regulations.

The costs

associated with obtaining such a certificate, including the costs of any repairs or replacements required in order for the certificate to be issued, shall be borne and

the PURCHASER by his signature hereto, hereby interposes and binds himself as surety and co-principal debtor in solidum, for and on behalf of all the obligations of the aforesaid nominee as PURCHASER, to and in favour of the SELLER, for all the PURCHASER'S obligations under this agreement, including damages, and renounces the benefits of division and excussion.

paid for by the SELLER. Once the SELLER has furnished the SELLER's Attorneys with such certificate, the PURCHASER shall have no claim whatsoever against the SELLER in respect of the electrical installation and the SELLER shall have no further liability in this regard.

19

COMPANY TO BE FORMED 21.2

The SELLER confirms that, as at date of transfer there will have been no addition

19.1 In the event of the PURCHASER signing this agreement in his capacity as agent for a

or alteration to the electrical installations existing on the PROPERTY subsequent to

company to be formed and the PURCHASER fails within 20 (twenty) days from date of

the issue of such certificate. In the event that there has been any addition and/or

acceptance and confirmation of this agreement to register such company having as one

alteration, the SELLER shall be obliged to obtain a Certificate of Compliance for at

of its objects the ratification and adoption of this agreement, or such company fails to adopt

least the addition or alteration.

or ratify this agreement within 15 (fifteen) days after date of its incorporation, then in such an event the PURCHASER shall be deemed as from the date thereof to have entered into

Page 17 of 28

21.3

An Electrical Certificate of Compliance issued not more 2 (two) years prior to the

this agreement in his personal capacity and to have acquired all the rights and obligations

date of this Agreement of Sale shall be valid and effective for the purposes of this

of the PURCHASER under this agreement.

clause 21.

Page 18 of 28

21.4

The provisions of this clause 23 shall apply mutatis mutandis to any gas and plumbing

THE PROPERTY WAS PUT UP FOR SALE BY PUBLIC AUCTION ON THE____________DAY OF

installation present on the property and in accordance with the Pressure Equipment

OF THE YEAR 20______

Regulations 2009 made by the Minister of Labour under section 43 of the Occupational Health and Safety Act 85 of 1993 and where the property is situated

And sold by the rise for the amount of R

in the Cape Province, any plumbing installation in terms of section 14 of the City of Cape Town: Water By-Law, 2010 and any obligations in respect of certificates

(words)

relating to Wood and Beetle Borer regulations.

21.5

Where the sale of this property is in consequence of the SELLER being in liquidation (provisional or final) or having been sequestrated (provisionally or finally) then in such event the parties record and agree that any and all of the obligations referred to in this clause 21 and its sub clauses shall be for the sole cost and account of the PURCHASER and not for the SELLER.

(PLUS VALUE ADDED TAX IF APPLICABLE) TO: COMPANY/ CLOSE CORPORATION/ TRUST/ OTHER ___________________________________ (hereinafter referred to as the ”PURCHASER”) ENTITY REGISTRATION / ID NO.: ADDRESS: TELEPHONE DETAILS:

22 MAGISTRATES' COURT JURISDICTION

(home) (Work) (Fax)

The Parties hereto consent to the jurisdiction of the Magistrates' Court in terms of Section 45 read with Section 28 of the Magistrates’ Court Act of 1944 as amended.

(Email)

Notwithstanding the

aforementioned, this shall not preclude either Party from approaching the High Court of South

(Cell) MARITAL STATUS

Africa for any relief sought. This Agreement shall further be governed in terms of the law of the Republic of South Africa.

SPOUSE’S NAME SPOUSE’S ID NO

23

GENERAL CLAUSES

23.1 This Conditions of Sale Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representation or warranty between the Parties other than those set out herein are binding on the Parties;

23.2 No extension of time, waiver, indulgence or suspension of any of the provisions of this agreement, which any Party hereto may have given, shall be binding unless recorded in a written document signed by all Parties.

23.3 No variation or alteration or cancellation of these Conditions of Sale or any of the terms hereof, shall be of any force or effect, unless in writing and signed by the Parties hereto.

Page 19 of 28

Page 20 of 28

(In /Out of Community of PROPERTY)

ACCEPTANCE AND CONFIRMATION SIGNED BY THE PURCHASER ON THE ________ DAY OF Accepted by me this

AS WITNESS: 1.

________________________

day of

20____

_____ ______ _______ PURCHASER (and where applicable, the signatory binding himself as SURETY and

AS WITNESSES: 1. SELLER (and where applicable the

co-principal debtor in solidium)

SELLER is duly authorised) AS WITNESS: 2. 1.

___________________________

BROLL AUCTIONS AND SALES (PTY)

___________________________

LTD duly authorised (Broll Auctions and Sales (Pty) Ltd hereby accepts all the rights conferred upon it in terms of this Agreement)

Page 21 of 28

SELLER'S ADDRESS: ___________________________

Page 22 of 28

DEED OF SURETYSHIP

EXTRACT FROM THE MINUTES OF A MEETING OF THE MEMBERS OF

I / We the undersigned,

_______________________________________________________________________ HELD

ID NUMBER: _______________________________________________ do hereby interpose and bind myself / ourselves as surety and co-principal debtor/s in solidum for

AT

________________________

ON

_________________________________

____________________________________________________________________

RESOLVED THAT:

and on behalf of the PURCHASER to and in favour of the SELLER and the AUCTIONEER for all the obligations of the PURCHASER under the Conditions of Sale aforegoing and in particular for all

1.

The CLOSE CORPORATION BUYS the following PROPERTY

amounts of money that may be due, including damages, from whatsoever cause arising under renunciation of the benefits of division and excussion. I/We do further acknowledge that I/we are

______________________________________________________________

fully aware of all the terms and Conditions of the Conditions of Sale as if fully set out herein. I/We do accept domicilium et executandi at the address hereinafter set out.

THUS DONE AND SIGNED at

this

from _________________________________ for R _________________________________

day of 2.

AS WITNESSES:

That ______________________________ in his capacity as Member be and is hereby authorised to execute and sign all documents necessary to give effect to the above resolution.

1.

__________________________

_______ SURETY Certified a true copy,

2.

__________________________

_______ SELLER _______________________________ MEMBER

_______________________________ BROLL AUCTIONS AND SALES (PTY) LTD duly authorised

SURETY ADDRESS (PHYSICAL):

Tel No:

Page 23 of 28

Page 24 of 28

_______________________________ MEMBER

EXTRACT FROM THE MINUTES OF A MEETING OF THE DIRECTORS OF

EXTRACT FROM THE MINUTES OF A MEETING OF THE TRUSTEES OF

_______________________________________________________________________

_______________________________________________________________________

HELD

AT

________________________

ON

___________________________________

HELD

AT

___________________________

ON

________________________________

____________________________________________________________________

____________________________________________________________________

RESOLVED THAT:

RESOLVED THAT:

2.

2.

The Company BUYS the following PROPERTY

3.

The Trust BUYS the following PROPERTY

______________________________________________________________

______________________________________________________________

from _________________________________

from _________________________________

for R _________________________________

for R _________________________________

That _________________________________ in his capacity as Director be and is

2.

That ________________________________________ in his capacity as Trustee be

hereby authorised to execute and sign all documents necessary to give effect to the

and is hereby authorised to execute and sign all documents necessary to give effect to

above resolution.

the above resolution.

Certified a true copy,

Certified a true copy,

_______________________________ ______________________________ DIRECTOR

Page 25 of 28

TRUSTEE

_______________________________ DIRECTOR

Page 26 of 28

_______________________________ TRUSTEE

(ANNEXURE 1)

1.2

FICA REQUIREMENTS: Natural Persons

[1] [2]

South African identity document (foreigners: passport);

1.3

South African Income Tax reference number. 1.4

[4]

[1]

CM1.

[2]

CM22.

Close Corporations:

Utility bill addressed to your residential address less than 3 months (accounts for mobile phones are not acceptable);

[3]

Companies:

(Confirmation marital status, i.e. unmarried or married.)

[1]

CK1;

[2]

and, if applicable, CK2.

Trusts: [1]

Letters of Authority / Master's Certificate;

[2]

Trust Deed and all amendments thereto.

[3]

Resolution to approve the purchase (and loan application, if applicable) taken before the Agreement of Sale was signed. (The only exception is where it is a cash

1.1 If Married

transaction and all the Trustees have signed the Agreement of Sale.) [5]

Marriage certificate. - If IN community of property (no antenuptial contract)

[6]

S.A. identity document (foreigner: passport) of your SPOUSE.

·

Detailed FICA requirements for Entities will be supplied to such Purchasers, in due course.

- If OUT of community of property (by Antenuptial Contract ("ANC") [7]

Page 1 (and page 2 if necessary) reflecting the registered number and names of both parties. 1.5 If your Marriage is governed by the Laws of another country/state

[8] [9]

· FICA requirements for Other Entities, if applicable, will be supplied to such Purchasers.

S.A. identity document (foreigner: passport) of your SPOUSE; Name of the country/state governing your marriage, i.e. the country where the husband was living at the time of the marriage with the intention of staying there permanently.

FICA REQUIREMENTS: Entities ·

Person acting on behalf of the Entity must comply with paragraphs 1 to 4 above.

·

All directors / members / trustees must also comply with paragraphs 1 to 4 above PLUS THE FOLLOWING:

Page 27 of 28

Page 28 of 28

NOTES

_____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________

NOTES

Broll Auctions and Sales Suite 4, 1st Floor Atholl Square Cnr Katherine Drive & Wierda Road East, Sandown Ext 3 Johannesburg 2196 Tel +27 87 700 8289 Fax +27 86 247 8768 PO Box 92510 Norwood 2117 South Africa www.broll.com [email protected]

YOUR PARTNER OF CHOICE FOR COMMERCIAL PROPERTY AUCTIONS YOUR PARTNER OF CHOICE FOR COMMERCIAL PROPERTY AUCTIONS

18