Your Property Partner creating wealth for generations
Transcription
Your Property Partner creating wealth for generations
vdmv P R O P E R T Y PA R T N E R S A Property Consortium presented by the Van Der Merwe Venter Property Group Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Introduction VDMV and our investors own various Industrial and Commercial Buildings. These properties are being paid for by our tenants. The rental income increases by 7% to 9% annually. Income surpluses are applied to redeem loans to banks and investors. The capital value of these buildings grow as the rental income increases. The result is capital appreciation with a passive income that exceeds inflation. We currently let 68,000m² and our expected rental income for the 2009/10 year is R34 million. We established six successful consortiums with an asset value of R150 million, consisting of 105 investors. With the completion of this consortium, the asset value will increase to R250 million. We are being offered good opportunities, and banks are willing to finance us. We are offering you an opportunity to participate in our property consortium. 2 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S The FIFTEEN 4 TEN property consortium works as follows: + The promoter obtains a bond from a Financial Institution, usually 60% of the purchase price by providing the required guarantees and sureties. Only the promoter signs surety. + The balance of the purchase price is obtained from investors. + Investor loans to the company is recorded as a loan account. For this loan, shares are allocated to the investor. This loan is repaid with interest. Once the loan is repaid, the investor retains his shareholding. + Shareholding will be allocated to an investor in relation to the contribution of the total cost. + When the existing buildings have increased in value, we will cede this increase as surety to a bank in order for us to buy another building, without investors having to make any further contribution. + Four product options are available, each paying different interest incomes (7%, 8%, 9% or 12.5%), each with it's own share allocation. + A portion of the investor's funds are invested with a financial institution, (currently Allan Gray) as an emergency fund. These funds can be used to repay investor loans after the bonds have been repaid. + After repayment of the bonds and investor loans, the investor will receive dividends and capital growth from the building's appreciation and rental income. + Once the investor's loan is repaid, the income is effectively on a NIL investment. A list of existing investors is available from the promoter. Commercial and industrial property is the best inflation linked passive income generator to create long term wealth. The next few pages will give you, the Investor, the necessary information to make an informed decision to become our investment partner. Kindly contact your financial advisor with any queries or concerns. E-mail us on invest@vdmv.co.za should you wish to be contacted personally. Kind regards, Izak van der Merwe 3 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S FIFTEEN 4 TEN Consortium Proposal This is an offer for the subscription of shares in VDMV 12 (Pty) Ltd. The investor receives shareholding, and the investment reflects as a shareholder loan. The Company's goal is to raise R50 million through investor loans and to obtain commercial mortgage bonds for the balance of approximately R 50 million. The authorized and issued share capital of the Company will be 100 000 (one hundred thousand) shares at a par value of R0,01 (one cent) each. For a minimum investment of R100 000, an investor receives 100 shares. Therefore a minimum investment of R100 000 will have a par value of R1,00 (one rand). These shares represent a loan of R100 000 in favour of the investor. The loan earns interest depending on the selected option exercised in terms of this offer. The Promoter, VDMV Property Partners, will establish an Emergency Fund of approximately R3.3 million with a financial institution of choice, currently the Allan Gray Global Mandate Fund. The proceeds of loans and the bond shall be utilized as follows: The Grindrod Building Isando Industrial Building Marketing & Set-up Costs Allan Gray Global Mandate (Emergency) Fund Transfer Fees (Estimated) Bank Mortgage Bond Fee R 37 337 500 R 47 600 000 R 8 493 750 R 3 300 000 R 223 750 R 3 045 000 ___________ R100 000 000 Key Features of the Investment: Product name Fifteen 4 Ten Capital to be raised R 100 000 000 (One hundred million rand) Assets to be acquired Grindrod Building in Bellville Industrial Building in Isando Minimum investment R 100 000 (One Hundred Thousand Rand) Investment vehicle Private Company: Van der Merwe Venter 12 (Pty) Ltd, Registration number 2004/030694/07 Investment objective Primary objective: High level of Capital Growth. Secondary objective: Maximum Income. Return on investments Investors will receive interest on the investment as agreed, and dividends after all loans are repaid. 4 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Disclosures VDMV Property Partners is acting as the Promoter of this investment and is committed to provide quality investment opportunities to investors. In accordance with a policy of transparency, this disclosure document provides to the prospective investor all the detailed material information necessary to make an informed investment decision. It has been compiled in terms of the disclosure requirements as prescribed by Notice 459, published by the Department of Trade and Industry in Government Gazette No. 28690 of 30 March 2006. The Promoter and Investment Managers VDMV Property Partners The Van Der Merwe Venter Property Group was founded by Izak Van der Merwe in late 2003. At this time, Izak saw the long-term potential of commercial and industrial property as a supplementary retirement and passive income generator. Realizing this potential, Izak, approached family, friends and professional acquaintances to participate in his property consortiums. Currently the consortiums have over 100 investors and a portfolio valued in excess of R150 million. VDMV Property Partners was formed to make the benefits of commercial and industrial property ownership available to the general investment public. The Van Der Merwe Venter Property Group is proud of its track record and as core values believes in transparency, honesty and integrity in all its business dealings with investors, banks and property brokers. Promoter's Particulars VDMV Property Partners VDMV Property Partners (Pty) Ltd Registration number: 2008/00510/07 Western Cape Head Office 1 De Dam Street, Vierlanden, Durbanville PO Box 865, Durbanville, 7551 Tel number: (021) 975 9696 Fax number: (021) 975 1158 e-mail: invest@vdvm.co.za www.vdmv.co.za An Authorised Financial Services Provider VDMV Property Partners is registered under LOXFIN at the Financial Services Board as an authorised Financial Services Provider (FSP) under License Number: 31157 5 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Board of Directors (Property Company): The Board of directors consists of professional people with comprehensive commercial and industrial property investment experience: Izak van der Merwe — Chairman: Izak is the founder member and entrepreneur of the VDMV Group. He surrounded himself with professional people such as architects, quantity surveyors, civil and structural engineers, financial experts and businessmen to advise him on matters regarding property transactions. His passion is to also create wealth for his investors and advisors. Wihan de Viliers: Wihan is a qualified chartered accountant. He is a partner at LPH Chartered Accountants Inc. The majority of their client base is involved in property transactions. Due to their vast knowledge of the property field, they are currently involved with the consolidation of VDMV's current consortiums. Fanie Botha: Fanie was employed for 35 years by Sanlam. He was involved in the full spectrum of investor infrastructure. Over the last three years, he became a key partner in the development of VDMV's property portfolio. Board of Directors (Promoter Company): VDMV Property Partners consists of a management team with comprehensive commercial property investments experience: Izak van der Merwe — CEO: Francois Venter — MD: With nearly a decade of operational and management experience in the financial services industry, Francois has developed strong strategically focused business units within the financial services and construction industries. Craig Myburgh — FD: Craig has been involved in the property industry since 1991. Initially in professional practice as a registered Quantity Surveyor and later with Standard Bank Properties for 9 years as a Bank Manager in the Property Finance Division. He facilitated the funding of the majority of the existing property portfolio for the VDMV group. He holds a BSc (QS), a honors BComm (Real Estate & Finance) and MBA. His role within the company include risk management and bank finance. 6 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Professional Team Auditors Price Waterhouse Coopers* 1 Waterhouse Place Century City Cape Town 7441 Tel number: (+27) 21 529 2000 Attorneys De Klerk & Van Gend Address: No 1 Tyger Valley Office Park, c/o Durban and Old Oak Road, Tyger Valley Tel number:(+27) 21 914 4021 Fax number:(+27) 21-914 4021 Contact person: Gerhard van Niekerk E-mail: gvniekerk@dkvg.co.za Property Manager Broll Property Group (Pty) Ltd Registration number: 1991/006198/07 Address: 14th Floor, The Terraces 34 Bree Street, Cape Town. Tel no: (+27) 21 446 2511 Fax no: (+27) 21 419 4688 Contant person: Dave Bennie E-mail: dbennie@broll.co.za Broll is one of Africa's leading commercial property services groups with a comprehensive national footprint operating from eleven offices throughout South Africa. Property Valuers Rode Property Valuations & Research A division of Rode & Associates CC (Registration number: 1987/020479/23) Address: 11 De Villiers Street, Bellville, South Africa Tel no: 0861 22 44 88 Fax no: (+27) 21 946 1238 Contact person: Erwin Rode E-mail: info@rode.co.za As one of South Africa's largest valuation firms, Rode annually values properties with a total market value of more than R6 billion. These properties include commercial, industrial, retail and residential property. This firm has more than 20 years of experience in the property environment under the leadership of Mr Erwin Rode (BA, MBA). Quality Valuations CC (Q-Val) Address: 61 Marakele Street, Meadow Glen Moreleta Park, Pretoria Tel no: (+27) 12 997 4727 Fax no: (+27) 12 997 4728 Contact Person: Bernard Muller E-mail: bernard@q-val.co.za *Applied for 7 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S An Overview Many investors do not have the capital, time or expertise required to invest in commercial, industrial or retail property. The Promoter, VDMV Property Partners, has sourced quality investment opportunities to allow shareholding in these properties. Investors will benefit from the advantages of rental income and capital growth through property value appreciation. Historical Background Over the past six years, the VDMV Property Group has purchased various industrial and commercial properties in both Johannesburg and Cape Town and has also successfully developed two large business parks. These properties are entirely owned by VDMV and their shareholders. The rental income is used to repay the mortgage bonds registered over these properties. The annual rental income escalates at 7% to 9%. After the Company has repaid all the mortgage loans to the financial institutions and the investors, the investors will receive dividends derived from the rental income of the properties. Investors thus receive monthly dividends, plus capital growth after their initial investment amount has been repaid. The VDMV Property Group currently rents out a total of 68,000m² and the expected rental income for the 2009/10 year is approximately R34 million. VDMV established 6 successful consortiums with an asset value of approximately R150 million, consisting of 105 investors. With the completion of this consortium, the asset value will increase to R250 million. This investment works as follows: The investment generates passive income that grows + Van der Merwe Venter 12 (Pty) Ltd (Registration number 2004/030694/07) hereinafter referred to as “the Company”, purchased two industrial properties with well established tenants. The name is to change to Van Der Merwe Venter Limited 31 (a public company) in due course. + The Company obtains mortgage bonds from a recognized financial institution of up to 60% of the total purchase price by giving the required guarantees and sureties. Only Izak van der Merwe from the Promoter Company signs personal surety for these bonds. + The balance of the purchase price is obtained by offering shares in the Company to public investors. + The investment is made in the form of a loan by the Investors and in return shares in the Company are allocated to the Investors. A loan account, proportionate to the investment amount, is credited in the financial statements of the Company. Interest on the loan is payable to the Investors, depending on the selected investment option chosen in terms of this proposal. + After repayment of the bond and investor loans, the Investors will receive monthly income in the form of dividends. [Effectively on a NIL investment.] + Due to the benefit of gearing, the shareholding received by the investors is allocated in relation to their contribution of total costs, plus up to 50% (e.g. 15% shareholding for 10% contribution, depending on the percentage interest selected by an investor). + The properties are valued by two independent registered property valuers at least every three years. + The increased asset value can be applied to secure finance to purchase a further property investment. + Approximately 3% of the portfolio value is invested with Allan Gray to serve as an emergency fund. 8 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Minimum Investment and Term + The minimum investment amount: + Optimal period: + Minimum period: R100 000 10 (ten) years, but not less than 5 (five) 2 (two) years Investment options: Investors have the following options: + Option A: For a fixed interest income of 9% — The investor will receive 10% shareholding for a 10% contribution of total cost. + Option B: For a fixed interest income of 8% — The investor will receive 12,5% shareholding for a 10% contribution of total cost. + Option C: For a fixed interest income of 7% — The investor will receive 15% shareholding for a 10% contribution of total cost (Fifteen4Ten). + Option D: For a fixed interest income of 12,5% — for 5 years The investor will receive 10% shareholding for a 10% contribution of total cost. After 5 years, VDMV will buy the shares at the original amount invested. For this benefit (of buying shareholding at the original price), the Promoter will subsides the difference monthly (i.e. 12,5 % minus 9%) The Promoter, at his sole discretion has the right to limit the proportion of investors in each of the abovementioned options. Allocation will be on a first come, first served basis. Shareholding 9 + The reasons for increased shareholding, i.e. (Fifteen4Ten) are the following: ! We grant greater shareholding to those that elect to take a lesser interest income on their loan account; ! Having a bond, enables VDMV to share the benefits of gearing with investors; + Shareholding is calculated by the ratio in which the investor contributes financing to the Company against the total cost. Additional shareholding will be allocated, according to the investment option chosen. + Examples of options — For every R100 000 invested: ! Option A: at 9% interest income, an investor will receive 100 of the 100,000 shares issued. ! Option B: at 8% interest income, an investor will receive 125 shares. ! Option C: at 7% interest income, an investor will receive 150 shares. ! Option D: at 12,5% interest income, an investor will receive 100 Shares (VDMV buys the shares after 5 years). + The Promoter receives a share of approximately 40% and delivers approximately 60% of the purchase price of the buildings. + In consideration for the investor's loan to the Company, shares are allocated to the investors at R0, 01 each (one cent) per share. + Should a single investor take up the full share offer, the shareholding percentage and interest structure will be negotiated. www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Payment to Investors + The investor will receive interest on the loan account from day one, even though the Company has not yet taken transfer of the relevant property. The investor will at all times receive the monthly interest income before the 10th day of each month. + After repayment of the mortgage bond, the surplus is invested with the Allan Gray Fund until sufficient funds have accumulated to repay the investor's loan in a lump sum. Until such time Investors will receive interest income and thereafter dividends in relation to their shareholding. Sale of the Investment + Should the investor wish to realize the investment, the minimum time period is 2 (two) years. + The cost to sell the investment is 10%. (commissions payable to intermediary, i.e. consultant, financial advisors, infrastructure, advertising, travel and administration). + Co-shareholders shall have a pre-emptive right whilst it is simultaneously offered on the open market. Cooling Off Period + The investor will be allowed a 10 day “cooling off” period, which means that the investment may be withdrawn within 10 days after deposit has been made into Broll's Trust account. All monies will immediately be repaid to the investor, without any costs. + After 10 days, the investment funds will be paid from Broll's trust account to the Company's bank account in order to fund the purchase of the property, marketing and setup costs etc. The Investment Process + The Investor & Financial Advisor completes and co-signs the application form. + All documentation, including all FICA requirements, must be submitted to the Promoter: submit@vdmv.co.za. + The Investor pays the investment amount into the Broll trust account. + The Investor receives confirmation of receipt of investment funds to the Investor. + The Property Company pays out the agreed monthly interest to the Investor whilst money is on trust. + The investor is advised of the registration of transfer of the properties. + Once fully subscribed, a copy of the share certificate will then be issued to the Investor. + The Property Company pays out income to the investors after collection of the rentals. + Financial statements are prepared and audited by the company's accountants. 10 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Investors earn interest on the investment in accordance with the option selected (A, B or C) and they share in the capital growth plus dividends once the loan has been repaid. FIFTEENFIFTEEN 4 TEN 4 TEN Interest fixed Investment Value of investment TOTAL RETURN YEAR 1* Capital Growth at 7 % OptionAA Option OptionBB Option OptionCC Option @9% R1,000,000 R1,000,000 x 1,0 = R1,000,000 @8% R1,000,000 R1,000,000 x 1,25 = R1,250,000 @7% R1,000,000 R1,000,000 x1,5 = R1,500,000 R70,000 R87,500 R105,000 R90,000 R160,000 R80,000 R167,500 R70,000 R175,000 R967,151 R1,458,939 R1,950,727 R900,000 R1,867,151 R800,000 R2,258,939 R700,000 R2,650,727 R1,759,032 R2,448,789 R3,138,547 R1,350,000 R3,109,032 R1,200,000 R3,648,789 R1,050,000 R4,188,547 (this may vary) Plus interest Total Return Year 1 TOTAL RETURN YEAR 10* Capital Growth at 7 % (this may vary) Plus interest Total Return Year 10 TOTAL RETURN YEAR 15* Capital Growth at 7 % (this may vary) Plus interest Total Return Year 15 *The above projections are purely for illustrative purposes as capital growth may vary. Please Note: For option D there is no capital growth as shares are purchased after 5 years at the original amount invested. 11 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S The Properties Isando This industrial property is situated at 184 Barbara Street, Isando. The building was purchased for ² ² R47 600 000. The building consist of 12 340m , erected on an erf, 36 827m in extent. The vacant land is used as yard space and rented out. The initial return on investment is 10%, increasing annually by 8%. The tenants pay all municipal accounts and insurance. Registration of transfer of the property took place onthe 23rd of June 2009. The building has a substantial potential for rental increase on the termination of the existing leases. One ² tenant, for instance, is currently paying as little as R20/m . During year 3 the rent will be increased to a market related rental, which will greatly enhance the property's return on investment. Property Detail + The legal description of the property is: Portion 67 (Remaining Extent) of the farm Rietfontein 63 IR 184 Barbara Road, Isando. + The property is registered under Deed of Transfer No: T50609/2006. A copy of the title deed is available for inspection at the Promoter's office. + The property was transferred subject to “a servitude of perpetual right of way extending to a depth of 15.24 meters along the North-Western boundary of the aforesaid Portion 15 as shown on Diagram S.G. No. A 194/22 annexed to Deed of Transfer No.6041/1932, for the use of all persons, animals and vehicles.” + The property is zoned: Industrial 1. The zoning restrictions are set out in paragraph 4 on page 2 of the Rode valuation report. The necessary zoning certificates have been issued and town planning regulations have been complied with. Documentation in support thereof is attached to the complete cautionary analysis, which is available from the promoter for inspection. + The property was insured by the previous owner for R 43 000 000. The consortium has insured the property for R 45 000 000 and all other commercial risks. A copy of the insurance policy is available at the Promoter's offices for inspection. Locality Map 12 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Tenant Schedule 2 2 Aerial View 184 Barbara Road, Isando 13 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Grindrod Grindrod has been renting this industrial building in Bellville for the past 8 years and has just entered into a new 5 year lease. The purchase price is R37 337 500 and registration of transfer is expected to take place during ² ² August 2009. The premises consist of an office complex of 1 450m and a factory of 5 150m , situated on an erf ² of 30 000m . The vacant land is paved and used for motor vehicle storage. The land alone, without the buildings is worth R30 million. The initial return on investment is 10% and the rental escalates annually by 8%. The tenant recently applied for permission to install 5 underground diesel tanks on the premises. This application needs to go through an Environmental Impact Assessment (EIA) Process, which is not only costly, but also time consuming and may take up to two years to be finalized. This is a clear indication that the tenant is committed to a long term lease. Property Detail + The property is located at: Erf 21623 Bellville situated at 6 Talana Road, Sacks Circle, Bellville. + The property is registered under Deed of Transfer T68889/2003. A copy of the title deed is available for inspection at the Promoter's office. See Rode Valuation par 2 (see title deed) + The property is zoned for Light Industrial. See zoning restrictions on page 2 of paragraph 4 of the Rode valuation report. The necessary zoning certificates have been issued and town planning regulations have been complied with. Documentation in support thereof is attached to the complete cautionary analysis, which is available from the promoter for inspection. + The property is insured by the current owner for R23 000 000. The Company will insure the property for at least R 32 000 000 and all other commercial risks. A copy of the insurance policy shall be available at the Promoter's offices for inspection after registration of transfer of the property in the name of the Company. Locality Map 14 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Tenant Schedule 2 2 Aerial View 6 Talana Road, Sacks Circle, Bellville 15 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S The Emergency Fund Allan Gray Global Mandate Fund Approximately 3% (three percent) of the consortium value will be invested with Allan Gray. This will be used as an emergency fund. Cash flow shortages due to vacant premises will be covered by the emergency fund. As a result of the rental income increasing annually, the possible shortfall is limited to the first year or two. As the rental income increases annually, the surplus income will begin to repay the capital on the bond. Once the bond is fully repaid, surplus income will be invested until such time that the investor's loan account can be settled in a lump sum. After the bonds have been repaid, all surplus income will be invested in the emergency fund until such time that the amount is sufficient to settle all loan accounts to investors. Company Description And Structure + VDMV 12 is a registered private company under registration no. 2004/ 030 694 /07. The Company is governed by the laws of the Republic of South Africa and the financial requirements are under the strict supervision of the auditors. + It is envisaged that the company structure will in due course change to a public company and that the name will change to Van Der Merwe Venter 31 Limited. + The shareholders agreement is contained in the application documentation and a signed copy will be returned to the Investor. + A copy of the Memorandum and Articles of Association of the Company is available for inspection at the Promoter's offices. + The financial year end of the company is 28 February annually. 100 000 shares will be issued. The control over the unissued shares rests with the board of directors of the Company until the first annual general meeting is held, unless a special meeting is arranged earlier. + A pro forma balance sheet is attached. Income shall be distributed monthly according to the interest option chosen. + No special voting rights shall be attached to any share or shareholding. + The directors have the authority to make loans on behalf of the company, to apply such funds for expansion in the normal cause of business to the benefit of the investors. + The companies have no further financing powers, unless the shareholders takes a specific decision to the contrary. 16 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Financials CONSORTIUM AMOUNT Acquisition & Consortium Cost Buildings @ cost + Grindrod Building + Isando Building R100 000 000 R 84 937 500 R 37 337 500 R 47 600 000 Advance Cost Emergency Fund Bond & Transfer Costs Bank Raising Fee R 8 493 750 R 3 300 000 R 223 750 R 3 045 000 R 100 000 000 _________________________________________________________________________________ INCOME STATEMENT Income - Combined Property Rental Income Less: Operating Expenses Rates & Taxes (part recoverable) Insurance (part recoverable) Management Fee R 10 602 369 Operating profit Less: Finance Cost Interest on Bank Loans (fixed) Investors interest (fixed) R 882 766 R 9 719 603 R180 000 R 60 000 R642 766 R5 500 000 R4 562 500 R 10 062 500 ___________ *Profit (before TAX) for the year (R 342 897) _________________________________________________________________________________ BALANCE SHEET Assets Non-Current assets R 96 700 000 Investment Property Current assets R96 700 000 Cash & Cash Equivalents R3 300 000 R Total Assets Equity & Liabilities Equity Shareholders Loan Retained Income 3 300 000 R 100 000 000 R50 342 897 R 342 897 Liabilities Financial Liabilities (Bank Bond) R 50 000 000 R 50 000 000 R50 000 000 Total Equity & Liabilities 17 R 100 000 000 *This first year loss will be funded by the Promoter. www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Financial Assumptions + Of the R100 000 000 total costs, R50 000 000 is to be raised via Bank mortgage finance. The applicable interest rate is 11% fixed by the promoter. Standard Bank and Grindrod Bank are the providers of these loans. These loans are allowed in terms of the Memorandum and Articles of Association of the Company. + Net income has been calculated after the deduction of property expenses from the gross rental income. Contractual rentals escalate at 8% per annum. + A 2% (two percent) vacancy allowance has been deducted from gross income from year 3 (three) in the Isando building and from year 6 (six) in the Grindrod building. A 1% (one percent) maintenance allowance has been allowed as well as a 6% (six percent) management fee. Valuations Two valuations of each property were submitted by: + Rode Property Valuations & Research + Quality Valuations T/A Q-Val The full valuation reports are available at the Promoter's offices for inspection. Notice And Disclosures Underlying principles It is important to take cognisance of the following underlying principles in making this investment: 1. Commercial, industrial and retail property investments are usually long-term investments. The potential return on investment may only begin to realize after a minimum term of five years. 2. There is no duty on the promoter of this consortium to establish a secondary market for the re sale of the investor's shares. Prospective investors should therefore be cautious before investing in unlisted shares and recognize that there is a substantial risk that the investors may not be able to liquidate its shares in future, should the investor elect to do so. The promoter however, shall endeavor to facilitate the re-sale of all shares in this investment, as successfully done in the past. 3. The Promoter also wishes to bring to the investor's attention that the market value of the property may differ from the consortium value, mainly because of the opportunity cost involved in the investment. 4. Globally; banks, businesses, financial markets and equities experienced a relapse in value recently. This investment is not resistant against such occurrences. Should these world economic trends have a ripple effect on the South African economy, it may have a negative influence on the undertakings hereby offered by the Promoter. The Promoter will at all times endeavor long term stability of the investment in the best interests of the Investor. 18 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Investors' Protection 1. When an investment is made, the funds are deposited into the Broll Property Group's trust account. This trust account is regulated in accordance with Section 32 of the Estate Agency Affairs Act, Act 112 of 1976. 2. Written confirmation of such deposit will be given to the investor within 7 days after such deposit. The name of the payee, Broll Property Group trust account, is printed in bold on the application forms. 3. While the investor's funds are kept in the trust account, the investor shall receive interest on the deposited funds as per the interest option chosen by the investor. 4. Broll controls the management of the account. The funds are kept in the investor's name until registration of transfer of the property. In terms of the investors' mandate the funds may not be paid to the seller before registration of transfer of the property. 5. In the event of the investment consortium not proceeding, funds deposited for investment by the investor will be repaid in full. 6. The property was acquired after a successful due diligence analysis had been carried out by the Promoter. A copy of this report is available at the Promoter's offices for inspection. 7. The effective date of commencement of this investment will be the date of payment of the investment funds into the trust account. 8. No member of the promoter and/or his/her family had any direct or indirect interest in the properties purchased under this investment. 9. The Promoter makes provision for any capital deficits by investing a portion of the investment in an emergency fund with Allan Gray. 10. Any expenses that need to be incurred prior to registration of transfer of the property are borne by the Promoter and no investors' funds are used for this purpose. 11. The Investor will be allowed a 10 (ten) day “cooling off” period, which means that the investment may be withdrawn within 10 days from inception in which case all monies will immediately be repaid to the investor, without any costs. I, Izak Johannes van der Merwe, Chief Executive Officer of VDMV Property Partners, hereby declare that a comprehensive due diligence analysis has been carried out with regard to the properties involved in this investment opportunity. I declare that this analysis includes commercial, financial and legal aspects, as well as the examination of all the existing leases. The valuation which was carried out by registered valuers is available at the Promoter's offices and I declare that I am satisfied with the results thereof. I.J. van der Merwe CEO For VDMV Property Partners 12 June 2009 DISCLAIMER VDMV Property Partners has taken care to ensure that the information contained in this document is correct and will not be liable for any errors that may have occurred during the drafting or printing hereof. VDMV Property Partners further indemnifies itself against any misrepresentations which may arise from any interpretation of the information contained herein or resulting from the reproduction thereof either verbally or in writing, without verification to the original document. 19 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Properties from our portfolio: Simonrust Shopping Centre, Stellenbosch Cecil Morgan Street, Stikland Kenwil Drive, Okavango Park Gemini Street, Brackenfell Eagle Street, Brackenfell 20 www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S 21 Gemini Street, Brackenfell Danie Uys Street, Stikland Gemini Street, Everite Park, Brackenfell Trafford Road, Blackheath Cnr La Belle & Willow Road, Kaymor, Stikland Electron Road, Triangle Farm, Bellville South Willow Road, Stikland Tedric Street, Stikland www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations vdmv P R O P E R T Y PA R T N E R S Investor loans repaid as a lump sum www.vdmv.co.za | Your Property Partner creating wealth for generations | www.vdmv.co.za | Your Property Partner creating wealth for generations