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PUTPROP:  698   0 (0.00%)  26/08/2026 17:53

PUTPROP LIMITED - Dobsonville Lease Renewal Addendum

Release Date: 26/08/2026 12:17
Code(s): PPR     PDF:  
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Dobsonville Lease Renewal Addendum

PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/001085/06)
Share code: PPR       ISIN: ZAE000072310
(“Putprop” or “the Company”)


DOBSONVILLE LEASE RENEWAL ADDENDUM


 1. INTRODUCTION

    Shareholders are advised that on 24 August 2026, Putprop entered into a Lease Renewal Addendum
    (“Addendum”) with Larimar Properties Proprietary Limited ("Larimar") in terms of which, with effect from
    1 July 2026 ("Effective Date"), Putprop has continued to let the Dobsonville Property (as described in
    paragraph 2.2 below) to Larimar on a month-to-month basis for a period of up to twelve months ending
    on 30 June 2027, unless terminated earlier in accordance with its terms, at a rental rate of R314,608 per
    month, excluding VAT ("New Arrangement").

    The New Arrangement arose following the expiry of the Commercial Lease Agreement concluded
    between Putprop and Larimar on 13 August 2024 ("2024 Lease Agreement") on 30 June 2026 and
    records the parties’ agreement to continue the lease on a month-to-month basis from the Effective Date.

    Larimar is a company controlled by Carleo Enterprises Proprietary Limited ("Carleo Enterprises"), which
    holds 66.36% of Putprop's issued share capital and is Putprop's major shareholder. In turn, Carleo
    Investments Proprietary Limited (“Carleo Investments”) holds 60.00% in Carleo Enterprises and a direct
    0.2% shareholding in Putprop. Larimar is accordingly a related party to Putprop in terms of section 9 of
    the Listings Requirements of the JSE ("Listings Requirements").

    As Larimar is a related party to Putprop, the New Arrangement constitutes a small related party transaction
    in terms of paragraph 9.3 of the JSE Listings Requirements.

2. DETAILS OF THE NEW ARRANGEMENT

   2.1 Subject of the transaction

         The New Arrangement provides for the continued letting of the Dobsonville Property to Larimar on a
         month-to-month basis, on substantially the same terms as those applicable under the 2024 Lease
         Agreement, pending the transfer of the Dobsonville Property to Exemplar REITail Limited
         ("Exemplar") in terms of a land sale agreement concluded between Putprop and Exemplar on 18 May
         2026 ("Dobsonville Sale Agreement"). The Dobsonville Sale Agreement, together with the disposal
         by Putprop of its 50% interest in the Mamelodi Square Enterprise to Exemplar (collectively, the
         "Disposals"), was announced on SENS on 29 May 2026. Full details of the Disposals are contained
         in the Circular to Putprop shareholders issued on 21 August 2026.

   2.2   Description of the Dobsonville Property and business conducted

         The Dobsonville Property comprises the Proposed Township Dobsonville Extension 11 (consisting of
         Erven 14821 and 14822, which are to be consolidated), established on Portion 21 of the Farm
         Vogelstruisfontein 233, Registration Division IQ, Province of Gauteng, measuring approximately
         5.0064 hectares in extent and held under Deed of Title T1161/1994.

         Putprop operates a property rental and letting enterprise in respect of the Dobsonville Property.
         Consistent with the nature of Putprop's broader portfolio, the Company holds the Dobsonville Property
         as an investment property and derives rental income by leasing the property to a tenant under
         commercial lease arrangements, rather than occupying or trading from the Dobsonville Property itself.
         The Dobsonville Property has a total rentable area of 3 500m². As at the Effective Date, the weighted
         average rental is R89.89 per m².

         The Dobsonville Property is zoned for industrial use in terms of the applicable town planning scheme.

   2.3   Maximum rental receivable

         The maximum rental income receivable by Putprop in terms of the New Arrangement is
         R3 775 296.00 (excluding VAT).

   2.4   Rationale for the New Arrangement

         The New Arrangement enables Putprop to continue earning rental income from the Dobsonville
         Property on terms that are substantially consistent with those contained in the 2024 Lease Agreement.
   2.5   Conditions precedent

         The New Arrangement is not subject to any conditions precedent.

   2.6   Other significant terms

         Save as expressly amended by the Addendum, all terms and conditions of the 2024 Lease Agreement
         remain in full force and effect.

3. FINANCIAL INFORMATION

  Per the audited annual financial statements of Putprop for the year ended 30 June 2025 and the unaudited
  interim financial statements for the six months ended 31 December 2025, the value of the Dobsonville
  Property was R18 500 000. The audited profit after tax attributable to the net assets of the Dobsonville
  Property for the year ended 30 June 2025 amounted to R3 954 542, and for the six months ended
  31 December 2025 amounted to R1 249 922.

  The audited annual financial statements of Putprop for the year ended 30 June 2025 and the interim financial
  statements for the period ended 31 December 2025 were prepared in accordance with International
  Financial Reporting Standards and the Companies Act, 2008 (Act 71 of 2008), as amended.

4. VALUATION REPORT

  An independent valuation of the Dobsonville Property was performed by Mr Kagiso Lefala, Professional
  Valuer, from Spectrum Valuations and Asset Solutions Proprietary Limited ("Spectrum").
  The valuation, dated 30 June 2026, reflects an open market value of R16 000 000 for the Dobsonville
  Property. The board of directors of Putprop (“Board”) considers Spectrum to be independent in terms of
  paragraph 13.14 of the Listings Requirements.

  The independent valuation report is available for inspection on the same basis as the Addendum, as detailed
  in paragraph 7 below.

5. DIRECTORS' INTERESTS AND BOARD CONFIRMATION

   Mr Paolo Senatore is a non-executive director of Putprop and holds an indirect beneficial interest in Carleo
   Enterprises. Accordingly, he has declared his interest, recused himself from all Board deliberations, and did
   not vote on the resolutions authorising the New Arrangement.

   Save for Mr Paolo Senatore, no other directors of Putprop have any direct or indirect beneficial interest in
   the New Arrangement or in Larimar.

6. STATEMENT BY THE INDEPENDENT DIRECTORS

     In accordance with paragraph 9.3(a) of the Listings Requirements, Ms Janys Finn (Chairperson), Mr Hayden
     Hartley and Mr Khumbelo Nevhorwa being independent non-executive directors of Putprop ("Independent
     Directors"), confirm that:

     6.1   the following corporate governance processes were considered to approve the New Arrangement:

           6.1.1   the related party nature of the New Arrangement was identified and disclosed to the Board;

           6.1.2   directors associated with Larimar and/or Carleo declared their interests in the New
                   Arrangement and recused themselves from deliberations and decision-making relating
                   thereto;

           6.1.3   the Independent Directors considered the terms of the New Arrangement separately from
                   interested directors;

           6.1.4   the Independent Directors reviewed the terms of the New Arrangement, as recorded in the
                   Addendum, against the terms of the 2024 Lease Agreement and prevailing market
                   information relating to comparable industrial rentals in the area;

           6.1.5   the Independent Directors considered the independent valuation of the Dobsonville Property
                   prepared by Spectrum with an effective date of 30 June 2026;

           6.1.6   the Independent Directors considered the commercial rationale for the New Arrangement,
                   including the continuation of rental income pending transfer of the Dobsonville Property to
                   Exemplar; and

           6.1.7   the Independent Directors resolved that the New Arrangement is in the best interests of
                   Putprop and its shareholders (excluding Larimar and its associates).

     6.2   the New Arrangement was concluded on an arm's length basis. The key assumptions and factors
           taken into account in reaching this conclusion include:

           6.2.1   the monthly rental of R314,608 is based on the rental applicable under the 2024 Lease
                   Agreement, escalated by 6% per annum;

           6.2.2   the rental equates to approximately R89.89 per m², compared to the market rental of
                   approximately R74.71 per m² reflected in the independent valuation report. Accordingly, the
                   agreed rental is above the independently assessed market rental value;

           6.2.3   The New Arrangement enables Putprop to continue deriving rental income from the
                   Dobsonville Property pending implementation of the disposal thereof to Exemplar;

           6.2.4   the New Arrangement does not confer any unusual rights, concessions, incentives or other
                   benefits on Larimar that would not ordinarily be available to an unrelated third-party tenant;
                   and

           6.2.5   the terms of occupation remain substantially unchanged from those applicable under the
                   2024 Lease Agreement.

     6.3   Based on the foregoing, the New Arrangement is fair, reasonable and in the interest of all
           shareholders (excluding Larimar and its associates).

7.   AVAILABILITY OF THE ADDENDUM

     As required in terms of paragraph 9.3(a) of the Listings Requirements, the Addendum is available for
     inspection during normal business hours at Putprop’s registered office, 22 Impala Road, Chislehurston
     Sandton, Johannesburg, 2196, and/or through a secure electronic manner at the election of the person
     requesting the inspection, from admin@putprop.co.za, for a period of 14 days from the date of this
     announcement.

Johannesburg
26 August 2026

Sponsor
Merchantec Capital
Date: 26/08/2026 10:17:00
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