PROPERTY PROPERTY
INFORMATION INFORMATION
KEW Retail Building and Part Triple Storey Warehouse onn Auction 628 Louis Botha Avenue,Kew, Johannesburg
TUESDAY 9TH JUNE 2015 @ 12H00 The Wanderers Club
AUCTIONEER: Ismail Hendricks AGENT: Marc Saks 079 646 3655 / [email protected] Bakkies Reyneke 082 451 6897 / [email protected]
1
TABLE OF CONTENTS
1. Property Summary 4
a. Locality (see Annexure A) 7 b. Legal Information (see Annexures B and C) 8 & 11 c. Town Panning (see Annexure D) 12
2. Locational Analysis 5 3. The Development 6 4. Notes 17
ANNEXURES
Annexure A: Locality 7 Annexure B: Title Deed 8 Annexure C: SG Diagrams 11 Annexure D: Zoning Certificate 12 Annexure E: Gallery 13 Annexure F: Tenancy Schedule 15 Annexure G: Income Statement 16
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 2 negligence or otherwise of Broll Auctions and Sales and its subsidiaries and related companied, the Seller, or any other person”. OPPORTUNITY SUMMARY
Retail and warehousing triple sttorey commercial building with direct street exposure onto busy Louis Botha Drive in Kew. KFC (Kentucky Fried Chicken) is connsidered to be the main Description anchor tenant which occupies a prominent position on the ground ffloor fronting onto Louis Botha Drive with easy access and parking for customers.
Erf Size 4,278m²
Zoning Business 4
GLA Total 4,188m2
GLA Tenanted 4,188m2 (100%)
GLA Vacant ‐
Tenancy
Projected For Year Ended 30 Sep 2016 Income Gross Income R2,597,921 statement Less Operating Expenses (R1,203,750)
Net Income R1,394,170
3 PROPERTY SUMMARY
1.1 Locality (see Annexure A)
Property Address: 628 Louis Botha Avenue Suburb and City: Kew Industrial, Kew Local Authority: City of Joburg Metropolitan Municipality Province: Gauteng
1.2 Legal Information (see Annexures B and C)
Erf number(s): 772 Township: Kew Erf Extent: 4278m² Title Deed Number: T170079/2007 Registered Owner: Lambrou Christos
1.3 Town Panning (see Annexure D)
The property is zoned Business 4 in terms of the City of Johannesburg Town Planning Scheme, subject to the following conditions: Zoning: Business 4 Height: 3 Storeys Coverage: 60% F.A.R: 1.8 Parking: As per scheme ‐street parking bays in front of the building. Building line: 6m along street boundary
4 2. Locational Analysis
This retail/industrial property (hereinafter referred to as the property) has two road frontages .The main frontage being onto Louis Botha Avenue (M11) and the second frontage is on Eleventh Road. Louis Botha Avenue (M11) experiences high traffic volumes , and offers good exposure to the property. The immediate area offers a mixture of similar line retail shops, warehousing and workshop type properties, in an established commercial/Industrial area.
Some of the surrounding suburbs include Sandton, Houghton Estate and Highlands North which are all afluent sububs in Johannesburg. The property is also located within 500m from a South African Police satelite office and Balfour Park Shopping centre is within 1km from the property. The property is easily accessible by means of major and secondary routes including Louis Botha Drive (M11) and Corlettl Drive (M30). All modern amenities are in close proximity.
The property enjoys all municipal services such as tarred roads, water, sewerage and electricity. All municipal services are available and appear to be functional.
GPS co‐ordinates for the property are: ‐26.1227 28.0851
5 3. The Development
The property offers a part triple storey building. The ground floor comprises various shops and a workshop (see Anneure E). The first and second floors consist of warhousing and offices as per owner.
The stand is south/west facing, fronting onto Louis Botha Avenue and has a slight slope from north to south.
The stand has direct exposure onto both Louis Botha Drive (M11)and Eleventh road, which links up with other major routes in the area.
The stand is improved with a part triple storey retail/warehouse building. The building is constructed by means of plastered and painted brick with a IBR roof.The external walls of warehouse fronting onto Louis Botha are cladded with painted steel cladding which have rusted in places and requires maintenance. The floor consists of vinyl and concrete flooring in the shops and workshop. Most of the shops viewed require the vinyl flooring to be either replaced with ceramic tiles, due to heavy traffic and deliveries, or to be replaced with vinyl flooring which would be the more cost efffective short term solution.
There is off street parking along Louis Botha Drive for customers and tenants.
We have not undertaken a structural survey of the above‐described improvements or finishes, nor have we arranged for tests or inspections to be carried out on any of the service installations.
The rental income of the property is attached as Annexure F.
Component 1 – Retail (Shops) Ground Floor This component comprises 6 separate shops on the ground floor with street parking for customers. The shops are constructed from plastered brick superstructure and plastered concrete ceilings. The floors of the shops are finished with vinyl, ceramic and/or concrete flooring. The shops have access to a narrow walkway at the rear of the building. On the ground floor is a motor spares workshop (next to KFC), that is constructed form steel frame and IBR roof sheeting.
Component 2 – Warehousing, First and Second floors
Access has been gained to the upper floors on inspection of property. The first and second floors above the shops comprise average warehousing space with basic internal finishes. There are ablutions and a small office space on each floor which are accessed by a common staircase. It has been noted that repairs are required on the top floor to fix a leaking roof.
6 ANNEXURE
ANNEXURE A
LOCALITY A
7 ANNEXURE B
TITLE DEED
8
9
10 ANNEXURE C
SG DIAGRAM(S)
11 ANNEXURE D
ZONING CERTIFICATE
12 ANNEXURE E
GALLERY
Front of building Rear of building
AN NE XU RE DN EX UR Plumbing Hardware Kentucky Fried Chicken E
New Tool Centre Atlantic Takeaway and Butchery
13
Inside KFC Inside KFC
Workshop (Motor Spares) External of Motor Spares Workshop
14 ANNEXURE F
TENANCY SCHEDULE
No Tenants Unit Use Description Parking Area m² Lease Start Lease Expiry Duration Esc. Rent / m² Rent Parking 1 Sakho Hardware (Pty) Ltd Shop 1 Retail Hardware 85.00 01-Jan-15 31-Dec-19 5 yrs, 0 mths 10.0% R 63.53 R 5,400.00 2 Sakho Hardware (Pty) Ltd Shop 2 Retail Atlantic Take Away 85.00 01-Jan-15 31-Dec-19 5 yrs, 0 mths 10.0% R 97.06 R 8,250.00 3 Sakho Hardware (Pty) Ltd Shop 4 Retail Mount Plumbing 100.00 01-Jan-15 31-Dec-19 5 yrs, 0 mths 10.0% R 100.00 R 10,000.00 4 Sakho Hardware (Pty) Ltd Shop 5 Retail Fruit & Veg 160.00 01-Jan-15 31-Dec-19 5 yrs, 0 mths 10.0% R 60.00 R 9,600.00 5 Kissenger Al Kess Yousef Abdel Malik Rizekalla Shop 3 Retail Tool Centre 85.00 01-Jan-15 31-Dec-17 3 yrs, 0 mths 10.0% R 112.94 R 9,600.00 Tool Centre Warehouse shared with Jejossi 6 Kissenger Al Kess Yousef Abdel Malik Rizekalla Shop 11 Warehouse (behind KFC) 1,480.00 01-Jan-15 31-Dec-17 3 yrs, 0 mths 10.0% R 13.51 R 20,000.00 7 Madiro Foods Shop 6 Retail KFC Shop 210.00 01-Jan-15Apr-15 31-Dec-15 1 yrs, 0 mths 10.0% R 129.52 R 27,200.00 8 Madiro Foods Shop 9 Storage KFC - 1st and 2nd floor Storage 1,050.00 01-Jan-15 31-Dec-17 3 yrs, 0 mths 8.0% R 12.67 R 13,300.00 9 Jejoossi Trading Shop 8 Retail Motor Spares Factory Shop 358.00 01-Jan-15 31-Dec-16 2 yrs, 0 mths 10.0% R 8.58 R 3,070.00 10 Roger Psoro (Monhtly) Shop 10 Workshop Panel Beating 480.00 01-Nov-10 31-Dec-14 4 yrs, 2 mths R 6.40 R 3,070.00 11 Victor Mogotlane (Monthly) Shop 7 Retail Food Shop 95.00 01-Jul-03 31-Dec-14 11 yrs, 6 mths R 31.58 R 3,000.00
Total 0 4,188.00 R 26.86 R 112,490.00 R 0.00
11 Occupied 4,188.00 100.0% R 26.86 0Vacan
t 0.00 0.0% * Note: Most of the leases have an option to renew 3 months prior to termination of lease.
15
ANNEXURE G
INCOME STATEMENT
APRIL 2015 ** PROJECTED YR 1 ** PROJECTED YR 2 ANNUALISED 1 OCT 2015 ‐ 30 SEPT 2016 1 OCT 2016 ‐ 30 SEPT 2017
TOTAL RENTAL INCOME R 1,349,880 R 1,443,264 R 1,584,207 Rental Income R 1,349,880 R 1,443,264 R 1,584,207
TOTAL RECOVERIES R 1,096,854 R 1,154,657 R 1,223,936 Rates & Taxes Recovery R 208,249 R 198,607 R 210,523 Water Recovery R 208,660 R 224,497 R 237,967 Electricity Recovery R 679,945 R 731,553 R 775,446
TOTAL GROSS INCOME R 2,446,734 R 2,597,921 R 2,808,143
OPERATING EXPENSES R 1,120,180 R 1,203,750 R 1,275,975 Rates & Taxes R 184,596 R 198,607 R 210,523 Water R 208,660 R 224,497 R 237,967 Electricity R 679,945 R 731,553 R 775,446 Insurance R 39,510 R 41,288 R 43,765 Meter Reading Fees R 7,469 R 7,805 R 8,274
TOTAL EXPENSES R 1,120,180 R 1,203,750 R 1,275,975
NET OPERATING INCOME R 1,326,553 R 1,394,170 R 1,532,168
*Year to date financials and current tenancy information supplied by vendor. ** Projections are based on year to date financials and tenancy information with additional assumptions and projections made by Broll management.
16
Rules of Auction and Conditions of Sale
1.6. The auction will commence at the published time and will not be delayed to allow any specific IMMOVABLE PROPERTY person or more persons in general to take part in the auction.
DATE OF AUCTION : Tuesday 9 June 2015 1.7. Registration to bid at the auction: PLACE OF AUCTION : The Wanderers Club, 21 North Street, Illovo, Johannesburg TIME OF AUCTION : 12pm 1.7.1 Anyone that intends to bid at the auction must register his or her identity on the bidder’s AUCTION HOUSE : Broll Auctions and Sales (Pty) Ltd record prior to the commencement of the auction. Such registration must meet the (Registration Number 2014/250826/07) requirements of FICA (Financial Intelligence Centre Act, 2001) in respect of the AUCTIONEER : Ismail Hendricks establishment and verification of identity of the person, and the person must sign the Suite 4, 1 st Floor, Atholl Square, Cnr Katherine Drive and registration entry. Wierda Road East, Sandown
Contact number: 087 700 8290 1.7.2 A person who attends the auction to bid on behalf of another person (i.e. on behalf Email: [email protected] of a company) must produce a letter of authority that expressly authorises him or her
to bid on behalf of that person and the person bidding on his or her behalf must meet Will offer for sale by public auction the following immovable property: the requirements set out in clause 1.7.1 above. Where a person is bidding on behalf of ERF : 772 Kew a company the letter of authority must appear on the letterhead of the company and KNOWN AS : 628 Louis Botha Avenue, Kew must be accompanied by a certified copy of the resolution authorising him or her to bid IN EXTENT : 4, 278m² on behalf of the company.
TITLE DEED NUMBER : T170079/2007 1.8 The bidder’s record and the vendor roll will be made available for inspection at the offices of RULES OF AUCTION Broll Auctions and Sales (Pty) Ltd during normal business hours without the charge of a fee. The bidders’ record will also be available for inspection at the auction. 1.1. Each prospective bidder must read these Rules of Auction together with the attached
Conditions of Sale Agreement and must not bid unless he or she has done so. 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 1.2. The sale by auction is subject to a reserve price. commission payable to Broll Auctions and Sales (Pty) Ltd.
1.3. The auctioneer or his agent shall be entitled to bid up to the reserve price on behalf of the owner, but shall not be entitled to make a bid equal to or exceeding the reserve price. 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. 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 been published in terms thereof. 1.11 The total cost of advertising and conducting the auction of the property is R35,000.00 which costs are broken down as follows: 1.5. Section 45 subsection (2) of the Act provides that: “ When goods are put up for sale by auction 1.11.1 Advertising costs; in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction. ” 1.11.2 Brochure and marketing material;
Page 2 of 27
1.11.3 Auction venue costs; ______1.11.4 Photography. AUCTIONEER (duly authorised) DATE
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.
I the AUCTIONEER do hereby certify that, to the best of my knowledge, these Rules of Auction meet the requirements of regulation 21 of the Consumer Protection Act Regulations as published in Government Gazette No. 34180 of 1 April 2011.
Page 3 of 27 Page 4 of 27
Duly instructed by LAMBROU CHRISTOS 2. PURCHASE PRICE (the “SELLER” ) and The Purchase Price of the PROPERTY, plus Value Added Tax ("VAT") if applicable, shall be paid as follows: BROLL AUCTIONS AND SALES (PTY) LIMITED
Registration Number 2014/250826/07 2.1 A deposit of 5% (five per cent) of the Purchase Price payable to the AUCTIONEER by Duly represented by: Ismail Hendricks 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: ERF : 772 Kew 2.2 The deposit paid in terms of this clause will be invested by the SELLER'S Attorneys on call KNOWN AS : 628 Louis Botha Avenue, Kew at a commercial bank on behalf of and the interest for the benefit of the PURCHASER. IN EXTENT : 4, 278m² The PURCHASER'S signature hereto shall constitute the PURCHASER'S written consent TITLE DEED NUMBER : T170079/2007 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 Together with all improvements thereon (the “ PROPERTY ”) on the following terms and conditions: with a bank of the SELLER’S Attorneys choice. No monies shall be invested without compliance of clause 8.6 of this Agreement. 1. ACCEPTANCE AND CONFIRMATION
2.3 The balance of the Purchase Price shall be paid in cash and secured, to the satisfaction 1.1. 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 11 th day of June, 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 signed acceptance by the Conditions of Sale on behalf of the SELLER in the space provided at the end of this Seller. Agreement and the Seller shall not be required to notify the PURCHASER of the
acceptance of its offer prior to expiry of the confirmation period. 2.4 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 1.3. Should the SELLER reject the PURCHASER'S offer, the AUCTIONEER will repay to the payment of any other monies due in terms hereof. PURCHASER any deposit and commission paid to it in terms of this agreement.
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 27 Page 6 of 27
demand. 3. VALUE ADDED TAX AND TRANSFER DUTY 4 AUCTIONEER'S COMMISSION
4.1 The PURCHASER shall be liable for and pay, in addition to the amounts payable in 3.1 The Purchase Price is inclusive of VAT at the rate of zero percent. terms of clauses 2.1 and 2.3, AUCTIONEER’S commission of 10% (ten per cent) of 3.2 It is recorded that it is the intention of the parties that this transaction be a zero rated the Purchase Price, plus VAT thereon, which commission shall be deemed to have transaction in terms of Section 11 (1) (e) of the Value Added Tax Act (the “Act”) and it been earned and is payable immediately upon the fall of the hammer or upon the is agreed that the purchase price is inclusive of VAT at a rate of zero percent. signing of this Agreement by the Purchaser, whichever happens first.
3.3 It is recorded that: 4.2 If commission is not paid by the PURCHASER to the AUCTIONEER in terms of 4.1 3.3.1 The PROPERTY constitutes an enterprise as defined in the Act and is sold above for any reason whatsoever, the SELLER hereby instructs his attorneys to pay as a going concern that will on the date of transfer be an income earning the commission or balance thereof, whichever may be applicable, to the AUCTIONEER activity capable of separate operation, and the supply of the PROPERTY shall as a first draw from the proceeds of this sale, against registration of transfer of the be ‘zero rated’ in terms of Section 11 (1) (e) of the Act; PROPERTY into the name of the PURCHASER .
3.3.2 The assets and all other aspects of the business that are necessary for 4.3 If this Agreement is cancelled as a consequence of the default by the SELLER , then carrying on the enterprise, including all existing lease agreements pertaining to the property, are being disposed of to the PURCHASER in terms of this the SELLER acknowledges and agrees that it shall be jointly and severally liable with the PURCHASER for payment of AUCTIONEER’S commission as contemplated Agreement. herein. 3.4 The SELLER and PURCHASER respectively warrant to the other that they will, with effect from the date of conclusion of this Agreement, be registered as vendors in terms 5 OCCUPATIONAL INTEREST of the Act. The PURCHASER undertakes to provide the SELLER’S attorneys with a copy of its VAT Registration Certificate (form VAT 103) at least 21 (twenty one) days Should the PURCHASER take possession of the PROPERTY prior to registration of transfer, before the anticipated Transfer Date and the PURCHASER warrants that it has applied he shall pay occupational interest, calculated at the rate of 10% (Ten per cent) per annum on for VAT registration before the date of conclusion of this Agreement. the balance of the Purchase Price outstanding and capitalised monthly from date of possession to date of registration of transfer, without deduction or set off, on registration of 3.5 If for any reason VAT is payable on this sale at a rate other than at the zero rate, then transfer, (both days inclusive). the PURCHASER agrees and undertakes that it will be liable for payment of any such
VAT or additional VAT and such VAT will be added to the Purchase Price and payable 6 RATES AND TAXES AND LEVIES on registration of transfer and shall be secured as provided for in clause 2.3 above.
6.1 The SELLER shall be liable for all rates and taxes and levies and other Municipal charges 3.6 In the event of VAT being payable on the Purchase Price as a result of the sale, such VAT levied on the PROPERTY for the period prior to date of possession and the PURCHASER shall be payable by the PURCHASER, in addition to the Purchase Price, to the SELLER'S shall be liable for all rates and taxes and other Municipal charges levied thereafter. Attorneys immediately on demand.
6.2 The PURCHASER shall refund to the SELLER a pro rata share of all rates and taxes and 3.7 In the event that the sale is VAT exempt, the PURCHASER shall pay applicable transfer levies and services paid in advance by the SELLER for the period after the date of duty, in addition to the Purchase Price, to the SELLER 's Attorneys immediately on possession, which refund shall be paid upon registration of transfer.
Page 7 of 27 Page 8 of 27
6.3 The Seller hereby indemnifies the Purchaser against any claims that may be made by 7 SELLER RESIDENCY AND WITHHOLDING TAX the relevant authorities / managing agents in respect of arrear rates / levies as at date of registration of transfer into the Purchaser’s name. It is recorded that the SELLER, AUCTIONEER and PURCHASER are aware of an obligation on the part of the PURCHASER to withhold part of the Purchase Price from the SELLER , if the SELLER is a non South African resident, and pay such withheld portion to the South 6.4 The Seller understands and accepts that it is the practice of the City of Johannesburg and certain other municipalities to require the Seller to pay the full amount required in African Revenue Services (in terms of Section 35A of the Income Tax Act.
order to obtain a rates clearance certificate in respect of properties falling within its area, and to then refund the Seller after registration of transfer, and the Seller will accordingly
liable to pay the full amount required for a rates clearance certificate in such cases. 8 TRANSFER AND COSTS OF TRANSFER
6.5 Any indication of the rates and/or levies payable in respect of the Property that is given 8.1 Transfer shall not be passed to the PURCHASER , notwithstanding anything to the by the Seller or the Auctioneer is only an approximation based on recent figures contrary herein contained, until such time as the total Purchase Price and all other obtained in respect of the Property, and accordingly neither the Seller nor the amounts, for which the PURCHASER may be liable in terms hereof, have been paid Auctioneer warrant the actual amounts of the rates / levies applicable to the property. and/or payment thereof has been secured as herein provided.
8.2 Transfer of the PROPERTY shall be passed, by the SELLER'S Attorneys, as soon as 6.6 The parties agree, so as to allow for the orderly transfer of the rates, water and possible after date of acceptance, providing the PURCHASER has complied with the electricity accounts in respect of the Property, as follows: provisions of the aforementioned sub clause.
6.6.1 if the Property is not held by sectional title, the Seller will notify the relevant 8.3 The PURCHASER hereby specifically authorises and agrees to the SELLER'S Attorneys municipality, or any other relevant authority, prior to vacating the Property and request them to take final readings and terminate the electricity and water preparing and submitting a transfer duty form as required by SARS for the clearance of the PROPERTY . service in the Seller’s name upon registration of transfer into the name of the
Purchaser; 8.4 Transfer of the PROPERTY shall be effected by the SELLER'S Attorneys and all 6.6.2 the Conveyancer’s will, upon registration of transfer, inform the relevant expenses of and incidental to the preparation and registration of transfer, the conveyancing municipality that the Property has been transferred into the Purchaser’s name fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by and the date of such transfer; and the PURCHASER including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance the Purchase Price herein, including any 6.6.3 the Purchaser shall, immediately upon registration of transfer of the Property disbursement levied by the financial institution approving the finance. into its name, attend at the offices of the relevant municipality or any other relevant authority, and will pay the required deposit/s and open rates, water 8.5 In the event of the PURCHASER failing to comply within 7 (seven) days of being requested and electricity consumption accounts in its name. 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 the event of the registration of transfer being delayed as a consequence of a default on
Page 9 of 27 Page 10 of 27
part of the PURCHASER (and the widest possible interpretation shall be used in respect or damage by any cause with an insurer acceptable to the SELLER. The SELLER'S of the terms hereof), then ipso facto on the 8 th (eighth) day after such request, the interest in the PROPERTY shall be endorsed against such policy for such period. PURCHASER shall pay to the SELLER penalty interest, at the rate of 2% (two per centum) above prime calculated from the said 8 th (eighth) day until the date of transfer, (both days 9.3 Upon the PURCHASER taking occupation of the PROPERTY and pending transfer, the inclusive). following conditions shall apply –
8.6 The PURCHASER acknowledges and accordingly undertakes to comply with all the FICA 9.3.1 the PURCHASER shall not sell, let or in any other manner dispose of or part requirements as set out in Annexure "1" annexed hereto within 7 (seven) days from date with (whether temporarily or otherwise) the PROPERTY or his rights of of acceptance of this Agreement by the SELLER and to supply the SELLER'S Attorneys occupation thereof, except with the written consent of the SELLER , which all information and documentation required by the SELLER'S Attorneys to enable the consent shall not be unreasonably withheld; SELLER'S Attorneys to fulfil their obligations in terms of the Acts mentioned herein under: 9.3.2 the PURCHASER shall be responsible for and pay all costs of electricity and water consumed in the PROPERTY .
8.6.1 The SELLER'S Attorneys are designed as an "accountable institution" in terms 10 EXISTING TENANCIES of the Financial Intelligence Centres Act No. 38 of 2001 ("FICA");
8.6.2 Certain obligations are placed on the SELLER'S Attorneys in terms of FICA and 10.1 The PROPERTY is sold subject to all existing tenancies.
the Prevention of Organised Crime Act 21 of 1998 ("POCA"); 10.2 The PURCHASER shall be bound by the terms and conditions of all existing leases, of
which he acknowledges he is fully apprised . 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
PURCHASER has provided the SELLER'S Attorneys with the documentation 10.3 If the highest bid obtained at the auction for the sale of the PROPERTY subject to the that they require in terms of FICA, nor shall the SELLER'S Attorneys be held lease, is insufficient to meet the amount owing under any Mortgage Bond registered liable for any loss of interest as a result of the PURCHASER'S failure to comply over the PROPERTY , then the PROPERTY may be sold free of any lease which was herein. entered into after registration of any mortgage bond over the PROPERTY or any lease
entered into prior to the registration of any mortgage bond of which lease the older of 9 POSSESSION AND RISK the mortgage bond had no knowledge
9.1 Possession of the PROPERTY, subject to any leases in place over the Property as at the 11 REPAIRS AND IMPROVEMENTS date of auction, shall only be given by the SELLER and taken by the PURCHASER on registration of transfer, provided that clauses 2.1 and 2.3 above have been complied with, 11.1 Prior to registration of transfer, the PURCHASER shall not be entitled to effect any from which date all risks and benefits of ownership in respect of the PROPERTY shall alterations to the PROPERTY without the prior written consent of the SELLER . pass to the PURCHASER .
11.2 The SELLER shall not be obliged to compensate the PURCHASER for any authorised 9.2 The PURCHASER , at its own expense, shall insure the PROPERTY and improvements alteration effected in the event of the sale being cancelled. thereon for the full replacement value thereof from date of possession, against risk of loss
Page 11 of 27 Page 12 of 27
11.3 The PURCHASER shall be liable for any damages suffered by the SELLER as a result of any alterations effected by the PURCHASER, not authorised by the SELLER. 13.1.1 to cancel this Agreement and upon cancellation the PURCHASER shall forfeit all monies paid to the SELLER , the AUCTIONEER and/or the SELLER'S Attorneys and the SELLER shall retain the right to recover any costs incurred 12 REPRESENTATIONS by the SELLER to present the PROPERTY at the auction, any further costs to
be incurred by the SELLER to re auction or to re sell the PROPERTY as well 12.1 If the sale of the PROPERTY is not subject to the Consumer Protection Act then the PROPERTY is sold “voetstoots” . The sale of the PROPERTY is subject to the terms and as any difference between the purchase price and the price achieved at any subsequent sale of the PROPERTY by the SELLER . A certificate issued by the conditions and servitudes mentioned or referred to in the current and/or prior Title Deeds SELLER or his representative, whose authority needs not be proven, shall be and to the conditions of establishment of the Township in which it is situated and to the prima facie evidence of any such costs and/or difference in purchase price as zoning applied to it under any Town Planning Scheme. The SELLER shall not profit by contemplated herein. The PURCHASER and the SELLER specifically agree any excess nor shall it be answerable for any deficiency in the extent thereof. Neither the SELLER nor the AUCTIONEER shall be responsible for pointing out to the PURCHASER that the AUCTIONEER shall be entitled, but not obliged, to immediately resubmit any surveyor’s pegs or beacons in respect of the PROPERTY . 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
liable for in terms of the Agreement; 12.2 The PURCHASER acknowledges that he has not been induced into entering into this
Agreement by any express or implied information, statement, advertisement or 13.1.2 or to claim immediate performance and/or payment of all the Defaulting Party's representation made or given any warranties in respect of the PROPERTY or anything obligations in terms hereof. relating thereto, by the AUCTIONEER or any other person, or by or on behalf of the
SELLER and that is not contained in this Agreement. The PURCHASER hereby waives 13.2 Upon cancellation of this Agreement for whatever reason, the PURCHASER hereby any rights whatsoever which he may otherwise have obtained against the SELLER or the undertakes to forthwith vacate the PROPERTY and to procure that the PROPERTY shall AUCTIONEER as a result of such information, statement, advertisement, representation be vacated by any persons who occupy the PROPERTY through the PURCHASER'S title or warranty, made by or on behalf of the SELLER or the AUCTIONEER. or by his permission. Occupation shall be re delivered in the same good condition as at
the date of possession. 12.3 The PURCHASER acknowledges that he has fully acquainted himself with the PROPERTY that he has purchased. 13.3 Occupancy of the PROPERTY by the PURCHASER or persons on the authority of the PURCHASER shall not create a tenancy either in terms of any statutory provision or at
13 BREACH common law.
13.1 If one of the Parties commits a breach of this Agreement or fails to comply with any of the 13.4 Notwithstanding what is contained herein, should the PURCHASER pay any portion of the provisions hereof, then the Aggrieved Party shall be entitled to give the Defaulting Party deposit, but not pay a portion of or the full commission as required under these Conditions 7 (seven) days’ notice in writing to remedy such breach or failure (unless such breach or of Sale, the PARTIES record and agree that the AUCTIONEER shall be entitled to deduct failure occurs after the transfer documents have been lodged in the Deeds Office for from any portion of the deposit paid under these Conditions of Sale, the value of its registration, in which case the 7 (seven) day period may, at the election of the Aggrieved commission and any direct costs incurred and recover any shortfall thereon from the Party be reduced to 48 (forty eight) hours). If the Defaulting Party is the PURCHASER PURCHASER . 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 law, including the right to claim damages:
Page 13 of 27 Page 14 of 27
13.5 It is recorded further that the deduction by the AUCTIONEER of commission due to it 17 SECTIONS 112 and 115 OF THE COMPANIES ACT (SPECIAL RESOLUTION) under the sale does not absolve the PURCHASER from any and all other obligations arising from these conditions of sale. 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 14 LEGAL COSTS 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 . 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 17.2 Accordingly, the SELLER warrants that the provisions of Sections 112 and 115 are / and own client scale, including collection commission. are not (delete as appropriate) applicable to the sale of the PROPERTY .
15 DOMICILIUM 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 15.1 The PURCHASER and the SELLER hereby choose their respective domicilium citandi et days of the acceptance date the SELLER shall procure that its shareholders pass a executandi for all purposes in respect of this agreement, including notices and Court special resolution ratifying the sale of the PROPERTY . process, the address recorded below their signatures hereunder. Any notice sent by pre paid registered post shall be deemed to have been received on the fifth day after posting; 18 NOMINEE 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 The PURCHASER shall be entitled, by notice in writing to the SELLER , to nominate a nominee to have been received on the first business day after date of despatch thereof. in his place as PURCHASER , upon the following terms and conditions:
15.2 Notwithstanding anything to the contrary herein contained, any written notice or 18.1 the aforesaid notice shall be handed to the SELLER by not later than 24h00 on the same communication actually received by a Party to this Agreement shall be deemed to be day as the acceptance date by the SELLER ; 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 18.2 the notice shall set out the name and address of the nominee so nominated as PURCHASER ; Party's telefax number and/or email address as stipulated herein.
18.3 the notice shall be accompanied by the nominee’s written acknowledgement:
15.3 The terms of "writing" shall include communications by email or facsimile. 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
16 JOINT AND SEVERAL LIABILITY 18.3.2 that it is bound by the provisions of this agreement as the PURCHASER ;
If this agreement is concluded with more than one PURCHASER , the liability of all such 18.4 should the PURCHASER nominate a nominee in terms of this clause, then:
PURCHASERS to the SELLER and to the AUCTIONEER shall be joint and several in solidum . 18.4.1 all reference to the PURCHASER in this agreement shall be deemed to be a reference to its nominee; and
18.4.2 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
Page 15 of 27 Page 16 of 27
SELLER , for all the PURCHASER'S obligations under this agreement, including 21.2 Upon the SELLER furnishing the SELLER'S Attorneys with such certificate, the damages, and renounces the benefits of division and excussion . PURCHASER shall have no claim whatsoever against the SELLER in respect of
electrical installations and no further liability in this regard shall rest upon the SELLER . 19 COMPANY TO BE FORMED 21.3 The PURCHASER agrees and undertakes to take steps sufficient to ensure, as far as 19.1 In the event of the PURCHASER signing this agreement in his capacity as agent for a is reasonably practicable, that the PROPERTY will comply with all prescribed company to be formed and the PURCHASER fails within 20 (twenty) days from date of requirements, including the issue of a Certificate of Compliance in respect thereof as acceptance and confirmation of this agreement to register such company having as one required in terms of clause 7 of the Electrical Installation Regulations of 2009 and that of its objects the ratification and adoption of this agreement, or such company fails to adopt the PROPERTY will be safe and without risks to health. 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 21.4 The PURCHASER hereby relieves the SELLER from the duty imposed upon him by this agreement in his personal capacity and to have acquired all the rights and obligations the provisions of section 10 of Act 85 of 1993. All costs incurred in obtaining such a of the PURCHASER under this agreement. Certificate of Compliance, including costs of any repairs or replacements required in order for the certificate to be issued, shall be borne by the PURCHASER. 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, 21.5 The SELLER warrants that, as at date of occupation or transfer, whichever is the shall be deemed to bind himself to the SELLER as SURETY and co principal debtor in earlier; there will have been no addition or alteration to the electrical installations solidium with such company for the due performance by it as PURCHASER of the terms, existing on the PROPERTY subsequent to the issue of such certificate. In the event conditions and obligations arising out of this agreement. that there has been any addition and/or alteration, the SELLER shall be obliged to obtain a Certificate of Compliance for at least the addition or alteration. 20 COMPANIES, CLOSE CORPORATIONS, ASSOCIATIONS OR TRUSTS
Should the PURCHASER be a company, close corporation, association or trust, the person An Electrical Certificate of Compliance issued not more 2 (two) years prior to the date of this signing this agreement on behalf of such PURCHASER , by his signature hereto interposes and Agreement of Sale shall be valid and effective for the purposes of this clause. binds himself as SURETY for and co principal debtor with the PURCHASER for the due and proper discharge of all its obligations arising from this agreement. 22 MAGISTRATES' COURT JURISDICTION
21 ELECTRICAL INSTALLATION CERTIFICATE OF COMPLIANCE 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. Notwithstanding the 21.1 The SELLER hereby undertakes to furnish the SELLER'S Attorneys, prior to aforementioned, this shall not preclude either Party from approaching the High Court of South occupation or transfer by the PURCHASER , whichever is the earlier, with a Certificate Africa for any relief sought. This Agreement shall further be governed in terms of the law of the of Compliance in respect of the PROPERTY , in terms of the Electrical Installation Republic of South Africa. Regulations of 2009 under the Occupational Health and Safety Act (Act No. 85 of 1993, as amended), issued by an electrical contractor who is registered in terms of the 23 GENERAL CLAUSES Regulations. All costs incurred in obtaining such a certificate, including costs of any repairs or replacements required in order for the certificate to be issued, shall be borne 23.1 This Conditions of Sale Agreement constitutes the whole agreement between the Parties by the SELLER . 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;
Page 17 of 27 Page 18 of 27
SIGNED BY THE PURCHASER ON THE ______DAY OF 23.2 No extension of time, waiver, indulgence or suspension of any of the provisions of this AS WITNESS: agreement, which any Party hereto may have given, shall be binding unless recorded in a 1. ______written document signed by all Parties. PURCHASER (and where applicable, the signatory binding himself as SURETY and co principal debtor in solidium ) 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. AS WITNESS:
THE PROPERTY WAS PUT UP FOR SALE BY PUBLIC AUCTION ON THE______DAY OF 1. OF THE YEAR 20______BROLL AUCTIONS AND SALES (PTY) LTD duly authorised (Broll Auctions and And sold by the rise for the amount of R Sales (Pty) Ltd hereby accepts all the rights conferred upon it in terms of this (words) Agreement)
(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: (home) (Work) (Fax) (Email) (Cell) MARITAL STATUS (In /Out of Community of PROPERTY)
SPOUSE’S NAME SPOUSE’S ID NO
Page 19 of 27 Page 20 of 27
ACCEPTANCE AND CONFIRMATION DEED OF SURETYSHIP I / We the undersigned, Accepted by me this day of 20____
AS WITNESSES: ID NUMBER: ______1. do hereby interpose and bind myself / ourselves as surety and co principal debtor/s in solidum for SELLER (and where applicable the and on behalf of the PURCHASER to and in favour of the SELLER and the AUCTIONEER for all SELLER is duly authorised) the obligations of the PURCHASER under the Conditions of Sale aforegoing and in particular for all amounts of money that may be due, including damages, from whatsoever cause arising under 2. SELLER'S ADDRESS: 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 day of
AS WITNESSES:
1. ______
SURETY
2. ______
SELLER
______BROLL AUCTIONS AND SALES (PTY) LTD duly authorised
SURETY ADDRESS (PHYSICAL) :
Tel No:
Page 21 of 27 Page 22 of 27
EXTRACT FROM THE MINUTES OF A MEETING OF THE MEMBERS OF EXTRACT FROM THE MINUTES OF A MEETING OF THE DIRECTORS OF ______HELD AT ______ON ______HELD AT ______ON ______
RESOLVED THAT: RESOLVED THAT:
1. The CLOSE CORPORATION BUYS the following PROPERTY 2. The Company BUYS the following PROPERTY
______
from ______from ______
for R ______for R ______
2. That ______in his capacity as Member be and is hereby 2. That ______in his capacity as Director be and is authorised to execute and sign all documents necessary to give effect to the above hereby authorised to execute and sign all documents necessary to give effect to the resolution. above resolution.
Certified a true copy, Certified a true copy,
______MEMBER MEMBER DIRECTOR DIRECTOR
Page 23 of 27 Page 24 of 27
EXTRACT FROM THE MINUTES OF A MEETING OF THE TRUSTEES OF (ANNEXURE 1) ______FICA REQUIREMENTS: Natural Persons HELD AT ______ON ______
______[1] South African identity document (foreigners: passport); RESOLVED THAT: [2] Utility bill addressed to your residential address less than 3 months (accounts for mobile phones are not acceptable); 3. The Trust BUYS the following PROPERTY [3] South African Income Tax reference number.
______
[4] (Confirmation marital status, i.e. unmarried or married.) from ______
for R ______1.1 If Married
2. That ______in his capacity as Trustee be [5] Marriage certificate. and is hereby authorised to execute and sign all documents necessary to give effect to the above resolution. - If IN community of property (no antenuptial contract)
[6] S.A. identity document (foreigner: passport) of your SPOUSE.
Certified a true copy, - 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. ______
TRUSTEE TRUSTEE If your Marriage is governed by the Laws of another country/state
[8] S.A. identity document (foreigner: passport) of your SPOUSE; [9] 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 25 of 27 Page 26 of 27
1.2 Companies:
[1] CM1. [2] CM22.
1.3 Close Corporations:
[1] CK1; [2] and, if applicable, CK2.
1.4 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 transaction and all the Trustees have signed the Agreement of Sale.)
Detailed FICA requirements for Entities will be supplied to such Purchasers, in due course.
1.5 FICA requirements for Other Entities, if applicable, will be supplied to such Purchasers.
Page 27 of 27
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
18