FACT SHEET
SOUTH AFRICA OVERVIEW
NODES WITH MOST DISTRESSED OFFICES
Highveld Technopark & Extensions
Bedfordview Rosebank
Centurion CBD CBD Cape Town Randburg
Midrand Bryanston CBD Durban
Sandton CBD Johannesburg
Rivonia
Hatfield/Hillcrest
SOUTH AFRICA OVERVIEW
DECENTRALISED OFFICES: VACANCY RATE BY REGION
Gqeberha Metro
Tshwane Metro
Johannesburg Metro
Durban Metro
Cape Town Metro
SOUTH AFRICA OVERVIEW
VACANT AREA BY BRACKET AND GRADE
Source: SAPOA Office Vacancy Report
SUMMARY - SAPOA OFFICE VACANCY SURVEY
SOUTH AFRICA OVERVIEW
OFFICE DEVELOPMENT ACTIVITY
Source: SAPOA Office Vacancy Report
Earmarked for sale
Earmarked for sale
SIMPLIFIED AND FOCUSED PORTFOLIO
ASSET MANAGEMENT INITIATIVES
STABILISE AND DISPOSE
LEASE REGEARING REPURPOSE FOR SELF STORAGE OUTRIGHT DISPOSAL REPOSITION FOR SMEs
38,000m2 VACANT GLA REDUCED TO 10,000m2
FAVOURABLE SME MARKET DYNAMICS
STRONG DEMAND FROM SMEs
Surge in digital entrepreneurship and e-commerce adoption
Lower cost barriers due to cloud platforms, mobile tools and AI
SMEs represent >90% of all registered businesses in South Africa
Over 750,000 formal SMEs
Contribute 35–40% of GDP and up to 60% of employment
LIMITED SUPPLY OF SUITABLE OFFICE SPACE
Traditional offices built for large tenants
Landlords prioritize big leases to reduce admin burden
Reluctance to invest in upfront capex for smaller tenants
Customisation for SMEs is operationally intensive
High cost of building
No bank funding available for speculative development, only pre-let
SMEs are agile, growing, and seeking accessible, ready-to-use office
space - yet are underserved by traditional models.
Landlords’ inflexibility creates a barrier to entry, leaving SME needs unmet in an oversupplied but misaligned office market.
What are Instant Offices?
PURPOSE-BUILT FOR SMEs
Tailored to small business needs
Located in premium business parks
High-quality space at accessible pricing
PRIVATE, READY-TO-OCCUPY SPACE FOR SMEs
Fully furnished, professionally designed spaces
Private units (not shared workspaces)
Configurations from 5 to 25 desks
ALL-INCLUSIVE FIXED MONTHLY PRICING
One predictable rental fee
Utilities, furniture and services included
No hidden costs or variable charges
SIMPLE LEASE STRUCTURE
Easy-to-understand agreements
Flexible terms
No heavy legal burden or long commitments
MOVE-IN
READY
No fit-out delays, no downtime
Includes boardroom and kitchenette
Designed for functionality from day one
CERTAINTY
One fixed monthly rental with no hidden costs or terms
A fully realised, tangible office - not just an empty shell
What you see is what you get - no guesswork, no surprises
SIMPLICITY
Ready to occupy immediately - no delays or fit-out periods
Simple, flexible lease structure designed for ease
No upfront installation or capital expense required
QUALITY
Purpose-built, high-functionality design tailored for SMEs
Professionally designed and configured workspaces
Premium-grade furniture for a corporate look and feel
INSTANT OFFICE STRATEGY
SELF STORAGE INVESTMENT THESIS
INVESTMENT HIGHLIGHTS
RECURRING, DIVERSIFIED DEMAND
Driven by life events rather than economic cycles.
LOW CAPEX, HIGH MARGINS
Minimal tenant improvements, low maintenance.
FRAGMENTED MARKET
Mom-and-pop dominated market with a clear opportunity for institutional operators to consolidate and professionalise.
INFLATION HEDGE
Short lease terms allow for rapid rental rate adjustments.
RESILIENT PERFORMANCE
Strong occupancy and rent growth through downturns, including COVID-19.
SELF STORAGE INVESTMENT THESIS
DEMAND DRIVERS: THE 5 D’s
DEATH
DIVORCE
When individuals pass away, their belongings often need temporary storage during estate resolution or probate processes.
Executors and family members use storage while sorting through inheritance or selling a property.
Separation or divorce leads to household splits, often requiring temporary or long-term storage.
One or both parties may downsize or relocate, increasing storage needs during transitions.
DISPLACEMENT
DOWNSIZING
DECLUTTERING
Includes relocations, job changes, housing instability, immigration, or emigration.
Renters, students, and professionals use storage during moves or between leases.
Common among retirees, empty nesters, or cost-conscious individuals moving into smaller homes or apartments.
Excess belongings are stored instead of discarded, preserving personal and family items.
The rise of minimalist lifestyles, remote work, and home organization has spurred self storage use.
STORESMART PERFORMANCE
Current tenants days Moved out tenants days All tenants days
PORTFOLIO AS IT STANDS
PORTFOLIO AS IT STANDS TODAY
CAPEX SUMMARY
INSTANT OFFICE
SELF STORAGE
*Includes parking.
UK ASSETS
OFFSHORE INVESTMENT
INVESTMENT STRATEGY
Focus on developed markets
Deploy capital into offshore real estate deals.
Thematic investing across all asset classes
Follow investment themes which are supported by macro and industry tail winds.
Risk-adjusted diversification
Capital allocation across all asset classes which provide compelling and blended risk-adjusted returns. Target an allocation which is largely focused on defensive, income-based returns and drive alpha by partial allocation to deals that will provide outsized performance through capital returns.
Biased towards partnership-based execution
Leverage extensive network of global real estate asset managers to source institutional grade deals.
BREIT SREIT Faropoint Canvas Cadre
PadSplit Apollo/MTR Infinium
What do we know today?
NAV DISCOUNT
Tightly held shares and low liquidity have created a significant discount to NAV.
SUBOPTIMAL SCALE
Current portfolio and listing are below optimal scale to drive meaningful market interest.
CONCENTRATION RISK
Portfolio exposure is narrowly concentrated, increasing risk.
ILLIQUID SA ASSETS
Existing portfolio in SA is not easily realisable, limiting flexibility.
PORTFOLIO MATURITY
Assets nearing the end of their business plans; limited upside left.
STRONG TEAM AND DEFENSIVE NICHE
Experienced management team with a track record of delivery within A/B grade office with minimal competitive market pressure.
GO FORWARD OBJECTIVE
CREATE POTENTIAL LIQUIDITY FOR SHAREHOLDERS
DIVERSIFY ASSET BASE AND REDUCE CONCENTRATION
GROW FUND SIZE TO IMPROVE LISTING EFFICIENCY
LEVERAGE PRODUCT/IP TO UNLOCK GROWTH
BUILD A MEANINGFUL BUSINESS AT SCALE
PROPOSED SOLUTION
Acquire R5.5bn+ of SME-compatible office assets using equity as currency
A single, transformative transaction delivering scale and alignment, which meets our predefined criteria.
EQUITY CURRENCY
Utilise shares as acquisition currency
STRATEGIC FIT AND PORTFOLIO ALIGNMENT
A/B office, latent value, SME potential
MEANINGFUL DEAL SCALE TARGET
R5.5bn in a single transaction
ATTRACTIVE ENTRY POINT
Must offer compelling entry price
UNIQUE STRATEGIC FIT
3,430,787,066
STRATEGIC OBJECTIVE
TARGET ATTRIBUTE
Scale (R5.5bn+)
Scale and relevance as the largest South African REIT
1,613,493m2
Liquidity
Broad shareholder base
Looking for a motivated seller
Strategic objective to exit office
Upside potential High vacancy office portfolio
Entry point
Has shown a willingness to engage
STRATEGIC OUTCOME
A balanced win for both parties
OUTCOME FOR TEXTON
SCALE, LIQUIDITY, SME STRATEGY EXPANSION
OUTCOME FOR GROWTHPOINT
PORTFOLIO SIMPLIFICATION, OFFSHORE REBALANCE
BENEFITS
Unlock potential liquidity for shareholders
Diversify risk via a single large-scale deal
Improve cost structure efficiency
Expand proven SME strategy at scale
Real earnings upside
BENEFITS
Share rerating potential
Reduce exposure to office in single transaction
Improves offshore weighting
Optionality for shareholders: participate or exit
Avoids piecemeal asset sales
NEGATIVES
Shareholder dilution
No offshore diversification
Counter-cyclical risk (doubling down on office)
Heavier SA exposure
Single asset class exposure
NEGATIVES
Decrease in NAV
Possible short-term price impact
Earnings hit affects dividend yield
STRUCTURE OVERVIEW
TXT Shareholders
Texton Property Fund
Shareholders Growth Point Partners Growthpoint Properties
Africa Offshore SA Portfolio Offshore Cape Town office R406m; 2 JHB office R1,062m; 10
JHB rental R130m; 1
R1.6bn; 13
1. TEXTON TO LIQUIDATE AND DISTRIBUTE ALL OFFSHORE INVESTMENTS
ASSETS FOR SHARE AND CASH
GROWTHPOINT SELLS SELECTED OFFICE PORTFOLIO
3. GROWTHPOINT MAKES A DISTRIBUTION IN SPECIE OF THE TXT SHARES TO CURRENT GRT SHAREHOLDERS.
POST IMPLEMENTATION
TOTAL POTENTIAL PORTFOLIO
LIKELY PORTFOLIO SIZE AND SHARE RATIO
INDICATIVE SHARE RATIO (BASED ON NAV)
SHAREHOLDING POST IMPLEMENTATION
*Indicative figures used for
DELISTING ALTERNATIVE
PROS OF REMAINING LISTED
Favorable Debt Structure (lower interest rates, fewer restrictive covenants, and company only guarantees)
Potential future acquisition currency
Tax efficiencies with REIT Tax Status
Governance structure allows for less shareholder consultation on decision making
Fewer Shareholder Disputes (transparency can reduce the risk of disputes compared to closely held private structures)
Potential Future exit/liquidity for shareholders
CONS OF REMAINING LISTED
Increased Regulatory and Reporting Burden (time-consuming and resource-intensive)
Complex Tax Structure (REIT and cross-border entities)
Heavy Lift on Governance (Management time and effort)
Less Strategic Flexibility (currently manageable)
Slower Decision Making due to multiple layers of approval
Higher Cost Burden (listing fees, compliance, audits, investor relations, and legal support)
Public Scrutiny (currently limited)
OPTIONS FOR DELISTING
Transaction overview
Approval requirements
Voting exclusions
Irrevocable vote?
Consortium able to vote?
Independent expert report
Does the offer need to be “fair”?
Appraisal rights
Bank guarantee required
DELISTING PURSUANT TO A VOLUNTARY GENERAL OFFER BY THIRD PARTY OR SHAREHOLDER
Texton as offer or proposes a scheme of arrangements to buy out shareholders.
2 Options:
(1) Texton makes the offer and with irrevocables from certain shareholders undertake not to accept the offer; OR
(2) Offer is made with a CP that the offer is not accepted by a specified %
If shareholders do not actively vote to remain, shares will be acquired.
Scheme of arrangement resolution: 75% approval required
Delisting listing resolution required: 75%
Offerors (and concert parties) are excluded from voting. Yes Yes, unless offeror
DELISTING PURSUANT TO A SCHEME OF ARRANGEMENT: TEXTON REPURCHASE
Third party or existing shareholders propose a scheme of arrangements.
2 Options:
(1) All shares not held by offer or will be compulsory acquired; OR
(2) Shareholders can opt to remain or exit. If shareholders do not actively vote to remain, share will be acquired.
DELISTING PURSUANT TO A SCHEME OF ARRANGEMENT: THIRD PARTY MAKES OFFER TO BUY SHARES
Third party or existing shareholders propose a scheme of arrangements.
2 Options:
(1) All shares not held by offer or will be compulsory acquired; OR (2) Shareholders can opt to remain or exit. If shareholders do not actively vote to remain, share will be acquired.
DELISTING PURSUANT TO A 100% VOLUNTARY PRO RATA REPURCHASE OFFER
Texton makes an offer to repurchase all shares, following which it will delist
2 Options:
(1) Texton makes the offer and with irrevocables from certain shareholders undertake not to accept the offer; OR (2) Offer is made with a CP that the offer is not accepted by a specified %
Scheme of arrangement: 75% approval required.
Delisting resolution: 75% approval required.
Offerors (and concert parties) are excluded from voting.
Scheme of arrangement: 75% approval required
Delisting resolution: 75% approval required
Offerors (and concert parties) are excluded from voting.
unless offeror
Pro rata repurchase offer does not require approval
Delisting: 75% approval required
CURRENT ORGANIGRAM
CHANGED ORGANIGRAM
INDICATIVE ORGANIGRAM
DELISTED COST STRUCTURE
R330m
PAY OUT OF MINORITIES
Minority shareholders receive payout and liquidity through the liquidation of offshore.
R1.6bn
ASSET TRAPPED
Remaining shareholders are left with illiquid assets with high concentration risk.
R12m
DECREASE CORPORATE COSTS
Corporate costs is decreased by c. R12m and administration burden is lightened.
R660m
GROUP DEBT
Additional guarantee requirements and less favourable debt terms.
CASH FLOW FORECAST - STAND STILL SCENARIO
OPERATIONAL ASSUMPTIONS
SA letting of 7,338m2 in FY26 and 1,480m2 in FY27
Total Self storage GLA let of 7,200m2 by June 2027
C. 98% renewal rate on 52,000m2 leases expiring in FY26
Renewals done at broadly a flat rate compared to expiry
Foretrust renews in October 2025 for 12 months at flat rental
Repairs and maintenance requirements of R4.7m
Expense escalation at 6%
CAPITAL STRUCTURE
Remain listed as a REIT with no SA tax expense
Declare REIT dividend (FY26: R60m; FY27: R60m)
No drawdown or repayment of debt
No special dividend
No share buy back
50bps decrease in SA interest rates
25bps decrease in UK and US
INVESTMENT ASSUMPTIONS
R13m capex requirement on SA portfolio (excludes any capex requirements for Foretrust)
No assets sold
Gradual SREIT redemptions (FY26: $2.8m; FY27 $1.8m)
No BREIT redemptions
Drawdowns from Faropoint ($680k), Infinium (GBP700m) and MTR ($2.3m)
CASH FLOW FORECAST - STAND STILL
CASH FLOW FORECAST - STAND STILL SCENARIO
CASH FLOW FORECAST - STAND STILL SCENARIO
CASH FLOW FORECAST - BASE CASE
OPERATIONAL ASSUMPTIONS
SA letting of 7,338m2 in FY26 and 1,480m2 in FY27
Total Self storage GLA let of 7,200m2 by June 2027
C. 98% renewal rate on 52,000m2 leases expiring in FY26
Renewals done at broadly a flat rate compared to expiry
Foretrust renews in October 2025 for 12 months at flat rental
Repairs and maintenance requirements of R4.7m
Expense escalation at 6%
CAPITAL STRUCTURE
Remain listed as a REIT with no SA tax expense
Declare REIT dividend (FY26: R60m; FY27: R70m)
3x special distributions: R190m Sep-25; R100m Mar-26; R100m Jun-27
No drawdown or repayment of debt
No share buy back
50bps decrease in SA interest rates
25bps decrease in UK and US
INVESTMENT ASSUMPTIONS
R13m capex requirement on SA portfolio (excludes any capex requirements for Foretrust)
UK assets sold (Booker: GBP2.5m in October 2025; Carmenthen: GBP2.5m in March 2026)
Gradual SREIT redemptions (FY26: $2.8m; FY27 $1.8m)
$6.2m full BREIT redemption in October 2025
Drawdowns from Faropoint ($680k), Infinium (nil) and MTR (nil)
CASH FLOW FORECAST - BASE CASE
CASH FLOW FORECAST - BASE CASE
CASH FLOW FORECAST - BASE CASE
CASH FLOW FORECAST - DELIST
OPERATIONAL ASSUMPTIONS
SA letting of 7,338m2 in FY26 and 1,480m2 in FY27
Total Self storage GLA let of 7,200m2 by June 2027
C. 98% renewal rate on 52,000m2 leases expiring in FY26
Renewals done at broadly a flat rate compared to expiry
Foretrust renews in October 2025 for 12 months at flat rental
Repairs and maintenance requirements of R4.7m
Expense escalation at 6%
CAPITAL STRUCTURE
Offer to minorities (including Thibault) at R3.5 a share = R328m in Jun-26
Delist and Dereit in June 2026
No REIT dividends
Tax on income in FY26 (R17m) and FY27 (R22m)
Special dividend in June 2027 of R170m
Head office costs reduced with delisting
50bps decrease in SA interest rates
25bps decrease in UK and US
INVESTMENT ASSUMPTIONS
R13m capex requirement on SA portfolio (excludes any capex requirements for Foretrust)
UK assets sold (Booker: GBP2.5m in October 2025; Carmenthen: GBP2.5m in March 2026)
Gradual SREIT redemptions (FY26: $2.8m; FY27 $1.8m)
$6.2m full BREIT redemption in October 2025
Drawdowns from Faropoint ($680k), Infinium (nil) and MTR (nil)
CASH FLOW FORECAST - DELIST
CASH FLOW FORECAST - DELIST
CASH FLOW FORECAST - DELIST
3. INCOME STATEMENT SUMMARY
ADDITIONAL OPTIONS
FUND MANAGEMENT BUSINESS
Raise capital through en commandite partnership
REIT STATUS
Establish “control” over private property fund
Leverage the listed vehicle to raise capital for different business plan
Texton acts as the general partner
Private vehicle benefits from REIT status
E.g. mining, oil and gas
The Partnership and Limited Partners benefit from REIT status
Private vehicle qualifies as a “controlled property company”
Potential to leverage BEE ownership and scorecard
Texton’s control over the partnership results in it being a “controlled property company”
PIVOT INTO DIFFERENT INDUSTRY
QUARTERLY MILESTONES
Q1
JUL-SEP
Q2
OCT-DEC
Q3
JAN-MAR
Q4 APR-JUN
Commence Sandton and Parktown storage capex
Foretrust lease renewal done (likely 1 year extension)
Agree on GRT portfolio
Commence GRT due diligence
[Property due diligence]
[Financial/cash flow due diligence]
[Tax due diligence]
[Legal and regulatory due diligence]
[HR due diligence]
Commence and launch Instant Office role out at the Grid and Belvedere
Sale of Booker (GBP2.5m)
Redeem BREIT ($6.2m)
Return offshore cash to SA ($10.5m)
Special distribution of R190m
Finalise Kempstar Mall design and agree structure proposal with Prasa
Launch new storage expansion at Sandton and Parktown
Offshore commitments to be burnt off
[GRT due diligence]
Split off remaining offshore investment into separate vehicle
SA only balance sheet in Texton ListCo
Foretrust design and costing complete (residual land value)
Conclude Kempstar Mall renewal option
Carmarthen - finalise insurance claim and remedy execution plan
Return excess offshore cash to SA ($5m)
Declare special distribution of R80-85m at March 2026
[GRT transaction implementation]
Potential sale of Camathern (GBP2.5m) (Stretch target)
Return excess cash from offshore to SA (contingent on UK asset sale)
Declare special distribution of R70m (contingent on UK asset sale)
Declare REIT dividend of c. R40m from SA cash C. 7,500m2 of letting completed in SA
Storage letting at 7,200m2
[GRT business plan implementation]
QUARTERLY MILESTONES
Q1
JUL-SEP
Commence Sandton and Parktown storage capex
Foretrust lease renewal done (likely 1 year extension)
Agree on GRT portfolio
Commence GRT due diligence
[Property due diligence]
[Financial/cash flow due diligence]
[Tax due diligence]
[Legal and regulatory due diligence]
[HR due diligence]
Q2
OCT-DEC
Commence and launch Instant Office role out at the Grid and Belvedere
Sale of Booker (GBP2.5m)
Redeem BREIT ($6.2m)
Return offshore cash to SA ($10.5m)
Special distribution of R190m
Finalise Kempstar Mall design and agree structure proposal with Prasa
Launch new storage expansion at Sandton and Parktown
Offshore commitments to be burnt off
[GRT due diligence]
Q3
JAN-MAR
Split off remaining offshore investment into separate vehicle
SA only balance sheet in Texton ListCo
Foretrust design and costing complete (residual land value)
Conclude Kempstar Mall renewal option
Carmarthen - finalise insurance claim and remedy execution plan
Return excess offshore cash to SA ($5m)
Declare special distribution of R80-85m at March 2026
[GRT transaction implementation]
Q4
APR-JUN
Potential sale of Camathern (GBP2.5m) (Stretch target)
Return excess cash from offshore to SA (contingent on UK asset sale)
Declare special distribution of R70m (contingent on UK asset sale)
Declare REIT dividend of c. R40m from SA cash C. 7,500m2 of letting completed in SA
Storage letting at 7,200m2
[GRT business plan implementation]
QUARTERLY MILESTONES
Q1 JUL-SEP
Q2
OCT-DEC
Q3 JAN-MAR
Q4 APR-JUN
Commence Sandton and Parktown storage capex
Foretrust lease renewal done (likely 1 year extension)
Agree on GRT portfolio
Commence GRT due diligence
[Property due diligence]
[Financial/cash flow due diligence]
[Tax due diligence]
[Legal and regulatory due diligence]
[HR due diligence]
Commence and launch Instant Office role out at the Grid and Belvedere
Sale of Booker (GBP2.5m)
Redeem BREIT ($6.2m)
Return offshore cash to SA ($10.5m)
Special distribution of R190m
Finalise Kempstar Mall design and agree structure proposal with Prasa
Launch new storage expansion at Sandton and Parktown
Offshore commitments to be burnt off
[GRT due diligence]
Split off remaining offshore investment into separate vehicle
SA only balance sheet in Texton ListCo
Foretrust design and costing complete (residual land value)
Conclude Kempstar Mall renewal option
Carmarthen - finalise insurance claim and remedy execution plan
Return excess offshore cash to SA ($5m)
Declare special distribution of R80-85m at March 2026
[GRT transaction implementation]
Potential sale of Camathern (GBP2.5m) (Stretch target)
Return excess cash from offshore to SA (contingent on UK asset sale)
Declare special distribution of R70m (contingent on UK asset sale)
Declare REIT dividend of c. R40m from SA cash
C. 7,500m2 of letting completed in SA
Storage letting at 7,200m2
[GRT business plan implementation]
Q1 JUL-SEP
Commence Sandton and Parktown storage capex
Foretrust lease renewal done (likely 1 year extension)
Agree on GRT portfolio
Commence GRT due diligence
[Property due diligence]
[Financial/cash flow due diligence]
[Tax due diligence]
[Legal and regulatory due diligence]
[HR due diligence]
Q2
OCT-DEC
Commence and launch Instant Office role out at the Grid and Belvedere
Sale of Booker (GBP2.5m)
Redeem BREIT ($6.2m)
Return offshore cash to SA ($10.5m)
Special distribution of R190m
Finalise Kempstar Mall design and agree structure proposal with Prasa
Launch new storage expansion at Sandton and Parktown
Offshore commitments to be burnt off
[GRT due diligence]
Q3
JAN-MAR
Split off remaining offshore investment into separate vehicle
SA only balance sheet in Texton ListCo
Foretrust design and costing complete (residual land value)
Conclude Kempstar Mall renewal option
Carmarthen - finalise insurance claim and remedy execution plan
Return excess offshore cash to SA ($5m)
Declare special distribution of R80-85m at March 2026
[GRT transaction implementation]
Q4 APR-JUN
Potential sale of Camathern (GBP2.5m) (Stretch target)
Return excess cash from offshore to SA (contingent on UK asset sale)
Declare special distribution of R70m (contingent on UK asset sale)
Declare REIT dividend of c. R40m from SA cash
C. 7,500m2 of letting completed in SA
Storage letting at 7,200m2
[GRT business plan implementation]
OFFSHORE CASH FLOW TIMELINE
PHASE 1: JULY - SEPTEMBER 2025 Take-on
PHASE 2: JANUARY - MARCH 2026
ASSET REMAINING AT JUNE 2026 TOTAL: 16,247,191 Faropoint 2,000,050
PHASE 3: APRIL - JUNE 2026