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Related party acquisition of immovable properties from Double Peak Properties
4SIGHT HOLDINGS LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number: 2022/852017/06)
JSE share code: 4SI ISIN: ZAE000324059
("4Sight" or "the Company")
RELATED PARTY ACQUISITION OF IMMOVABLE PROPERTIES FROM DOUBLE PEAK PROPERTIES
1. Introduction
Shareholders are advised that 4Sight, through its wholly owned subsidiary 4Sight Manor Proprietary Limited (the
"Purchaser"), has concluded separate sale agreements (the "Agreements") in terms of which the Purchaser will
acquire the properties located at 1001, 1005 and 1007 Clifton Avenue, Lyttelton Manor (the "Properties") from
Double Peak Properties 41 Proprietary Limited (the "Seller") (the "Acquisition"). Tertius Zitzke, the Chief
Executive Officer of 4Sight, is the sole shareholder and director of the Seller.
The salient terms and conditions of the Acquisition are set out in paragraph 3 below.
2. Rationale for the Acquisition
The Properties are currently leased by the Group for the purpose of conducting its business operations. 4Sight
paid c.R4.5 million in short term lease payments to the Seller during the financial year ended February 2025.
4Sight has determined that the Acquisition, based on the terms set out below, will result in an overall cost saving
for the Company over the 2026 financial year and beyond, thereby benefitting 4Sight and its shareholders.
3. Salient terms of the Acquisition
3.1. Purchase consideration and transfer date
The purchase consideration payable to the Seller for the Properties is R21 660 000 (the "Purchase
Consideration"). Furthermore, the Seller will acquire the furniture, fixtures and fittings currently located
on the Properties for an amount of R1 990 000.
The Purchase Consideration will be funded as follows:
- the Purchaser will obtain bank financing in an amount of not less than 70% of the Purchase
Consideration; and
- the balance of the Purchase Consideration (in respect of which bank financing is not obtained) will
be paid to the Seller in cash using the Purchaser's existing cash reserves.
The amount in respect of the furniture, fixtures and fittings will be paid to the Seller in cash using the
Purchaser's existing cash reserves.
Transfer of the Properties into the name of the Purchaser shall be effected upon payment of the Purchase
Consideration to the Seller in full.
3.2. Condition precedent
The Acquisition is subject to the Purchaser obtaining bank financing of not less than 70% of the Purchase
Consideration, within 60 days of the signature date of the Agreements. The 60-day period may be extended
if agreed by both parties in writing.
The Purchaser shall be entitled to waive this suspensive condition by delivering a notice to the Seller in
writing.
3.3. Other terms of the Agreements
The Agreements include market-standard warranties, indemnities and undertakings for a transaction of this
nature.
4. Financial information
The aggregate value attributed to the Properties as at 20 March 2025 is R22 800 000. The valuation of the
Properties was carried out by DDP Valuation and Advisory Services Proprietary Limited ("DDP Valuers"), an
independent registered professional valuer in terms of the Property Valuers Profession Act, No. 47 of 2000.
The net profit before tax attributable to the Properties is R3 351 390. This information has been extracted from
the Seller's unpublished unaudited management accounts for the 12 months ended 28 February 2025, which have
been prepared in terms of International Financial Reporting Standards for Small and Medium-sized Entities. For
purposes of this announcement, 4Sight is satisfied with the quality of these management accounts.
5. Related party transaction
In terms of section 10, read with paragraph 4.62, of the JSE Listings Requirements, the Acquisition constitutes a
small related party transaction as the Seller is an associate of Tertius Zitzke, a director of 4Sight.
In terms of paragraph 4.62 of the JSE Listings Requirements, no fairness opinion is required in terms of a small
related party transaction provided that (i) the relevant agreements lie open for inspection for a period of 14 days;
and (ii) the corporate action must be accompanied by a statement by the independent members of the board
describing, inter alia, the corporate governance processes that were followed to approve the corporate action.
Accordingly, 4Sight confirms that the Agreements will lie open for inspection at its registered offices, 28 Roos
Street, Fourways, 2191, for a period of 14 days from the date of this announcement.
The directors of the 4Sight board who are independent of the Acquisition (the "Independent Directors") provide
shareholders with the following information in respect of the Acquisition:
- The Independent Directors mandated Andrew Murgatroyd, the chairman of 4Sight's Audit and Risk
Committee, to oversee the procurement of a valuation report in respect of the Properties. The valuation
report was provided by DDP Valuers, as set out in paragraph 4 above. Tertius Zitzke had no input into the
valuation of the Properties.
- The Independent Directors had regard to the contents of the valuation report, the Agreements and all other
relevant documentation in assessing the merits of the Acquisition.
- Tertius Zitzke recused himself from voting on the Acquisition. The Acquisition was unanimously approved
by the Independent Directors.
- The Independent Directors are satisfied that the Agreements were concluded on an arm's length basis.
In assessing the fairness of the Acquisition, the Independent Directors have considered the valuation of the
Properties of R22 800 000 against the Purchase Consideration attributable to the Properties of R21 660 000, as
well as the purchase consideration attributable to the furniture, fixtures and fittings of R1 990 000. The
Independent Directors have concluded that the terms and conditions of the Acquisition are fair to 4Sight
shareholders. As such, the Acquisition does not require shareholder approval.
18 July 2025
Sponsor
Java Capital
Date: 18-07-2025 04:00:00
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