Accelerate Property Fund, co-owner of South Africa’s largest retail centre, has signed a revised property development and asset management services agreement (PMA) that could hand an undivided 15% share of Fourways Mall to the managers who run the site. The change matters to the two current owners, Accelerate and Azrapart Proprietary Limited, to the managers Flanagan and Gerard Frontiers (F&G) and Luvon Investments, and to the mall’s tenants who watch ownership shifts for any impact on rent or foot traffic.
What the new agreement contains
The PMA, which runs for five years from February 2024 to February 2029, keeps F&G and Luvon as joint managers of day-to-day operations, tenant relations and strategic portfolio optimisation. Their remuneration includes monthly service fees, a performance fee payable at contract end, and an equity call option that lets them buy up to a 15% undivided share in the mall.
Accelerate says the managers have already lifted trading density and reduced vacancies, and that a 6.3MW solar installation is part of a broader sustainability push. The equity option would be exercised at the end of the contract, with the purchase price to be paid in cash or in additional shares, at the managers’ choice.
The agreement follows a previous appointment in February 2024 that the JSE deemed improper because shareholders were not consulted. The JSE imposed a R500,000 penalty in August and required Accelerate to regularise the arrangement. The new PMA is therefore presented as a retroactive fix, but it still needs shareholder approval by 17 December 2026.
Accelerate currently holds a 50% undivided share in Fourways Mall, valued at roughly R4.2 billion out of an R8.4 billion total valuation. Azrapart holds the other 50%. If the managers exercise the call option, the minority interest would be split equally between Accelerate and Azrapart, meaning each could see a reduction of up to 7.5% of their stake.
Shareholder approval is not yet secured, although Accelerate has obtained an irrevocable undertaking from a shareholder who controls 50.7% of voting rights to vote in favour. The company retains the right to cancel the PMA with three months’ notice if shareholders reject it, but the managers would still keep their fees and the equity option.
For tenants and investors, the key question is whether the potential change in ownership will alter the mall’s strategic direction or its financial stability. The outcome will be clearer after the shareholder vote, which will determine whether the managers can convert their service fees into a meaningful equity stake.
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BusinessTech reported that the new PMA is retroactive to February 2024, meaning the managers’ duties and remuneration are recognised from the date they first took charge of Fourways Mall. The agreement also mirrors the earlier one in granting the same remuneration structure, which combines ongoing monthly service fees with a performance-based fee payable at contract end. Should the contract be ended early, the managers are guaranteed a payout that ranges from R130 million if termination occurs in the third year to R150 million if it happens in the fifth year. This clause provides a safety net for the managers while preserving Accelerate’s ability to unwind the deal if shareholders reject it.
BusinessTech noted that the equity call option allows the joint managers to acquire an undivided share of up to 15 percent in Fourways Mall at the end of the five-year term. The purchase price can be settled in cash or by receiving additional shares, giving the managers flexibility to choose the most advantageous method for them. If exercised, the disposal of the minority interest would be split equally between Accelerate and Azrapart, each potentially seeing a reduction of up to 7.5 percent of their current 50 percent holdings. This arrangement keeps the overall ownership balance between the two co-owners while introducing a new stakeholder group.
BusinessTech highlighted that Accelerate has already secured an irrevocable undertaking from a shareholder who controls 50.7 percent of voting rights to support the PMA. This backing is critical because shareholder approval remains a suspensive condition that must be met by 17 December 2026. If the vote fails, Accelerate can cancel the PMA with three months’ notice, yet the managers would still retain their fees and the right to exercise the 15 percent call option. The dual-track outcome creates uncertainty for both owners and tenants as they await the final shareholder decision.
BusinessTech explained that the JSE’s earlier penalty of R500 000 in August stemmed from the unilateral appointment of the managers without shareholder consent. The new agreement therefore serves as a remedial measure, aligning the appointment process with regulatory expectations. By regularising the managers’ role, Accelerate aims to avoid further sanctions and to demonstrate compliance with corporate governance standards, which is essential for maintaining investor confidence and market credibility.
For South African business owners, this type of asset-management agreement illustrates how performance incentives can be tied to equity participation, aligning manager interests with property value growth. The structure matters because it can affect cash flow, dividend distribution and the strategic direction of a high-profile asset like Fourways Mall. Owners should monitor the shareholder vote deadline, any potential extensions of the five-year term, and the managers’ decision on whether to exercise the call option, as each factor will influence future ownership dynamics and the mall’s operational focus.
