Real Estate

Abland Pty Ltd and Game Camp Pty Ltd

Cliffe Dekker Hofmeyr is representing Abland, the leading South Africa-based commercial real estate developer; and Game Camp. Our real estate team is advising Abland, which formed a joint venture with Tiber Investments in relation to a mixed-use precinct development called Sandton Gate. Our involvement started with the land assembly process, when we assisted with all the sale agreements and transfers of the properties to Game Camp.

We prepared several drafts of the memorandum of understanding, before the structure was finalised and the shareholders agreement signed. We advised Abland on the shareholders agreement. We also attended to the transfers of various properties sold to Abland and thereafter to Game Camp. The first phase of Sandton Gate was the development of an office block. Due to administrative delays associated with the rezoning, consolidation and subdivision to create the land parcel to be developed for Pod Property Fund, the purchaser forced us to prepare a sale agreement in terms of which the purchaser would take transfer of four erven with the obligation to transfer the excluded portion back to Game Camp when the portion becomes registerable.

We attended to the registration of the mortgage bond and obtained the bank's consent to the release of the excluded portion at a nil consideration. The sale agreement was complex as it had to account for complex town planning issues and was drafted as an asset for share transaction, where the shares had to be distributed to the various layers of shareholders. The consolidation, subdivision and the transfer back have not been registered. In addition, we have drafted a set off agreement between the municipality and Game Camp to allow for a refund of bulk contribution paid by Game Camp in respect of the precinct, but benefitting the future developable erven in the Precinct not registered in the name of Game Camp. We have also prepared and registered the Sandton Gate Owners' association, a non-profit company. We drafted the off-plan sale agreements in respect of the residential units to be developed. This matter has required in-depth knowledge and understanding of mixed-use developments, land and town planning challenges, the processes at the municipality and more. The value of the 27 erven prior to the rezoning amounted to circa ZAR 42 million. The funding for the first office building in the new mixed-use precinct, excluding the client's equity portion, was ZAR 400 million. The total project value will only be established in future.