Welcome to this the very first issue of Better Places, the consolidated newsletter for The Atterbury Property Group. Because the company is growing at a rapid and healthy pace it has become increasingly necessary to keep stakeholders and interested parties sufficiently informed of all our development and investment activities. We therefore decided that a group newsletter, distributed at regular intervals throughout the year, would be an appropriate and effective method. This is our 13th year of operation and we continue to experience phenomenal growth in both the development and property fund arenas. Our two leading investments, Attfund and Attacq have once again performed exceptionally well; growing by 23% and 34% respectively the past year. Not only have we systematically increased our commercial and residential development portfolios since inception, but we have also recently branched out into the industrial and leisure sectors. We have also entered new areas such as Nelspruit and are currently looking at prospects in Polokwane and Klerksdorp. Our business, as you may or may not know, is to develop properties from scratch (greenfields) or to renovate and revamp structures (brownfields) with good potential in sought after areas. Once we have done this we then retain the individual developments in the most appropriate of one of our specialized property investment funds that include (a) regional and convenience shopping centres, (b) office parks and stand-alone buildings, (c) industrial parks, (d) leisure developments and (e) offshore interests. Since 2005 we have consolidated our assets in these funds and the portfolio currently stands at a value of R3.5 billion. Attfund Ltd, of which Atterbury's Fund owns 46%, has a portfolio of close to R8.0 billion (2007) and focuses exclusively on the development and management of regional shopping centres. Our activity in the social arena has also gained enormous momentum with the newly formed Atterbury Foundation supplementing the activities of the established and reputable Atterbury Trust. At our recent Bosberaad held in August it was decided to market all our activities under the Atterbury banner as opposed to building splinter brand names. Entities such as Attacq and Attfund will remain, they will be referred to in their operating contexts only as opposed to separate brands. For example, Attacq is to become Atterbury's office-focused property investment fund whilst Attfund exposes us to investment in the retail sector. The future ahead looks exceptionally bright. South Africa 'klapped' the English and brought the World Cup trophy home! Now we need to capitalize on the positive energy that Jake and his mighty men have created in this country. At Atterbury we will continue on our quest to 'create better places to live, work and shop' throughout South Africa. At these better places though, 'creating better lives' has become a logical extension to our tag line. Enjoy reading Better Places and we will endeavour to keep you updated on progress and occurrences within the Group. All the best Louis van der Watt As previously mentioned Atterbury Property concentrates on two types of development categories. Greenfields which comprise new developments that are created from scratch and then Brownfields which are old buildings that are refurbished and revived in strategic areas. Lately we have been busy on both fronts. Atterbury Property Cape is in the process of developing a 30 000m² regional mall in Jeffreys Bay with partners Retail Africa, Vuwa Investments and Orange Properties. This R450 million shopping mecca will be known as The Fountains Mall. It is located approximately 500m from the N2 interchange to Port Elizabeth in the East and St Francis Bay and Humansdorp in the West. Fountains Mall will open in October 2008 and already 80% of the lettable space has been signed up to national retailers. DEVELOPMENTS Greenfields | Bella Rosa A R250 million mixed-use development in Tygervalley, Cape Town, is currently underway by Atterbury Property Cape. It will be known as Bella Rosa and measures a total area of 30 000m². A 1 500m² lifestyle and fitness centre forms the core of this unique establishment. In addition, upmarket and stylish residential apartments are combined with prime commercial and retail space. Bella Rosa is a three phase undertaking with the overall completion expected towards the end of this year. In the picturesque suburb of Claremont we have recently completed a seven storey 50 000m² residential known as Intaba. This R230 million mixed use project is positioned next door to The Terraces office building, which is another undertaking that we are proud to be involved with. Retail space, combined with office space of approximately 5300m² as well as upmarket residential apartments and penthouses, makes Intaba and The Terraces an impressive contemporary 'urban lifestyle' project. This 21 700m² multi-use development that is located on Brooklyn Circle, Pretoria is scheduled for completion in April2008. Occupying prime position in the Brooklyn commercial node, the office park, houses upmarket restaurants and coffee shops on the ground floor, all of which have been designed around a central garden court. Landscaped gardens are offset by paved pedestrian walkways which lead to five office buildings. Brooklyn Boulevard is equipped with a 'super-sized' basement that houses an above average allocation of parking bays. Seven exclusive residential houses form the buffer between the offices and other residential properties. At the beginning of the year we launched the R250- million Kingswood Village development in Menlyn, Pretoria. This lifestyle estate for the mature resident consists of 34 cluster homes, 38 simplexes and 120 apartments in a secure and sociable environment. The Kingswood Frail Care Centre which will form the heart of the Village, will house a further 17 double rooms. A Lifestyle Centre that is exclusively for use by residents will be equipped with world-class gymnasium equipment, hairdresser, library, restaurant and coffee shop, medical centre, chapel and bridge room. In addition the magnificently landscaped and tranquil gardens will offer space and solitude. Occupation of homes is expected from April 2008. Our interests in the 140ha Estate d'Afrique at Hartebeespoort Dam are two-fold. They include an upmarket 4-star hotel called Le Chateau Hotel & Spa as well as a magnificent lifestyle estate known as Beau Rivage. Marketing of the Le Chateau Hotel & Spa has commenced and close to 25% of the units have already been sold. The establishment includes a luxurious 200 suite hotel with 20 lavish 3 bedroom family apartments, restaurants, a conference facility for 300 delegates and a world class spa. Le Chateau will be managed by the Three Cities Group. The neighbouring Beau Rivage, where construction is underway, consists of 101 erven located on the banks of the Crocodile River in an already established French Provençal themed security estate. This water wonderland offers a fully-serviced clubhouse and marina region that includes boathouses, a slipway as well as mooring facilities. Construction of the services is scheduled for completion by July 2008. Raceway Industrial Park in Germiston is our first industrial venture. It is a multi phased project between ourselves and Pangbourne Properties and covers a 75ha area. It is positioned around the Wesbank Raceway facility, which will close in January 2008, and is located next to Rand Airport. It also borders major highways such as the N17, N12 and N3. The project constitutes 4 phases. Phase 1 and 2 includes ten stands that have already been sold. The construction of the infrastructure serving this area has also been completed. The active selling of Phase 3 is currently underway. This phase consists of thirteen stands that range in size from 6 600 m² to 13 700 m². Phase 4, where construction has commenced, includes a 20 000 m² mini factory scheme. The sizes of the factories range between 400m² and 630 m² and cater for use by light industrial, distribution and assembly as well as high tech industries. Trevenna is located in the historically rich suburb of Sunnyside, Pretoria, on a 30 000 m² tract of prime land that borders the MDC Corridor. It is positioned opposite the well known landmark of the DTI campus. Trevenna comprises 60 000 m² of stylish A-grade offices housed in 6, three- to five storey buildings with an adjoining retail component. Excavations on site commenced in August 2006 and the first building of 6 700m² was let in November this year. It is expected that this campus style office park will be completed in 2009. In 2006 we acquired one of the highest buildings in Cape Town's CBD through our office fund, Attacq. This building known as Shell House will be revamped and refurbished on a grand scale and the name will also be changed to Atterbury House. The extensive renovations which cover a total area of 26 500 m² will see all amenities upgraded to prime CBD offices. Twenty five floors will be individually refurbished with modern finishes and all building services such as lifts and air-conditioners will be improved. Some of the floor revamps have already commenced and the foyer will be concluded by April 2007. In addition, two convenient on-site restaurants and a retail shop will also be constructed. The R110 million refurbishment in Brooklyn, Pretoria, commenced in September. The renovation will increase the overall establishment by 3 000m² to 15 500m² and will be a multi-phased project in order to minimize retail operating disruptions. The centre will be transformed into a stylish, contemporary open air environment with enhanced aesthetics, upgraded facilities as well as additional parking. Breezy walkways and landscaped atriums will transform the centre which will be renamed Design Square upon completion in December 2008. Mapungubwe Hotel Apartments officially opened on Monday, October 1 2007. Located in Marshalltown, Johannesburg on Anderson, Ferreira and Marshall Streets, Mapungubwe is a Four Star Hotel. What used to be The French Bank is now a trendy, sectional title scheme that combines 91 hotel apartments with an additional 37 residential apartments. Top quality and tasteful fittings have been used throughout. Mapungubwe is equipped with CCTV surveillance, top-notch 24-hour patrolled security as well as safe and secure valet parking. Another sought after and successful inner city refurbishment that we have been involved with is Isibaya. This building was originally built in 1964 and is located on the corners of Marshall, Anderson & Simmonds Streets. The trendy office-to-residential-refurbishment amounted to a total expenditure of R37.6 million. The ground floor is dedicated to retail space whilst floors 1 to 11 are solely for residential purposes. One hundred and two modern, affordable apartments include studio, one bedroom, two bedroom and rooftop units. In addition, 110 secure basement parking bays were made available with direct access to lifts from each basement floor. Re-branding of Attacq Property Fund Since the formation of Attacq Property Fund in 2005, it has been our experience that brand confusion often arises between Atterbury Property, Attfund and Attacq Property Fund. Furthermore, in most instances where Atterbury and Attacq are mentioned in the same breath, Attacq is referred to as 'Atterbury's Property Fund'. In light of this natural migration towards a singular brand, it has been proposed to key role players, and generally accepted by all those queried, that the branding of all activities in Atterbury Property's sphere of influence should be simplified by making reference to the name "Atterbury" throughout. A proposal will consequently be brought to the shareholders of Attacq Property Fund Limited for them to pass a resolution that will authorise the change of the name of the legal entity to "Atterbury Group Limited". The two key companies operating under the Atterbury brand are, however, not strictly speaking a group, as the cross shareholding position is relatively low. However, it is foreseen that the levels of cross shareholding will be increased between now and 2010, and that the commonality of use of branding will thus be justified in the long run. In order to prevent an interim name change situation, the proposal is to change the name to Atterbury Group, and then to live with the fact that there are really two separate but parallel entities at work, i.e. Atterbury Property Holdings (Pty) Ltd and subsidiaries, which is the Development- focused company, and Atterbury Group Limited and subsidiaries, which is the Fund-focused portion of the group. All previous Attacq shareholders will retain exactly the same asset as was previously held, i.e. an investment in the Property Fund. The only change would be the actual name of the entity, from Attacq Property Fund Limited to Atterbury Group Limited. Any other future changes and transactions that may affect the essence of the investment must be subjected to required shareholder resolutions, so shareholders will always be aware of such transactions and will have ample time and information to consider the implications. Fund Some of the re-branding implications are: The new Atterbury group newsletter, called "Better Places", is a further step towards consolidating the different brands and activities under the Atterbury banner. The Attvestor, which was the Fund-specific newsletter, will be discontinued, and all Atterbury group news will be provided by way of "Better Places". A single website for the Atterbury Group is being developed which will combine the current Atterbury and Attacq websites (the domain www.atterbury.co.za will be used for this purpose). On the new website, for example, shareholders of the Atterbury Group (which was previously Attacq) will be able to download information and forms for acquiring or selling shares, and obtain statistics about trading volumes and prices of shares. In conclusion:- the mindset that needs to be adopted is simply that Atterbury has two dimensions. Firstly, there is a Development Company, and secondly, there is a Property Fund. The Development Company develops new assets, and then sells these to the Fund, the latter which holds and looks after the assets for the long term. The Development Company is privately held by its management and staff, while the Fund is an unlisted public company with many shareholders who are able to trade their shares with other members of the public. Cross shareholding exists, as well as commonality of management, which justifies ubiquitous the use of the common Atterbury brand. News on the performance of the Fund The Annual General Shareholder's meeting is scheduled for Thursday 22 November 2007 and all shareholders would have received formal notice of the AGM. The latest 2007 Annual Report will be available to shareholders at the meeting, and all shareholders who do not attend the meeting will receive an Annual Report by mail or, in some cases, direct delivery. A more informative shareholder presentation will be held in March 2008 (similar to the successful presentation held during the first half of 2007) and we urge all shareholders to make an effort to attend the March event. Highlights as per the Annual Report 2007 are included in the accompanying display box. In summary one could conclude that 2007 was another good year in property in general, and particularly for the Attacq Property Fund. On 30 June 2007, the Fund had R3,34 billion worth of assets and the net asset value per share was R5.48, which reflected an increase of 34% from the previous year's NAV figure of R4.08. During October 2007 share trades have been concluded at R5.60 per share. Please refer to the 2007 Annual Report for more information and detail on the latest transactions and prospects within the Fund. The Atterbury Foundation has picked up tremendous speed this year and is achieving fabulous results on the ground. You may recall that this is our social responsibility initiative that ensures that for each and every development we are involved in, a nearby and needy corresponding project is identified. We call it 'The Parent' (primary project) and 'Child' (foundation project) initiative. In this way we do not merely passively transfer funds to a needy cause, but rather we become involved in a meaningful hands-on manner. In May this year we participated in the extreme makeover of Pretoria Secondary School's senior campus, to coincide with our Trevenna project down the road. The campus, which is co-located on the site of the Oost-Eind Primary School and which accommodates 290 black learners, was in dire need of repair. Together with Panache/Jack's Paints; Francois Pienaar's Make a Difference Foundation (M.A.D.) as well as many of our loyal subcontractors, we managed to restore both dignity and pride to this place of learning. We are now currently looking at our next initiative and will keep you posted. When Atterbury Property was established in 1994 we took a conscious decision to plough part of the wealth we were creating back into the upliftment of the local community. We formed The Atterbury Trust, with the primary objective being to promote Christian Afrikaans educational goals. Today The Atterbury Trust supports 32 full-time first to fourth year students at specific tertiary establishments; in 2008 another 20 students will be sponsored by the Trust. In addition, it contributes vital monthly financial aid to two Pretoria West primary schools. This essential capital is used for maintenance and facility upgrades. When we hosted our third annual fundraising golf day at the Pretoria Country Club in August we raised a total of R120 000.00. Laerskool Westerlig received R60 000 and Laerskool Generaal Beyers, R60 000. Atterbury Western Cape has a new Managing Director at its helm. Mark Mouton replaced Gerhardt Jooste in July this year. His unique management style and creative approach to managing the business of property, coupled with his wealth of experience acquired during his many years in the property arena, ensures that Atterbury continues to achieve the remarkable growth of the past few years. Mark qualified as a quantity surveyor in 1994. He is a member of the Association of South African Quantity Surveyors and is registered with the Council of Quantity Surveyors. He was in private practice for eight years, which equipped him with the necessary knowledge and skill for the residential, commercial and industrial arenas. Mark joined Atterbury Cape as a Director in 2001 and has been responsible for project operations in the Western Cape since then. GENERAL | Blue Bulls Fullback Joins Our Team Johan Roets, Vodacom Blue Bulls fullback has retired from professional rugby and has joined our ranks as Customer Relationship Manager from November 1. Johan was a world-class fullback who displayed a hands-on approach to the game. He always appeared solid under pressure and was a dependable player in the Blue Bulls team. In addition, his off-the field capabilities have been exceptional and it is this that we were attracted to. We headhunted him and made him an offer." "Heyneke Meyer repeatedly says that the reason the Bulls excel is due to their character as individuals and not just as players. Atterbury shares this belief with regards to our staff," says Louis van der Watt. "Part of Atterbury's success is because of the people who work for the company. So when we see good people, like Johan, we harness them without delay." We have decided to help in the fight against crime by sponsoring a new mode of security personnel transportation at 12 of the most prominent Attfund and Sycom shopping centres in the country. The 26 Atterbury branded Segway Personal Transporters are zippy, electrical two wheelers that are the latest innovation in security equipment. These vehicles are currently used for community policing in more than 150 cities worldwide including major metropolitan areas such as Miami, Chicago and Florence. The Segway Personal Transporter is a law enforcement workhorse that is incredibly easy and inexpensive to operate. The vehicle enables officers to cover up to 40 km of territory in less than half the time it would normally take to patrol on foot. Because the rider stands a head taller than everyone else, he has a clear sightline in crowds and pedestrian environments. So keep a close lookout for our Atterbury 'police' vehicles and the Atterbury branded guards at some of the following shopping malls around the country such as Woodlands Boulevard; Centurion Mall; Garden Route Mall; Clearwater Mall; Cape Gate Centre.