A newly incorporated South African operating company with three identified sites, an assembled founding team and a deliberately narrow mandate: premium flexible workspace in three Johannesburg nodes, nothing else.

3.1 Legal and ownership structure

Table 6 Company particulars

Shareholding before and after the transaction

Table 7 Indicative capitalisation

Source: Company. Tranche B is issued at a 25% uplift to the Tranche A price, conditional on the Rosebank centre reaching 75% occupancy. The employee share trust is established at close and vests over four years.

3.2 Mission, vision and strategic objectives

The Company’s stated purpose is to give mid-sized corporate teams access to the best office addresses in Johannesburg without the balance-sheet commitment that ordinarily accompanies them. Its ambition over the projection period is narrow by design: three centres, operated to a consistent standard, in three nodes that share an occupier base.

Table 8 Strategic objectives and their measures

3.3 The three centres

Site selection follows a single rule: the Company takes space only where premium vacancy is below the metropolitan average and where the surrounding occupier base already contains the target customer. Each site has been identified, inspected and is the subject of advanced lease negotiation.

Table 9 Centre portfolio at build-out

Source: Company financial model and lease term sheets under negotiation. Contribution is stated at stabilised occupancy in the year indicated in the model, before central overhead, depreciation, interest and tax.

Why these three nodes

• Rosebank. The tightest premium market in Gauteng, with P- and A-grade vacancy near 9%. Gautrain-connected, dense with professional services and mining-adjacent advisory firms, and supported by a mature retail and hospitality environment that materially improves the member proposition. The flagship is placed here because the node validates the product at the highest price point.
• Sandton CBD. The largest concentration of corporate head offices on the continent, but also the highest vacancy of the three at approximately 17% and the highest rental at R278/m². The Company enters second, once the brand has a trading record, and prices 6% above Rosebank to reflect the address.
• Waterfall City. The lowest vacancy in Gauteng at around 6% and a rapidly maturing corporate base, but a rate ceiling roughly 12% below Rosebank. It is the lowest-risk site on absorption and the lowest-margin on rate, which is why it is taken last, when the group can absorb a slower-yielding asset.

3.4 Current stage of development

Table 10 Development status at the date of this memorandum

3.5 Assets, intellectual property and contracts

The Company’s principal assets at build-out will be leasehold improvements of R36.0 million at cost, furniture and equipment of R6.0 million, and technology and audio-visual infrastructure of R2.5 million. Its principal contractual assets are the three leases and the member agreement book. There is no proprietary technology: the member management, access control, booking and billing platforms are licensed from established vendors, which is the correct decision for an operator of this scale and removes a development risk that would otherwise sit on the critical path.

Registered intellectual property is limited to the trading name, logo and associated marks in classes 35, 36 and 43. The Company does not require sector licences beyond standard municipal business and occupancy certificates, fire compliance, and an occupational health and safety compliance regime under the Occupational Health and Safety Act 85 of 1993. Where food and beverage is offered on site it will be operated by a third-party concession under licence, keeping the associated health regulation and staffing outside the Company.