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Censure imposed by the JSE on Accelerate Property Fund Ltd
GEN – General – Accelerate Property Fund Limited
Censure imposed by the JSE on Accelerate Property Fund Limited ("Accelerate" or "Company")
The JSE hereby informs stakeholders of the following findings in respect of the Company:
BACKGROUND
1. Accelerate is a Real Estate Investment Trust (REIT) that has been listed on the JSE since December 2013.
2. The Company published an announcement on SENS on 18 December 2023 advising its shareholders and the market that it had appointed Flanagan & Gerard as Asset and Property Manager for the Fourways Mall, its largest
and most significant asset in the Company's portfolio, for a period of 5 years commencing in January 2024. The Moolman Group and subsequently Luvon Investments (Pty) Ltd, were also appointed in terms of the property,
development and asset management services agreement (collectively, the "Asset Manager"). The agreement to appoint the Asset Manager was subject to the approval of Accelerate shareholders in terms of paragraph 13.40 of the
Listings Requirements in force at the time.
3. In terms of paragraph 13.40 of the Listings Requirements, the Company cannot enter into the agreement to appoint the Asset Manager:
(a) without a majority of the votes cast by Accelerate shareholders (excluding any parties or their associates who are party to, or have an interest in, the contract); and
(b) without providing therein for the right for security holders, in a general meeting called by them or held by the property entity, to cancel the contract at any time before
its expiry date, subject to a majority of the votes cast by securities holders (excluding any parties or their associates who are party to or have an interest in the contract) in favour thereof.
4. The Company's SENS announcement of 18 December 2023 included a statement confirming that, "Accelerate is currently in the process of preparing the circular to its shareholders.
An announcement setting out further details and salient dates and times of the general meeting of Shareholders to approve the appointment of Flanagan and Gerard will be released in
due course." In November 2024, the Company announced on SENS that the suspensive conditions relating to the appointment of the Asset Manager had not been fulfilled within the prescribed
timeframe, and that the agreement was therefore of no force and effect. Following the lapse of the agreement, the Asset Manager remained on site and continues to render services
in respect of the Fourways Mall on a month-to-month basis.
5. Notwithstanding its undertaking to comply with the requirements of paragraph 13.40 of the Listings Requirements, the Company proceeded to conclude the agreement and permitted the Asset Manager
to commence operations on site with effect from 1 February 2024, without obtaining approval from a majority of shareholders and without affording the shareholders the right to cancel the agreement
at any time prior to its expiry.
6. Accordingly, the JSE found the Company to be in breach of the provisions of paragraph 13.40 of the Listings Requirements.
7. The JSE first became aware of this matter in August 2024, following the publication of the Company's audited condensed annual results for the year ended 31 March 2024, in which the Company stated
that "the impact of the appointment of the Asset and Property Manager was already evident". In addition, this matter formed part of a broader investigation involving the Company, during which additional
issues were considered. The progression of the investigation was further delayed by the timing of the Company's responses, which were attributable to its ongoing engagement with the JSE in relation to the
regularisation of related matters.
THE JSE'S DECISION TO CENSURE THE COMPANY
8. The purpose and significance of paragraph 13.40 of the Listings Requirements, is to ensure that shareholders are afforded an opportunity to consider and approve the appointment of an asset manager, as well
as to retain an ongoing right to reassess and, where necessary, terminate such arrangements. These protections are particularly important in the context of a property company, where the asset manager exercises
significant influence over the management and performance of the Company's primary assets.
9. The Company's decision to conclude and implement the appointment of the Asset Manager without obtaining the requisite shareholder approval, and without incorporating the prescribed shareholder protections, undermined
the governance safeguards embedded in paragraph 13.40. As a result, shareholders were not afforded the opportunity to exercise their rights in relation to a fundamental aspect of the Company's operations.
10. The JSE further noted that the Company continues to retain the services of the Asset Manager in the absence of the required shareholder approval, with the consequence that the non-compliance with paragraph 13.40 remains on-going.
In this regard, the JSE has instructed the Company to forthwith comply with the Listings Requirements.
11. For these reasons and with reference to the JSE's finding of breach, the JSE has decided to impose the following penalties on the Company as a result of its failure to comply with important provisions of the Listings Requirements:
(a) a public censure; and
(b) a fine of R 500 000 (five hundred thousand rand), wholly suspended for a period of three (3) years, on condition that Accelerate is not found to be in breach of similar provisions of the Listings Requirements during the period of suspension.
7 August 2026
Date: 07-08-2026 10:32:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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