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Acquisition of Berceo Shopping Centre
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
Bond company code: VKEI
(Granted REIT status with the JSE)
("Vukile" or the "Company")
ACQUISITION OF BERCEO SHOPPING CENTRE
1. Introduction
Shareholders are advised that Vukile's 99.7% held subsidiary, Castellana Properties SOCIMI, S.A. ("Castellana"),
has concluded a share purchase agreement (the "SPA") with Barings Core Spain Socimi S.A.U. (the "Seller"), a
publicly traded property fund listed on the Euronext Paris stock exchange, pursuant to which Castellana will acquire
Berceo Shopping Centre located in Logrono, Spain ("Berceo" or the "Property") (the "Acquisition").
In terms of the SPA, Castellana will purchase the entire issued share capital (the "Acquisition Shares") of the
Property-owning company, Barings Core Logrono S.L.U (the "Acquisition Company").
2. Profile of the Property
Berceo is a dominant and well-established regional shopping centre located in the city of Logrono, La Rioja, Spain.
The centre opened in 2003 and has delivered strong performance, with anchors including YelmoCinemas, Zara,
Primark and Media Markt. The Property measures 49 416m2, of which Castellana will own a total gross lettable area
("GLA") of 34 416m2, comprising 90 stores. The remaining GLA is owned by OLIMPO Real Estate SOCIMI, a
well-known institutional investor in Spain, and occupied by Carrefour hypermarket.
La Rioja has just over 324 000 inhabitants. The population has grown by c.3% since 2018. With a GDP per capita of
EUR 32 828, the region ranks seventh in the national ranking and exceeds the Spanish average. The unemployment
rate stood at 8.8% in Q1 2025, well below the national average of 11.4%. Recent forecasts indicate expected GDP
growth of 2.4%, which is in line with the national average.
The Property's primary catchment is Logrono, comprising c.151 000 inhabitants. In addition to being a popular wine-
growing and adjacent tourism destination, Logrono is the largest city and the strongest commercial hub in the region,
which provides strong purchasing power well above national averages. Outside Logrono, the catchment is
complemented by the municipalities in the province of La Rioja and to a lesser extent Navarra, Alava and Burgos.
Berceo's effective catchment covers up to c.365 000 inhabitants, for whom Berceo is the closest large shopping
centre and is positioned as the only major retail destination within a c.100km radius.
3. Rationale
The Acquisition offers Castellana the opportunity to diversify its Spanish portfolio geographically by acquiring a
high-performing shopping centre in the north of Spain, where Castellana currently does not have a strong presence,
and applying its deep knowledge and significant experience in owning and managing shopping centres.
Footfall at Berceo, which has experienced a strong recovery since the Covid pandemic, reached 6.3 million visitors
in the 2025 calendar year. Total sales of EUR 101 million were achieved, with a sales density of EUR 3 100 per m2.
Average rentals stand at a comfortable level of c. EUR 20 per m2 per month, accompanied by the strong sales
performance, suggesting strong potential for positive rent reversions.
The Property's performance will benefit significantly from being added to Castellana´s retail-specialist asset-
management platform. The Property offers strong value-add potential through various asset management initiatives,
including tenant mix optimization and leisure/F&B enhancement. Excluding these opportunities, the Acquisition
offers an attractive net operating income ("NOI") entry yield of 7%.
4. Terms of the Acquisition and Closing
The effective date of the Acquisition is 30 January 2026 (the "Closing Date"). The Acquisition Shares (and
indirectly, the Property) will be sold and transferred to Castellana on the Closing Date. The purchase consideration
payable for the Acquisition Shares is EUR108 000 000 (the "Purchase Consideration"), payable in cash on the
Closing Date. The Purchase Consideration may ultimately be adjusted based on the financial statements of the
Acquisition Company as at the Closing Date. However, it is not expected that there will be a material adjustment to
the Purchase Consideration.
The Property is being acquired at an initial NOI of c.7%. When applying the anticipated interest cost on the proposed
senior debt, the Property is expected to deliver a cash-on-cash yield of c.8.6%, before withholding tax and including
transaction costs.
The SPA includes market-standard warranties, indemnities and undertakings for a transaction of this nature.
Completion of the Acquisition is not subject to any conditions precedent.
5. Funding
The Acquisition will be funded by a combination of existing cash resources and in-country debt of EUR 50 000 000,
representing a loan-to-value ratio of c.46%. The entire issued share capital of the Property-owning company will be
acquired by Castellana.
6. Property specific information
Details of the Property are set out in the table below:
Value
attributed to
Weighted the Property as
average rental Purchase at 31 December
Property Geographical GLA per m2 Consideration 2025
name location Sector (m2) (EUR/m2/month) (EUR) (EUR)
Berceo Logrono, Retail 49 416 20.00 108 000 000 110 240 000
Shopping La Rioja,
Centre Spain
The Property was valued in accordance with Royal Institution of Chartered Surveyors standards by Colliers
International, an independent external property valuer.
7. Financial information
Set out below are the forecast rental and recovery income, net property income, net profit after tax and profit available
for distribution relating to the Property (the "Forecast") for the 2 months ending 31 March 2026 and the 12 months
ending 31 March 2027 (the "Forecast Period").
The Forecast has been prepared on the basis that it includes forecast results for the duration of the Forecast Period.
The Forecast, including the assumptions on which it is based and the financial information from which it has been
prepared, is the responsibility of the directors of the Company. The Forecast has not been reviewed or reported on
by the Company's auditors.
The Forecast presented in the table below has been prepared in accordance with Vukile's accounting policies, which
are in compliance with International Financial Reporting Standards.
EUR Forecast for the 2 months Forecast for the 12 months
ending 31 March 2026 ending 31 March 2027
Rental and recovery income 1 731 395 10 652 497
Net property income 1 220 551 7 561 126
Net after tax profit 756 996 4 777 216
Profit available for distribution 756 996 4 777 216
The Forecast incorporates the following material assumptions in respect of revenue and expenses:
1. The Forecast is based on information derived from lease contracts, budgets and additional information
provided by the Seller.
2. The Forecast has been prepared for the Acquisition only. It is assumed that the Property will not be sold during
the Forecast Period.
3. Rental revenue has been forecast on a lease-by-lease basis.
4. 93.7% of rental and recovery income for the Forecast Period (in respect of the 12 months ending 31 March
2027) is contracted. The remaining 6.3% of rental and recovery income is near-contracted and represents
renewals which have been forecast at current market rates.
5. Contracted revenue comprises rental and recovery income based on existing lease agreements, including
stipulated increases, all of which are valid and enforceable.
6. Near-contracted revenue comprises rental and recovery income from leases expiring during the Forecast Period
which are assumed to renew at current market rates, unless the lessee has indicated its intention to terminate
the lease. Such revenue is classified as near-contracted rental revenue from the date of expiry of the lease.
7. No fair value adjustment is recognised.
8. There will be no unforeseen economic factors that will affect the lessees' ability to meet their commitments in
terms of existing lease agreements.
8. Categorisation
The Acquisition is classified as a category 2 acquisition in terms of the JSE Listings Requirements and accordingly
does not require Vukile shareholder approval.
2 February 2026
JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Date: 02-02-2026 03:30:00
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