Seatrite Five Trust REIT

SECZ reg 101158s

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 Seatrite Five Trust REIT
Prepared and issued in terms of the Collective Investment Schemes Act [Chapter
24:19], the Income Tax Act [Chapter 23:06], and the Securities and Exchange Act
[Chapter 24:25], this Prospectus relates to an offer for subscription and sale of
27,144 Units in Seatrite Five at an offer price of $500 per unit, with an initial lock-in
period of 24 months, followed by listing on the Victoria Falls Stock Exchange

REIT Manager Property Manager

Nhoro Asset Radisson
Management

Promoter
Seatrite Company

Property Developer Legal Advisor

West Properties Mambosasa Legal
Practitioners

Independent Trustee
Accountants and Kreston
Auditors Zimbabwe
Forvis Mazars Trustees (Pvt) Ltd

Valuator Financial Advisor

Pheonix Real Estate Kreston Zimbabwe
Advisory (Pvt) Ltd

The Promoter, Trustee, and REIT Manager of Seatrite Five Trust accept full
responsibility for the accuracy of the information in this Prospectus. They confirm
that, to the best of their knowledge, this Prospectus contains all material
information. All service providers have given written consent to act in their
capacities and use their names, and none have withdrawn their consent at the date
of this Prospectus. This Prospectus has been approved by the Securities Exchange
Commission of Zimbabwe. The REIT Trust Deed is available for inspection
during business hours at our offices located at Ground Floor, Block A , Smatsatsa
Office Park , Borrowdale , Harare. 2 .
 Table of Contents
Important Information….………………………………..…….. I
Executive Summary……….……………………………….……..v
Salient Features………………………………………...…….. Viii
Rationale for the Offering…………………………………...... X
Seatrite Five Terms of Offer ..…………………………..……xi
Application and Payment……………………………………...xii

1 1. Background and Market Information……….….……….. 1

1.1 Macroeconomic Overview of Zimbabwe (2025).………....1
1.2 Property Sector Overview………………………..………….1
1.3 REITs Overview in Zimbabwe…………….……….…………2
1.4 Prospects for Seatritie5 REIT……………..…………………2

2 2. Details About the Seatrite Five REIT………….....……...4

2.1 Promoter ……….…………………………………….……….4
2.2 Trustee ………….………………………………….........…….5
2.3 Fund Manager…...…………………………………...….…….6
2.4 Fund Advisor …..……………………………………...……....7
2.5 Property Manager………………………………….…...…….7
2.6 Operator……………………………………………....……….7
2.7 Legal Advisor………………………………………....……….. 7
2.8 Auditors…………………………………………………..…....8
2.9 Advisory Board…………………………………………..…....8
2.10 Other Service Providers…………………….. ……………..8
2.11 Structure of the REIT…………………………………...…...9
2.12 Fee Structure……………………………………...………....9
2.13 Initial Estimate Expenses………………….………………10
2.14 Issue and Buy-back of Units………………....……………10
2.15 Valuation of REIT Assets……………………………..........11
2.16 Reporting………………………………………………..…..11
2.17 Tax and Regulatory Compliance………………….….…...12
2.18 Voting Rights of Unit Holders…………………….…........12
2.19 Meetings of Unit Holders…………………….….…….…..12
2.20 Winding Up………………………………………..….……..13

3 3. Investment Considerations and Guidelines……………13

3.1 Investments Objectives and Strategies…………...………13
3.2 Investment Guidelines……………………………..………..13
3.3 The Property Portfolio……………………………........…....13

4 4. Financial Information………………...……………………15
4.1 Forecast Financials…………………………………………..15

5 5. Investor Considerations And Risk Factors……..………18

5.1 Investment Attractions……………………………..……….18
5.2 Risk Considerations…………………………………..……...18

6 6. Other Pertinent Investor Information……………..…...20

6.1 Conflicts of Interest……………………………………..…..20
6.2 Material Contracts……………………………………...……21
6.3 Litigation Statement…………………………………….......21
6.4 Documents Available for Inspection…………………...….21
6.5 Frequently Asked Questions and Answers………………..22
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ANNEXURE A: Auditors Opinion on Proforma Financials
ANNEXURE B: Subscription Form
 Important Information
Seatrite Five Real Estate Investment Trust operates under the regulatory oversight
of the Securities and Exchange Commission of Zimbabwe (SECZIM), yet this
supervision does not constitute an endorsement or warranty of the Trust's success.
SECZIM assumes no liability for the accuracy or completeness of this document.

This Offering Document has been prepared in compliance with applicable laws and
regulations and presents an opportunity to acquire Units in the Trust, subject to
strict adherence to jurisdictional requirements. Prospective investors are
responsible for ensuring conformity with relevant statutes and obtaining requisite
approvals. The Trust reserves the right to reject or rescind Unit purchases that
contravene stipulated conditions, particularly those pertaining to eligible investors.

The value of investments in the Trust may experience significant fluctuations, and
there are no assurances that the Trust will achieve its investment objectives or that
Units will maintain their value over time. The Net Asset Value will influence Unit
prices and distributions, which may increase or decrease accordingly. A
comprehensive discussion of risk factors is presented in section 5.2.

Important Disclosure
The definitions outlined in this document apply equally to all sections. The Trust has
secured licensing from SECZIM under the Collective Investment Schemes Act.

This Prospectus has been prepared in accordance with relevant securities laws and
regulations. It offers Units in the Trust, but does not constitute an invitation or
solicitation in jurisdictions where such actions are unauthorized or to individuals
prohibited from participating.

Prospective investors must ensure compliance with applicable laws, regulations, and
formalities in their jurisdiction, including obtaining necessary approvals. The Trust
prohibits Unit sales to investors where such transactions would be unlawful and
reserves the right to redeem Units acquired in contravention of these restrictions.

The information in this Prospectus is accurate as of the document's date. Neither

the Prospectus's delivery nor Unit sales imply ongoing accuracy. The Trust will
update this document for material changes, with notifications to SECZIM as
required.

The Trust's forward-looking statements are subject to inherent uncertainties and

risks, which may cause actual results to diverge from expectations. Future market
dynamics may not unfold as anticipated, potentially impacting the Trust's financial
health, cash flow, investor payouts, and asset values. Various market and economic
factors could influence the Trust's ability to meet its goals.

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 Important Information
Important Dates

Publication of Prospectus: 15 July 2025

Opening date for the offer: Open

Closing date for the offer: 30 June 2026

The proposed timeline is subject to adjustments as necessary to facilitate

implementation. The application period for the Offering will commence and
conclude on the specified dates or such later dates as determined by the REIT
Manager's Directors and the Promoter.

Investment Caution
Investors should be aware that their claims are primarily limited to the assets of the
Trust. As equity investors, distributions and capital returns are dependent on the
Trust’s performance and are not assured. In the event of borrowing, investor claims
to distributions and assets will rank below secured and senior debt obligations.
Additionally, fees payable to the trustee, fund manager, and other relevant parties
will be deducted before investor distributions.

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Prospectus Responsibility Statement

This Prospectus, having been approved by the Issuer and the REIT Trustee, has been
approved by the Securities and Exchange Commission of Zimbabwe. This Prospectus
is issued in accordance with Section 118(6) of the Securities and Exchange Act
[Chapter 24:25] as read with Section 42 of the Collective Investment Schemes Act
[Chapter 24:19] and the Collective Investment Schemes (Internal Schemes)
(Amendment) Regulations, 2019 (No. 5).

The Promoter, Trustee, and Manager assume full responsibility for liability for any
statements and representations included in this Prospectus, including statements
from other parties and experts, except opinions issued by the respective experts.
The Financial Adviser and other professional advisors have reasonably satisfied
themselves as to the completeness and accuracy of the information provided by the
Promoter, Trustee, and Manager. Accordingly, no liability is accepted in relation to
information that the Promoter, Trustee, and Manager have omitted to provide.

The Trustee and the REIT Manager hereby declare that this Prospectus and the
Scheme Documents comply with all relevant Acts and REIT Regulations. The
directors of the REIT Manager have, collectively and individually, made all
reasonable inquiries and confirm to the best of their knowledge and belief that
there are no false or misleading statements or omissions of other facts that would
make any statement in this Prospectus false or misleading.

Signed ………………………… Signed………………………........

Director, Seatrite Director, Nhoro Asset Manager

The Financial Advisor and Legal Advisor confirm compliance of this Prospectus and
Scheme Documents with relevant laws and regulations.

Signed…………………. Signed………………………

Alex Mambosasa Tinashe Murerekwa

Senior Partner Director, Kreston Zimbabwe
Advisory Services

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Corporate Details

Promoter Legal Advisors

Seatrite Properties (Pvt) Ltd Mambosasa Legal Practitioners
17B Lomagundi Road, Harare 30 Arundel Road, Mt Pleasant, Harare
Tel: +263 242 794841/2 Tel: +263 784 908 535
alex@mambosasa.com
Fund Advisor
Kreston Zimbabwe Advisory Services
Groundfloor, Block A, Auditors
Smatsatsa Office Park Forvis Mazars
Borrowadale, Harare 8th Floor, Finsure House
Tel: +263 (242) 746 569 Cnr Kwame Nkrumah/Sam House, Harare
info@krestonzim.com Tel: +263 867 721 0434
www.krestonzim.com enquiries@forvismazaars.com

Trustees
Kreston Zimbabwe Trustees (Pvt) Ltd
Groundfloor, Block A,
Smatsatsa Office Park
Borrowadale, Harare
Tel: +263 (242) 746 569
info@krestonzim.com
www.krestonzim.com

Fund Manager
Nhoro Asset Management (Pvt) Ltd
17B Lomagundi Road, Harare
Tel: +263 242 794841/2
mike@nhoro.com

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Executive Summary
This prospectus presents an exclusive investment opportunity in Zimbabwe’s first-of-its-kind Real
Estate Investment Trust (REIT), strategically positioned in the upmarket Borrowdale area. The project
offers investors a unique chance to capitalize on potential capital appreciation during construction
and rental income upon completion.

The REIT has entered into a development agreement with Seatrite Properties, ensuring structured
execution of its aparthotel project. Asset management is secured through Nhoro Asset Manager,
providing financial oversight and portfolio optimization. Upon completion, the property will be
managed by Radisson, a globally recognized leader in hospitality, bringing industry-leading
operational efficiency, brand prestige, and an enhanced tenant experience to maximize long-term
returns.

Investment Highlights
Property Location: Borrowdale, one of Zimbabwe’s most sought-after upmarket areas.
Property Being Constructed: Aparthotel with 148 rooms, including 136 studios, 11 one-bedroom
units, and 1 three-bedroom unit.
Unit Price: The investment is priced at USD 500 per unit, with a total of 27,144 units available.
Anticipated Occupancy Growth: Occupancy is expected to start at 53% in Year 1, rise to 65% in Year
2, and stabilize at 73% from Year 3 onward.
Forecasted Room Pricing: The average nightly rate is projected to grow from USD 125 in Year 1 to
USD 143 by Year 5, driven by inflation-aligned pricing and operational improvements.
Targeted Construction Period: 24 months, ensuring structured development and completion.
Lock- In Period: Investors will remain locked in during the construction phase, with exit permitted
only upon listing on the Victoria Falls Stock Exchange after completion.
Revenue Performance(Post-completion): RevPAR projected to grow from $66 in Year 1 to $104 in Year 5.
Investor Returns (Post-Completion): Net income available for distribution is projected to start at
US$1.05M in year 1, and achieving an average US$1.7M annually from year 3.
Yield Projection (Post-Completion): Investor returns are projected to start at 7.77% and grow to
12.5% post-construction by year 3. In year 1, the promoter is guaranteeing an 8% yield.

Investment Security & Asset Ownership

While all investments are subject to macro and micro economic risks, investors can take comfort in
the fact that they directly own the underlying asset—a 148-room aparthotel in Borrowdale.
The REIT model provides a fully developed property, professionally managed by Radisson, ensuring
seamless operations and consistent rental income. However, in the unlikely event of operational
failure, investors retain full ownership of the aparthotel itself, securing long-term value independent
of management performance.

This structure not only offers income-generating potential but also asset-backed security, giving
investors confidence in both capital appreciation and long-term real estate stability.
With Radisson’s globally recognized expertise, a structured financial approach, and strong
development partnerships, this REIT presents a unique opportunity for investors seeking exposure to
a professionally managed, income-generating real estate asset with potential for long-term 8
appreciation.
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Definitions and Interpretations
Business Day A day other than a Saturday, Sunday or a public
holiday.
Commercial Property A property used mainly for business purposes, as
opposed to residential use.
Residential Property Residential properties refer to buildings or structures
designed for human habitation, where individuals or
families live. These properties can be owned or
rented.
Fund The Real Estate Investment Trust registered under
the Collective Investments Schemes Act [Chapter
24:09] which in this case is the Seatrite Five Trust
Fund.
Fund Advisor The entity tasked with advising the Fund Manager on
key investment issues regarding the setting up and,
being in this case Kreston Zimbabwe Advisory
Services.
Fund Manager The entity tasked with managing and administering
the Fund on behalf of the investors or Unitholders,
being in this case Nhoro Asset Management
Company (Pvt) Ltd.
Gross Asset Value The gross value of the property assets and un-
invested cash held by the Fund from
time to time.
IFRS International Financial Reporting Standards

Initial Offer Price Price at which units shall be initially issued and sold to
investors. It is calculated as the Initial Market Value per
Unit as at the latest date before the issue of units.
Initial Public Offer Initial Public Offer

Money Market A market for short-term fixed income or debt

instruments. Participation on the money market is
usually done through banking institutions.
Net Asset Value The value of all the assets of the Fund, less all the
liabilities and/or expenses of the
Fund as calculated at a particular point in time.
Net Asset Value per The Net Asset Value divided by the number of Units
Unit then in issue.

Net Initial Yield The net annualised income receivable at the time of
acquisition of a property, divided by the gross cost of
acquiring the property, expressed as a percentage.

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Definitions and Interpretations
Operator International Brand will operate the Apartment
Hotel under their International Brand
Portfolio The assets held by the Fund from time to time,
comprising properties and investments and cash.
Portfolio Property A building, or part thereof, owned by the REIT as part of
its investment portfolio.
The promoter will sponsor the setting up of the REIT.
Promoter In the Seatrite Five REIT, the promoter, Seatrite
Properties contributed the seed property.
The property manager will be responsible for
Property Manager identifying the target properties to acquire for the
Fund in accordance with the set criteria, manage
refurbishments and leasing of the properties. In this
case, it is WestProp Holdings Limited .
Qualifying Contributors are owners of eligible assets
Qualifying Contributors who qualify to contribute these assets into the Fund
in exchange of units.
Quoted Price Most recent bid and ask prices for units on the VFEX.
The Chief Executive officer of the Securities and
Registrar Exchange Commission of Zimbabwe, the licensing
authority and regulator of Real Estate Investment
Trust funds in Zimbabwe.
SECZ Securities and Exchange Commission of Zimbabwe
Kreston Zimbabwe Trustees (Pvt) Ltd represents the
Trustee interests of investors to ensure that the Fund is
properly managed. It also keeps custody of the
documents of title for the underlying investments.
Unit holder A registered holder of one or more REIT Units in the
Fund.
USD or US$ United States Dollar, the United States of America
currency.
Valuation Date The last business day of each calendar quarter or
such other day as may be determined by the Fund’s
Investment Policy.
VFEX Victoria Falls Stock Exchange

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Salient Features
Fund Overview
Name of the Seatrite Five Trust
Fund
Registration Licenced by the Securities & Exchange Commission in terms
of the Collective Investment Schemes Act Chapter 24:09
SECZ101158S.
Class of Fund Real Estate Investment Trust (REIT)
Promoter Seatrite Properties (Pvt ) Ltd
Trustee Kreston Zimbabwe Trustees (Pvt) Ltd, SECZ7808T
Fund Manager Nhoro Asset Management (Pvt) Ltd, SECZ licence SECZ3439A
Property Radison
Manager
Governance The Trustee maintains an oversight role over the Fund Manager
and represents the interests of Unitholders in the REIT Scheme.
. An Advisory Board comprising the Promoter, representatives of
minority investors in the Fund and identified independent
experts will be set up to assist the Trustee in overseeing the
REIT and approving key property acquisitions, appointment of
service providers and valuations.
Investment The REIT will invest in developing land into an apart-hotel, a
Objective and property type that combines residential and hotel elements.
Strategy This development strategy aims to enhance the land's value
and generate future rental income. During the initial 24-month
development period, the focus will be on construction, with
potential for capital appreciation. After this period, the apart-
hotel is expected to generate rental income, providing returns
to Unitholders. As with any investment, the performance of
the REIT will be subject to market conditions and other factors
that may affect its returns. The REIT will be listed on the VFEX
once achieving consistent rentals
Targeted
Institutional and investors both Local and Foreign
Investors
Portfolio Seatrite Certificate of Registered Title (CRT) 1601 for Radisson
Composition Hotel Apartments Harare to be registered in the name of
Seatrite Five Trust
Prohibited
Properties without title deeds
Investments
Fund Size Minimum fund size is US$13 572 000. Offers for subscription
from WestProp Holdings and its existing clients have been
received in excess of US$7 122 000
Entry and Exit Purchase of Units at the Initial Price Offer or secondary
purchase of units at the Quoted Price thereafter. Unit holders
can exit by trading their units on VFEX at the quoted prices.
Distibutions Quarterly distributions. Amount distributed being excess cash
from net rentals less fees and provision for renovations
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Salient Features
Fund Overview
Taxation Non-taxable for Corporate Tax
Fee Structure Fees for the Fund Manager, Trustee, Property
Manager, Auditor, and other service providers
combined are capped at 20% upper limit on rental
income including operating expenses, of the Fund.
Formation and Listing All costs incurred in connection with the formation
Costs of the Fund and/or incidental to, the Initial Public
Offer, will be paid by the Fund. These costs are set
out as follows:
Transaction Costs Up to 3% of funds raised
Miscellaneous Costs Up to 0.5% of funds raised
Valuation and Pricing Quarterly valuations and pricing. At least one
independent valuation per annum.
Target Return Initial Capital Appreciation (24 months lock-In
Period):

Post construction 8-12% US$ Net Income Yield on

NAV
Key Investment • Tax-exemption status
Attractions • High potential returns from active management
and turnaround
• More liquid than direct property exposure (future
listing on VFEX)
• Flexibility and divisibility
• New 148 room structure within the Millenium
Heights Development on Seatrite Properties
subdivided land, where Four apartment blocks have
already been built and will incorporate a Clubhouse
with recreational amenities
• Hotel Operator is Radisson Hotels International
creating a platform for international marketing and
bookings
• Holding Company is listed on the VFEX
Key Risk Considerations • General investment risks – market, credit, liquidity,
political
• Property investment risks – investment quality,
leasing, renovation,
• Fund specific risks – operational, financial,
regulatory/compliance, pricing.

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Rationale for the Offering

This REIT offering presents a unique investment opportunity in Harare, structured

to develop a premium aparthotel over a 24-months period. Investors benefit from
early entry into a specialized real estate asset, leveraging the growing demand for
serviced rental accommodations.

As a REIT, the offering provides key advantages, including diversification, passive

income, and professional management, allowing investors to participate in
institutional-grade real estate without the complexities of direct ownership.

Following the development phase, revenue will be generated through rental

income, ensuring steady cash flows and long-term returns. With unit pricing starting
at US$ 500, the structured investment aligns financial growth with strategic
property market expansion, providing investors with both stability and capital
appreciation potential.

Key advantages of this REIT offering include:

• Diversified Real Estate Exposure – Investors participate in a pooled investment,

reducing individual risk.
• Steady Rental Income – The aparthotel ensures predictable revenue, supporting
sustainable returns.
• Capital Appreciation Potential – As demand for premium accommodation grows,
investors benefit from long-term asset value growth.
• Liquidity & Accessibility – REIT investments offer greater flexibility compared to
traditional property ownership.
• Institutional & Private Investor Access – Both Registered Asset Managers and
individual investors can participate.
• Strategic Market Positioning – As Harare’s first aparthotel-focused REIT, early
investors gain first-mover advantages.
• Professional Management & Transparency – The structured REIT framework
ensures regulated governance and accountability.

This REIT ensures broad investor access to premium real estate, delivering stable
growth, passive income, and long-term profitability in a thriving hospitality market.

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Seatrite Five REIT Terms of Offer

Overview
The Seatrite Five REIT is a two-phase investment opportunity, consisting of a
construction phase followed by a rental income phase.

Key Terms
• Construction Phase: Commences in May 2025, expected to take 2 years.
• Offer Price: $500 per unit for initial public offer (construction phase).
• Listing: The REIT will be listed on the Victoria Falls Stock Exchange upon
completion of the construction phase

Unit Allocation
• Total Units Offered: 27,144 units.
• Units Allocated to WestProp and Current Clients: 14,868 units
• Available units: 12,276 units

Lock-in Period & Listing Timeline

Units will be subject to a lock-in period during the targeted 24-month development
phase, after which the REIT is expected to list on the VFEX, providing unit holders
with an opportunity to trade their units at the prevailing market price.

Fund Size
• Minimum Fund Size: US$13,572,000
• Current Offers: WestProp and clients have committed to US$7,434,000 being
14,868 units issued at $500.

Investment Details
• Minimum Lot Size: 1 unit.
• Unit Price: US$500.

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Application and Payment
Investors interested in subscribing to REIT units must follow the structured
application process outlined below:

Allotment
• The REIT is offering units to raise capital for the development of a high-quality
aparthotel , with construction expected to span 24 months.
• Upon completion, rental income will serve as the primary revenue stream,
ensuring sustained returns for investors.
• Units are priced at US$ 500 each, reflecting the projected value of the
investment.
• Of the 27,144 total units, 12,276 are available for public purchase, while the
Promoter retains 14,468 units as part of the structured offering.
• Institutional investors, including Registered Asset Managers, may acquire units on
behalf of their clients.
• If demand exceeds availability, units will be allocated proportionally or based on
criteria determined by the REIT Manager and Trustee.
• All unsuccessful or ineligible applications will be refunded in full.
• The Promoter maintains the discretion to defer or cancel the offering should
market conditions or unforeseen circumstances pose risks to investor interests.
• In the event of a withdrawal, all funds received during the offer period will be
promptly reimbursed to applicants.

Application and Payment Process

1. Application Submission
• Applicants must complete the official Subscription Form, available through the
REIT Manager or authorized distribution channels.
• The form must be accurately completed, signed, and submitted within the
stipulated offer period.

2. Payment Process
• Payments must be made exclusively via bank transfer, ensuring transparency and
security.
• Investors must provide proof of payment for verification and allocation.

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1. Background and Market Information
1.1 Macroeconomic Overview of Zimbabwe (2025)
Zimbabwe’s economy remains resilient, driven by agriculture, mining, and
infrastructure development, despite ongoing structural challenges. According to the
IMF (2025), GDP growth is projected at 6% in 2025, largely supported by an a good
agriculture season and rallying gold prices.

Inflation management continues to be a key economic priority, with authorities

implementing measures to stabilize prices. The Reserve Bank of Zimbabwe (RBZ,
2025) introduced the Zimbabwe Gold (ZiG) currency as part of ongoing monetary
reforms, aiming to provide a store of value and transactional stability. While
adoption is in progress, exchange rate fluctuations and alignment with market
forces remain areas of adjustment. The RBZ has strengthened the reserve backing
for ZiG, increasing foreign currency reserves to US$700 million, significantly
boosting confidence in the structured currency.

Despite macroeconomic adjustments, Zimbabwe’s public debt portfolio, estimated

at US$ US$21 billion, poses fiscal constraints, impacting government spending
efficiency. However, infrastructure projects, particularly in energy and road
networks, are stimulating private sector investment and enhancing long-term
prospects for economic stability.

1.2 Property Sector Overview

Zimbabwe’s real estate market remains a cornerstone of wealth preservation,
attracting both local and foreign investment. The sector is estimated to be valued at
approximately US$125 billion, with residential real estate accounting for about
US$85 billion.

Key trends shaping the property market include growing demand for secure, gated
communities as urbanization accelerates, limited prime land availability particularly
in Harare driving property values higher, and infrastructure-linked developments
such as commercial hubs and serviced apartments gaining investor attention. Mid-
range residential assets, priced between $150,000 and $250,000, continue to see
steady demand despite inflationary pressures.

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While some developers face financing hurdles, alternative investment vehicles such
as Real Estate Investment Trusts (REITs) are creating opportunities for capital
inflows, supporting sector growth. However, the sector’s expansion will depend on
regulatory clarity and structured investment frameworks to enhance REIT adoption
and broader market participation.

1.3 REITs Overview in Zimbabwe

Real Estate Investment Trusts (REITs) are gaining traction as a structured

investment vehicle, offering diversified real estate exposure, passive income, and
liquidity. The Zimbabwe Stock Exchange (ZSE) has seen growing investor confidence
in regulated real estate assets, with active REITs such as the Tigere Property Fund
and Revitus REIT demonstrating market participation (ZSE Market Report, 2024).

The government has actively supported REIT adoption, recognizing their role in
capital market growth and savings mobilization. While REITs provide a regulated and
liquid investment avenue, their success will depend on policy clarity, tax incentives,
and investor education to drive broader market participation.

Key Benefits of REITs in Zimbabwe

Real Estate Investment Trusts (REITs) are emerging as a structured investment
vehicle, offering investors exposure to institutional-grade real estate without direct
management responsibilities. As the sector continues to expand, REITs provide a
regulated and liquid investment avenue, enhancing market participation.

Key advantages include:

• Accessible investment model, allowing investors to own high-value real estate
assets without the complexities of direct ownership.
• Regular income distribution, backed by rental-generating properties, ensuring
stable returns.
• Enhanced liquidity, enabling ease of entry and exit compared to traditional real
estate investments.
• Transparent governance, ensuring investor protection under regulated
frameworks.

With REIT adoption still growing, the sector is well-positioned to accelerate

infrastructure development, attract institutional capital, and broaden property
investment accessibility. By bridging the gap between real estate ownership and
capital markets, REITs are set to play a pivotal role in Zimbabwe’s evolving
investment landscape.

1.4 Prospects For Seatrite Five REIT

i. Unique and Novel Investment in Harare

Seatrite Five introduces Zimbabwe’s first internationally branded aparthotel REIT,

positioning itself as a pioneering asset in the country’s evolving real estate market.
With a shortfall in serviced rental accommodation, this model is expected to attract
strong investor interest, particularly from institutional investors and high-net-worth
individuals seeking real estate-backed passive income.
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ii. Demand for Flexible Accommodation & Hospitality Expansion
Harare’s real estate sector is experiencing growing demand for mixed-use
developments, particularly serviced apartments catering to business travelers,
expatriates, and long-term residents. The aparthotel concept potentially offers higher
yield potential than traditional residential units, making it an attractive investment for
those looking to diversify their portfolios while capitalizing on Zimbabwe’s expanding
hospitality sector.

iii. Macroeconomic Resilience & Inflation Hedge

In Zimbabwe’s high-inflation environment, investors have historically turned to real
assets such as property for stability. REITs provide an alternative to direct ownership
while maintaining capital growth prospects and income generation. Seatrite Five
enables investors to hedge against inflation through rental-linked cash flows and
periodic asset revaluations, reinforcing its relevance in Zimbabwe’s economic climate.

iv. Liquidity & Accessibility

Unlike traditional property investments that require significant capital outlay and
management, Seatrite Five offers structured access to real estate-backed income. As
Zimbabwe’s REIT market develops, this model is expected to become a benchmark for
liquid, professionally managed property assets, attracting increased investor
participation. By providing a regulated and tradable investment avenue, REITs
enhance market efficiency and broaden access to institutional-grade real estate.

v. Investor Protection & Professional Management

REITs operate under regulated governance frameworks, ensuring transparency,
oversight, and structured asset management. The aparthotel’s income-generating
potential aligns well with Zimbabwe’s growing appetite for structured investments,
particularly among institutional investors seeking real estate exposure without direct
operational risks. With professional management and standardized reporting, REITs
offer a secure and efficient way to participate in the property sector while mitigating
traditional ownership complexities.

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2. Details About The Seatrite Five REIT

The Seatrite Five REIT is structured as an income-generating REIT, deriving revenue from
rental income upon completion. Investors have the potential to benefit from capital
appreciation during the development phase (Locked-In Period) until the REIT is listed on
the VFEX.

The number and price of units are determined based on the off-plan selling price of the
apartments, reflecting current market valuations. Unit sales will commence upon approval
of all documentation, with 27,144 units on offer, of which 14,868 units have already
received subscription interest, pending Trust approval.

Construction commenced in May 2025, and the REIT is expected to be listed after a
targeted 24-month development period. Rental income will begin upon completion, while
investors may benefit from capital growth in the value of the aparthotel block during the
interim period.

The launch unit sales price is set at US$ 500 per unit, with expected upward adjustments
following independent biannual revaluations. In addition, the company will conduct its
own internal quarterly revaluations to monitor pricing alignment with market dynamics
and asset performance between external reviews.

2.1 Promoter
Seatrite Properties (Private Ltd), a subsidiary of the VFEX-listed West Property Holdings, is
the promoter of the Fund, responsible for sponsoring its establishment. The aparthotel
property, currently under development, will be acquired by the Fund as its initial seed
asset, forming the foundation of the REIT’s portfolio.

The promoter and its existing clients hold a majority stake in the Fund, with the remaining
units set to be issued to the public over the next twelve months. Ahead of the IPO
opening, there has already been strong investor interest, with offers to subscribe for a
significant portion of the available units.

WestProp Holdings Limited, the promoter’s holding company, is a leading real estate
developer focused on housing and commercial projects in Harare. Since its VFEX listing on
May 5, 2023, the company has maintained a strong track record of completed, ongoing,
and planned developments, leveraging its significant landbank to drive expansion.

Seatrite and WestProp will leverage their expertise to enhance urbanization,

infrastructure, and economic development, reinforcing Zimbabwe’s real estate investment
landscape.

Seatrite Properties Board of Directors is comprised of the following members:

Kenneth Rayden Sharpe CEO

Oleksandr Sheremet Non-Executive
Simbarashe Kadye Executive Director
Tatiana Ellis Executive Director

4 19
A summary overview of the West Properties projects planned and completed are as
follows:
Project Description Value US$ Stage of Completion
Mbudzi Peoples Market US$ 10 Million Completed

Warren Hill golf Redesign and US$ 10 Million Work in Progress

course build of W/H golf
course
Warren Hills other Residential Estate US$ 200 Million Work in Progress

Mount Pleasant Residential Gated US$ 7 Million Completed

Heights Estate

Gun Hill stands Serviced stands US$ 3,2 Million Completed

Mall of Zimbabwe Closed mall and US$ 80 million Planned

hotel

The Hive Business Office block US$ 10 Million, Work started

Hub US$ 40 million
pipeline
Pokugara houses Residential High US$ 100 Million 90% completed
and infrastructure Income gated
community

Millenium 12 apartment US$ 30 Million, 3 blocks completed, 2

Heights 4 blocks blocks and pipeline blocks at various stages
recreation centre US$100Million of completion
Pomona City Infrastructure US$50 Million Phase 1 competed
residential infrastructure
stands and and Residential
housing 600 million

2.2 Trustee

Kreston Zimbabwe Trustees (Private) Limited is licensed by the Securities and

Exchange Commission of Zimbabwe (SECZ7808T) to offer trustee services. It
distinguishes itself with a client focused approach, providing solutions tailored to
their specific needs. Kreston will be the custodian of the REIT Assets, take
reasonable care to ensure that the Manager manages the REIT in accordance with
the Act, Rules and the trust deed, act honestly and in a fiduciary capacity as Trustee
in the best interests of the security holders and act in accordance with any other law
applicable to Trustees.

Kreston Zimbabwe is part of a global company found in 110 countries.

5 20
Kreston Zimbabwe Trustee’s Board of Directors is made up of:

Name Position
Dr Rufaro Nyakatawa Mucheka Non-Executive Independent Chair

Bhekithemba Nkomo Non-Executive Independent Director

Michael Van Blerk Non-Executive Independent Director

Mutsa Muswaure Non-Executive Independent Director

Modern Mutumwa Non-Executive Independent Director

Christinah Machingambi Executive Director

2.3 Fund Manager

The Fund Manager will be Nhoro Asset Management Private Limited SECZ licence
SECZ3439A. Nhoro is a wholly owned subsidiary of WestProp Holdings Limited. The
company will bring a wealth of expertise and experience to the Seatrite Five REIT and
will be responsible for:
• Carrying out the administration of the REIT Assets including the management of
the portfolio of investments in accordance with the provisions of the Trust Deed
and the Act
• Always keeping and maintaining records of the REIT
• Ensuring that the units in the REIT are priced in accordance with the provisions of
the Trust Deed, Regulations and the Act.
• Making available for inspection to the Trustee or any auditor appointed by the
Trustee, the records and the books of accounts of the Fund Manager, giving either
oral or written information as required with respect to all matters relating to the
Fund Manager, its properties and its affairs.

Nhoro Asset Management’s initial Board of Directors is constituted of:

Name Position
Kenneth Rayden Sharpe Non-Executive Chairman

Tatiana Ellis Non-Executive Director

Oleksandr Sheremet Non-Executive Director

Michael van Blerk Managing Director and Principal Officer

Seti Shumba Executive Director

The REIT Manager’s expertise ensures strong asset performance, attracting quality
tenants and buyers while driving rental growth. Diversified holdings and strategic
partnerships enhance resilience, supporting consistent demand and investor returns.
A focus on tenant retention and premium assets maintains long-term stability.

6
2.4 Fund Advisor
Kreston Zimbabwe Advisory Services, SECZ4551V is the appointed Fund Advisor
undertaking the following roles:
• Advising on the structure of the REIT.
• Producing the Prospectus
• Assisting the Trustee and Manager with supporting advice for the Fund
registration process, obtaining the prescribed asset status and marketing the
REIT to prospective scheme participants and/or investors
• Assist in on-boarding new distressed properties into the Fund on an on-going
basis.

2.5 Property Manager

WestProp Holdings Limited is a real estate development, investment and
management company listed on the VFEX and compliant with the listing regulations
thereto. Incorporated in Zimbabwe, the company has years of successful experience
in real estate development and management. As the property manager, WestProp
will be responsible for the following:
• Managing the 148 Apartment-Hotel for the Fund in accordance with the set
criteria.
• Managing the developments of the property.
• Leasing property and tenant management in conjunction with an International
Operator.
• Managing Radisson Hotels as the hotel operator and marketer

2.6 Operator
Radisson Hotels is a prominent global hospitality brand operating under the
Radisson Hotel Group (RHG), formerly known as Carlson Rezidor Hotel Group.
Founded in 1960 by Curt Carlson in Minneapolis, Minnesota, the brand has grown
into one of the world’s largest hotel groups. In 2018, RHG was acquired by Jin Jiang
International Holdings, a Chinese multinational company, enhancing its global reach.
Radisson Hotel Group manages multiple brands catering to diverse market
segments: Luxury properties offering unique design and premium services (e.g.,
Radisson Collection Hotel, Magdalena Plaza Sevilla), upscale hotels focused on
business and leisure travellers, known for iconic architecture (e.g., Radisson Blu Mall
of America), mid-to-upscale hotels emphasizing comfort and consistency. A lifestyle
brand targeting younger travellers with bold design and tech- forward amenities.
Independent hotels joining the group while retaining their unique identity. Radisson
operates 1,100+ hotels across 100+ countries, with strong footprints in Europe,
North America, Asia-Pacific, and expanding into emerging markets like Africa and
the Middle East. Key cities include Paris, Dubai, New York, and Beijing. Their first
entry into Zimbabwe being in partnership with West Prop Holdings Limited

2.7 Legal Advisors

Alex Mambosasa is the appointed Legal Advisors of the Fund responsible for
advising the Fund on all legal and regulatory matters. The law firm is an established
legal practice with expertise across a broad spectrum of Zimbabwean commercial
law practice, including corporate law, banking and finance, taxation and property
law

22

7
2.8 Auditors
Mazars Chartered Accountants, PAAB Z10022 are the appointed auditors and are
responsible for giving an independent opinion on the financials, pricing and all
affairs of the Fund.

2.9 Advisory Board

An Advisory Board consisting of at least three members with experience in the Real
Estate Sector greater than two years, will be set up consisting of representations
from the promoter, comprising the Promoter, representatives of minority investors
in the Fund and identified independent experts. The main purpose of the Advisory
Board is to oversee the general administration and management of the Fund. The
Advisory Board will monitor and provide advice to the Trustee, Fund Manager and
other service providers to the Fund in support of the development of strategy,
policy and activity.

Responsibilities of the Advisory Board will include:

• Ensuring the proper establishment and licensing of the Fund.
• Set the broad strategy of the Fund and ensure its implementation by the Fund
Manager and other service providers.
• Oversee the engagements and activities of the Trustee, Fund Manager and other
service providers of the Fund as well as executing the necessary Agreements and
terminating their Mandates in line with the provisions of the Trust Deed.
• Approving all properties proposed for acquisition disposal by the Fund and the
consideration thereto.
• Approving all matters set in the Trust Deed before they are presented for
approval by unit holders.
• Oversight over service providers who report to the Board and attend by
invitation.
• Approve all external valuations of the properties before incorporation in the
pricing of the Fund

2.10 Other Service Providers

The Fund will appoint specialist service providers to provide their services in the
value addition activities on properties through renovations and refurbishments. The
service providers may include but not limited to:
• Property Valuers
• Architects
• Quantity Surveyors
• Facilities Management companies
• Engineers

Property valuers will be responsible for valuation of properties prior to acquisition

and on an on-going basis in accordance with the valuation requirements.

23
8
2.11 Structure of the REIT
Independent Reporting REIT Manager Aparthotel
service providers (Nhoro Asset Operator
Appointments Management) Reporting (Raddison)
Financial Advisors
Legal Advisors
Property Valuers

Property Management
Auditors

Investment
Service Provision

Income
Distributions
Seatrite Five
REIT Unitholders
Capital
Trusteeship
Ownership
Rental

Purchase & Sale Agreements

Trustee
(Kreston
Zimbabwe)
Property
Portfolio

Promoter
(Seatrite
Transfer of completed projects Company)
2.12 Fee Structure
Operational expenses and fees payable to the Trustee and Fund Manager shall not
exceed 20% of the gross rental income of the Fund on condition that it doesn't
exceed 8.5% p.a of the Market value and will be subject to the provisions stated in the
Trust Deed. Investors into the Fund will incur the following costs:

Fund Manager's Fee - The Fund Manager fees shall cover the day-to-day management
of the Fund and will be governed by the Trust Deed and any amendments thereto. The
fee has been set at 2% per annum of the units subscribed for

Trustee Fee - The fees paid to the Fund’s Trustees relate to trusteeship and safe
custody of the Fund’s assets and will be governed by the Trust Deed and any
amendments thereto. The fee has been set at a minimum of United States Dollars 400
per month with a maximum fee of 0.4 % per annum of the units subscribed for.

9
Operators Fee - This is the fee paid to the Fund’s Operator of the Aparthotel for
services relating to managing the Aparthotel applied on a sliding scale from 0 to 8%
the maximum fee should Gross Operating Profit exceed 20%, as the per Service
Level Agreement signed with the Fund. There will be in addition standard booking
charges for use of the Radisson platform applied on a bed night occupied basis

Fund Advisor’s fee - This relates to the once off fees paid to the Fund Advisor for
their on-going advisory services to the Fund. The once off fee has been set at US$
7500 being 0,0005 % of the value of the Fund.

Audit Fee - This is a fee paid to the Auditors of the Fund and will be charged by the
Auditors in accordance with the number of hours worked in conducting an Audit.
The Fund shall maintain a reserve from rental income received sufficient to cater for
any scheduled or ad hoc audits of the Fund.

Valuation Fee - This represents the fees paid to the Valuers of the underlying
properties for providing independent valuation services to the Fund. These fees are
to be quoted in accordance with the valuation needs.

Brokerage and Other Expenses - Other fees such as legal and conveyancing fees,
agents’ commission, specialist service provider fees, project management costs,
marketing and letting fees and other expenses fees incurred pursuant to the
acquisition, refurbishments, operating costs and/or disposal of the portfolio
properties will be borne directly by the Fund and paid from the Funds income other
than start -up expenses requiring refunding.

2.13 Initial Estimated Expenses

The Initial Estimated Expenses include costs, fees and charges associated with the
establishment and listing of the REIT incurred by the Promoter to be recovered from
the REIT.

The initial Estimated expenses comprise of:

Legal Advisor $2,000
Auditors $1,850
Valuator $1,500
Financial Advisor Kreston Zimbabwe $7,500

2.14 Issue and Buy-back of Units

Initial issue of Units in the Fund shall be allocated and sold to investors in
accordance with the Allocation Procedure at the time of listing.

The Fund through the REIT Manager may issue additional Units towards funding the
acquisitions of new properties or in exchange for properties being transferred into
the Fund.

The basis for the issue of such Units is stipulated to be the same value or as nearly as
possible as that for the issue of Units for cash.

The REIT Manager may buy back Units in the REIT if the Advisory Board considers
that redeeming Units would be in the best interests of the REIT.

10
Unitholders can exit their investment, all or in part, by trading their units upon
listing on the VFEX.

2.15 Valuation of REIT Assets

The REIT Manager in consultation with the Trustee will appoint a suitably qualified,
specialist, independent and professional valuer to undertake the valuation of the
Asset. The initial valuation of the Fund is, however, based on the actual cost of
acquiring the property, not the appraised value which is the market selling price of
each apartment on an off-plan sale price.

The Fund’s portfolio will be appraised internally on a quarterly basis with

independent external valuations conducted annually . The Fund Manager will ensure
that valuations are done timeously and appropriately. External valuations will be
conducted by an independent entity selected on the basis of competence,
reputation and understanding of properties.

The valuations may include all or some of the following methodologies:

Investment Approach – This is an approach based on the capitalisation of income,

based on the principle that rents and capital values are inter-related. Hence given
the income produced by a property, its capital value can be estimated.

Comparison Approach – This entails carrying out a valuation by directly comparing

the subject property under consideration with similar properties, which have been
sold or are on the market. Professional judgement is then exercised to take
cognisance of the fact that the properties may not be exactly comparable in terms
of size, quality and location.

Discounted Cash-flow Analysis – This is based on the principle that the value of a
property is indicated by the "present worth of future benefits." The future benefits
of income-producing properties, such as retail and office buildings, are the net
income estimated by a forecast of income and expense along with the anticipated
proceeds from a future sale. These benefits can be converted into an indication of
market value through a capitalization process and discounted cash flow analysis.

Cost Approach – This entails applying an applicable replacement cost per square
metre on the plinth areas of each building element or calculating the cost of
building a modern substitute. The gross replacement costs assume a building is
completed and paid for by the owner at current contractual rates. It does not
include any finance charges or any element representing the opportunity costs of
the funds employed.
The Net Asset Value (NAV) of the Fund will be calculated from total valuations of
the underlying portfolio property less any provisions for expenses such as audit and
valuation fees. Dividing the NAV by the total number of units in issue will result in
the NAV per share, which each investor can compare with the trading price on the
securities exchange. The NAV shall be published on the Fund Manager’s website
daily.

2.16 Reporting
Following a valuation, the Net Asset Value per Unit will be published on the Fund
Manager’s website and the Fund Manager shall prepare and publish quarterly
reports/newsletters to the investors within 30 days after the end of the quarter.
Such newsletter shall, among other11things, include the following:
• Brief commentary about developments on the property market in Zimbabwe;
• Acquisitions and/or disposals made during the quarter;
• Details about each of the Fund’s portfolio property as well as any developments in
the past quarter e.g.
• renovations, tenancy, etc.;
• Details about income, expenses and distributions to be made by the Fund.

Audited accounts and a report in relation to the Fund will be sent to REIT holders
within three months of the conclusion of each accounting period. Such accounts and
reports will contain a statement of the Net Asset Value of the Fund and of the
investments comprised therein as at the year end and such other information as may
be required by the regulator.

The Fund shall seek to comply with any reporting directives issued by the regulator
and the securities exchange from time to time.

2.17 Tax and Regulatory compliance

The Fund shall be accorded a tax exemption status in accordance with the criteria set
out under the Finance (No. 2) Act of 2020. As such, the Fund’s income is non-taxable
and Unitholders will be taxed on income distributions depending on their tax status.
The Fund through the REIT Manager and Trustee will ensure that the Fund remains
compliant with the tax exemption requirements, Fund registration requirements as
set out under the Collective Investment Schemes Act and any other relevant
regulatory requirements

2.18 Voting Rights of Unit holders

The Trust Deed contains in detail the voting rights of Unit holders. In summary, voting
rights of Unit holders are highlighted as below: § Each Unitholder is entitled to attend
and vote at a meeting of the REIT and is entitled to appoint another person to attend
and vote in his/her/its place whether such a person is a Unit holder or not. § On a show
of hands, every Unit holder who, being an individual is present in person or being a
corporation, is present by its representative duly authorized in that regard, shall have
one (1) vote per Unit held. § Votes may be given either personally or by proxy and the
voting rights attached to each shall be in such proportion of the voting rights attached
to all of the Units in Issue. § Schedule 1 of the Trust Deed contains matters that
require the approval of Unit holders either by Ordinary Resolution or Special
Resolution.

2.19 Meetings of Unit Holders

The Trust Deed contains detailed provisions for meetings of Unitholders. In summary:
• Meetings may be called for by the Trustee, the Fund Manager or the Unitholders of
at least 51% in value of the units in issue or the units of the Fund in issue on not
less than 21 days' notice providing there is proof at the meeting of the notice
circulation to all unit holders of the same day period.
• The Fund Manager is entitled to receive notice and attend but may not vote at such
meetings.
• Notices of meetings will be posted or emailed to Unitholders. Unitholders may
appoint proxies, who need not themselves be Unitholders. The quorum for such
meetings shall be at least 51% of the units represented in person or proxy.

12
• On a poll every Unitholder present in person or by representative or proxy shall
have one vote for every Unit for which he is registered as the Unitholder. Voting
rights may be amended in the same manner as any other provisions of the Trust
Deed.
• An Extraordinary Resolution is a resolution proposed as such at a meeting of
Unitholders at which a quorum is present and passed by a majority of 70% of the
total number of votes cast.

2.20 Winding Up
The Trust Deed contains detailed provisions of circumstances under which the Fund
can be wound up and the procedures to be followed. In summary, the Fund is wound
up in the event of any of the following:
• The Fund manager is of the view that the quantum of redemption requests that
have built up shall result in the Fund being run down to an unmanageable level
and likely to result in a significant loss in value for the Unit Holders who are not
redeeming.
• The Fund is amalgamated with another.
• Approval for winding up is approved by 75% of Unitholders and endorsed by the
regulator.
• The license for the Fund or Management Company is withdrawn by the regulator.

3. Investment Considerations And Guidelines

3.1 Investment Objectives and Strategies
The purpose of the REIT Fund is to provide investors with a professionally managed
means of participating in the higher yielding sector of the Zimbabwe retail,
hospitality and residential property market; combined with the potential for capital
growth. The REIT Fund acts as a pooled investment medium for its unit holders.
The strategy of the REIT Fund is to avail real estate investment and returns from a
major asset to smaller investors, thus enabling its investors to benefit from both the
resultant capital gains and enhanced rental income. The REIT will seek to diversify
risk through an international hotel operator and superior location in Harare,
structure and furnishings.

3.2 Investment Guidelines

Investment Objectives
Seatreit Five initially invests in the development of a premium aparthotel, creating a
foundation for expansion into future hospitality-based real estate ventures. The
trust will be actively managed to identify and capitalize on emerging opportunities,
ensuring long-term growth beyond the initial project.

Investment Structure
Capital Allocation & Development Timeline
Development Partner: Seatrite Properties, ensuring structured execution.
Construction Period: 24 months, with milestone-based asset valuation.
Future Expansion: Seatreit 5 will be actively managed to pursue high-value
investment prospects in hospitality and related real estate sectors.
Financial Oversight: Nhoro Asset Manager, ensuring asset optimization and
revenue growth.

28

13
Tenant Strategy & Operational Framework
Target Guests: Flexible occupancy, catering to corporate travellers, expatriates, and long-stay
tourists.
Revenue Model: Dynamic pricing structure to maximize occupancy rates and seasonal demand
fluctuations.
Operational Oversight: Radisson-managed operations, ensuring efficiency and brand
positioning.
Liquidity Assurance: Lock- In period until listing; structured exit mechanisms post-completion.

Compliance & Governance

Regulatory Alignment: Full adherence to Zimbabwe’s REIT framework and securities
regulations.
Audited Financials: Regular performance reporting for investor transparency.
Investor Protection: Defined exit clauses and governance mechanisms for dispute resolution.
Ethical Standards: Commitment to fiduciary responsibility and regulatory best practices.

Investor Benefits & Exit Strategy

Asset-Backed Investment: Investors hold direct ownership in a premium hospitality real estate
asset.
Market Liquidity: Victoria Falls Stock Exchange listing enables exit flexibility and liquidity
options.
Strategic Growth Potential: Active management ensures exposure to new investment
opportunities.
Professional Management: Radisson’s expertise, enhancing investor confidence and
operational success.

3.3 The Property Portfolio

It consists of a three storey 148 roomed aparthotel building. An aparthotel (a blend of
"apartment" and "hotel") is a type of accommodation that combines the features of a serviced
apartment with the amenities and services of a hotel. It caters to travellers seeking more space,
flexibility, and home-like comforts for short or extended stays. It has separate living, sleeping,
and dining areas, kitchen or kitchenette (with appliances like a fridge, microwave, stove, etc.),
includes a workspace, laundry facilities, and storage space. Guests can enjoy the flexibility of
self-catering while still having access to hotel amenities such as fitness centres, restaurants and
meeting spaces. While the concept is still new in Zimbabwe, the demand for aparthotels is
growing rapidly all over the world. Guests will enjoy the comfort and convenience of a home –
away – from – home experience managed by Raddison’s group.

The aparthotel will be located in Harare’s plush suburb of Borrowdale. It is easily accessible
using Maxwell Road. It will be close to Groombridge shopping centre and the popular Sam Levy
village.

29

14
4. Financial Information
4.1 Forecast Financials
Seatrite Five REAL ESTATE INVESTMENT TRUST
FORECAST PERIOD: 2027 – 2031
KEY ASSUMPTIONS
Year Year Year Year Year
2027 2028 2029 2030 2031
Number of Rooms 148 148 148 148 148
Annual days of operation 365 365 365 365 365
Occupancy (%) 53% 62% 73% 73% 73%
Average Daily Rate (US$) 125 131 138 141 143
RevPar (US$) 66 81 101 103 104

Seatrite Five REAL ESTATE INVESTMENT TRUST

FORECAST PERIOD: 2029 – 2033
ANNUAL PROFIT AND LOSS ACCOUNT

Year Year Year Year Year

US$ m 2027 2028 2029 2030 2031
REVENUE
Rooms 3.58 4.39 5.44 5.58 5.64
Food and beverage 0.38 0.49 0.62 0.64 0.65
Other 0.05 0.06 0.08 0.08 0.08
Total Revenue 4.01 4.94 6.14 6.30 6.37
DIRECT COSTS
Room & Reservation 0.75 0.92 1.14 1.17 1.18
Food & Beverage 0.27 0.35 0.43 0.45 0.46
Other 0.03 0.03 0.05 0.05 0.05
Total Direct Costs 1.05 1.30 1.62 1.67 1.69
ADMIN & GENERAL COSTS
Advertising and Sales 0.29 0.36 0.44 0.45 0.46
Admin and general 0.97 1.19 1.48 1.51 1.53
Total Admin & General 1.26 1.55 1.93 1.96 1.99
Gross Operating 1.7 2.09 2.59 2.67 2.69
Profit(GOP) (before base
fee)
GOP Percentage (before 42.3% 42.3% 42.3% 42.3% 42.3%
base)

30
15
4.1 Forecast Financials (Cont’)

Year Year Year Year Year

US$ m 2027 2028 2029 2030 2031
Base fee (2-2%) 0.08 0.10 0.12 0.12 0.12
Gross Operating Profit 1.62 1.99 2.47 2.55 2.57
(after Base Fee)
GOP Percentage (after Base 40.3% 40.3% 40.3% 40.3% 40.3%
Fee)
Management Fee(0-8%) 0.13 1.16 0.20 0.21 0.21
FF&E Reserve Fund (1-4%) 0.04 0.10 0.18 0.25 0.26
Adjusted GOP(AGOP) 1.45 1.73 2.09 2.09 2.10
AGOP Percentage 36.3% 35.0% 34.0% 33.2% 33%
Income to Owner 1.45 1.73 2.09 2.09 2.10
Fund Manager Fee 0.27 0.27 0.27 0.27 0.27
Trustee Fee 0.14 0.14 0.14 0.14 0.14
Distributable Income 1.05 1.32 1.69 1.69 1.70
Total Units Value 13.50 13.50 13.50 13.50 13.50
Investor Yield (%) 7.77% 9.80% 12.48% 12.49% 12.57%

Forecast Financials

Financial Analysis: Key Highlights & Assumptions

• During the construction phase, the aparthotel unit will be expected to undergo
capital appreciation, enhancing its overall value before reaching operational
maturity.

Property & Revenue Structure

• The aparthotel consists of 148 rooms: 136 studios, 11 one-bedroom units, and
1 three-bedroom unit.
• Forecasts estimate an average rate of $125 per night in the first year,
increasing gradually until stabilizing at $143 by year 5.
• All revenue figures are net of Value Added Tax (15%) and a 2% Tourism Levy.
• Occupancy rates are expected to start at 53% in year one, increase to 65% in
year two, and stabilize at 73% from year three onward

31
16
Forecast Financials Explanatory notes

Revenue & Profitability Metrics

• Revenue Per Available Room (RevPAR)—a key performance indicator—starts at
$66 in year one, increasing to $104 in year 5.
RevPAR measures the revenue generated per available room, whether occupied
or not. It is derived from the occupancy rate and the average room rate, providing
insights into pricing efficiency and revenue potential.
• Food & Beverage revenue is projected using comparative Radisson-operated
entities, accounting for VAT and tourism levy deductions.
• Direct costs includes expenses for room upkeep, food, and beverage provisions.
• Gross Operating Profit before Base (GOPB) is the profit generated from core
operations. The core operations include room revenue, food and beverage, and
other direct income and related costs. The result is obtained before deducting
fixed base costs like management fees. The GOPB for Seatrite Five is projected
to average 42.3% of revenue starting at US$1,7M in year 1 increasing to
US$2,69M in year 5.
• The base fee is the minimum amount charged by the operator Raddison, in
accordance with the Service Level agreement. This is at 2% of revenue
• The management fee is an additional performance related fee charged by the
operator, Raddison. This is on a sliding scale based on performance. An amount
only becomes payable if the Gross Operating Expenditure percentage exceeds
20%. The amount is a percentage of the Gross operating expenditure and is
capped at 8%
• The FF&E Reserve is the Furniture, Fixtures and Equipment Reserve that is used
to cover future replacement and refurbishment of non structural assets essential
to the Seatreit Five Property. This is variable between 1-4% of revenue
• The fund manager’s fee is projected at 2% of Funds under management (FUM)
while the Trustee is at 0.4% of Funds Under Management (FUM)
• The net income which is also available for distribution is projected to start at
US$1,05M (7,77% yield) increasing to US$1,70M in year 5.

Investor Returns

Projected Returns & Income Distribution

The promoter guarantees a Year 1 yield of 8%, while investor returns are forecast to
begin at 7.77%, gradually increasing to 12.57% by Year 5. In accordance with
statutory requirements, 80% of the Fund’s distributable income will be declared as
dividends to unitholders.

Tax Efficiency
The REIT is exempt from income tax, ensuring maximum efficiency at the fund level.
Dividends distributed to unitholders are subject to withholding tax, enhancing
clarity on post-distribution treatment.

32
17
Forecast Financials

7
Total Revenue
6 6.3 6.37
6.14
5
4.94
4
4.01
3
2
1
0
Year 1 Year 2 Year 3 Year 4 Year 5

Investor Yield (%)

14
12 12.57
12.48 12.49
10
9.8
8
7.77
6
4
2
0
Year 1 Year 2 Year 3 Year 4 Year 5

33
18
5. Investor Considerations And Risk Factors

5.1 Investment Attractions

Property investments generally help enhance and transform economies through
infrastructure developments, in the process boosting economic development and
employment creation. Investors in such an asset class, however, also benefit from
enhanced returns and lower risk.

Key attractions of this Fund to potential investors include:

Returns – By acquiring this property for development and subsequent rental, the REIT
Fund seeks to achieve higher returns than would ordinarily be achieved from plain-
vanilla property investments. Such returns will be both in the form of enhanced rental
income and capital gains from the revaluations of the property.

Liquidity – Being unitised, the REIT Fund not only provides an avenue for investors to
dispose of some of their properties but is also more liquid as compared to direct
investment in property. The units being tradable, offer a much shorter time to realize
value as compared to disposing direct commercial property which can even take longer
than a year.

Accessibility and Flexibility – Unitising also makes it affordable for smaller investors to
invest in property with the added flexibility of partially disinvesting unlike in direct
property investment where an investor is either fully invested or not invested at all.

Uniqueness – The aparthotel provides a good avenue to diversify one’s investment

portfolio. This is the first of its kind in Zimbabwe. The Fund itself also exposes investors
to the Radisson’s global distribution network, revenue management expertise, and
operational efficiencies. Investing in the REIT will enable investors to leverage on
unique, specialist skills in reconfiguring and turning around under-performing
properties for better occupancies and rental yields.

5.2 Risk Considerations

Like any other investment, investing in this REIT is subject to various risks, including but
not limited to adverse changes in economic conditions and adverse local market
conditions such as the liquidity crunch facing tenants. Environmental laws and
regulations, zoning laws and other legislation will be duly complied with. These risks,
either individually or in combination, may cause either a reduction in the income or an
increase in operating and other costs which may materially affect the financial position
and returns of specific Fund investments and the Fund generally.

Some of the specific risk factors include:

General Investment Risk

These include the following:

Market risk – This is the risk arising from movements in financial markets which may
adversely affect the market value of investment securities. Maintaining a well-
diversified property portfolio would help reduce exposure to this risk. REITs are traded
on the stock exchange and the prices are subject to demand and supply conditions. The
prices generally reflect investors’ confidence in the economy, the property market and
its returns, the REIT management, interest rates, and many other factors. As the
Zimbabwean currency continue to depreciate, REITs are also exposed to currency risk.
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Credit risk – The risk that entities who owe money to the REIT is contained through
upfront rental payment on registration. Careful selection of tenants and
counterparties will be used to manage this risk.

Interest rate risks – Because of their inverse relationship, increases in interest rates
generally affect property prices negatively and increases the cost of funding any
developments and renovations. The REIT will seek to minimise the impact of any
increases in interest rates by keeping borrowings to a minimum and ensuring any
such exposures are spread over the long-term.

Liquidity risk – The risk that the market value of the assets may not be realised due
to inability to find ready buyers of the assets on the market. The unitised nature of
the REIT will enable it to take on smaller investors, thus minimising the liquidity risk
exposure.

Political risk – This risk arises from policy changes or political interventions that
may adversely affect the existence and/or ownership or market value of
investments in general. Changes in legislation, especially taxation laws, may also
affect the demand and value of the properties. The REIT will retain the services of
legal and taxation experts to help anticipate and manage such risks.

Income Risks - Distributions are not guaranteed and are subject to fluctuations in
the REIT’s income. For example, a REIT’s rental income may be affected if tenancy
agreements could be renewed at a lower rental rate than before, or the occupancy
rate could fall. The income could also fluctuate based on property performance.

Concentration Risk - The Seatrite Five REIT has mid to long term plans to
incorporate other properties into the REIT which will diversify the concentration risk
and ensure a balanced property portfolio.

6. Other Pertinent Investor Information

6.1 Conflicts of Interest

The Trustee, Fund Manager, Property Manager, Fund Adviser, Auditor, Valuer and
other Service Providers to the REIT or corporations with which they are associated
with may from time-to-time act in a similar capacity in relation to, or be otherwise
involved in, other funds established by parties other than the REIT which have
similar objectives to those of the REIT. It might happen that any of them may, during
business, have possible conflicts of interest with the REIT. In such cases, each will, at
all times, have regard in such event to its obligations to the REIT and will endeavour
to ensure that such conflicts are resolved fairly.

Where the Trustee, Fund Manager, Property Manager, Fund Advisor, Auditor, Valuer
or any other service provider is aware of a potential conflict of interest with the
REIT, such conflicts should be disclosed to all relevant parties including the Trustee
and the board of directors of the Fund Manager, and where possible, to all
Unitholders, in the event that such conflicts cannot be avoided.
In addition, the Fund Manager will not add another property into the REIT without
the approval of the unitholders.

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The Fund Manager or any of its affiliates or any person associated with the Fund
Manager may invest in, directly or indirectly, or manage or advise other property funds
or accounts which invest in assets which may also be purchased or sold by the REIT.
Neither the Fund Manager nor any of its affiliates nor any person connected with it is
under any obligation to offer investment opportunities of which any of them becomes
aware to the REIT or to account to the REIT in respect of (or share with the REIT or
inform the Fund of) any such transaction or any benefit received by any of them from
any such transaction, but will allocate such opportunities on an equitable basis between
the REIT and other clients.

When determining the Net Asset Value, the Trustees may rely on valuations provided or
attributed to any asset or liability by the Fund Manager. All valuations undertaken by
the Valuer in respect of investment properties will be made in accordance with the
regulations that govern real estate agents and valuers in Zimbabwe.

Trust Deed
Copies of the Trust Deed may be obtained from the Fund Manager free of charge or
may be inspected free of charge during normal working hours at the offices of the Fund
Manager or the Trustee.

Subject to the prior approval of SECZ, the Trustee and the Fund Manager may modify,
alter or add to the provisions of the Trust Deed if the Trustee feels that the modification
or addition either:

6.2 Material Contracts

The REIT has entered into a development agreement with Seatrite Properties,
ensuring the structured execution of its planned real estate assets.

Additionally, it has secured an asset management contract with Nhoro Asset

Manager, establishing a framework for financial oversight and portfolio optimization.

Upon completion, Radisson will manage the property, bringing industry expertise in
hospitality and operational efficiency to enhance tenant experience and long-term value
retention.

6.3 Litigation Statement

The Property Fund is not currently engaged in any legal or arbitration disputes that
could materially impact its financial standing. Additionally, there are no known or
anticipated proceedings that may pose a threat to its position.

6.4 Documents Available for Inspection

Trust Deed, outlining governance and operational principles.
Expert consents, affirming professional evaluations and compliance.
Material contracts, as disclosed in the Prospectus.
Expert reports, related to the issuance of Fund units and property assessments.
Valuation reports, obtainable upon request for real estate assets.
All these documents are available for viewing at the offices of the Trustee or REIT
Manager on any Business Day.

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6.5 Frequently Asked Questions

1. What is the role of the trustee?

The trustee plays a critical fiduciary role in safeguarding investor interests and ensuring
full regulatory compliance. Key responsibilities include:
• Holding legal title to the real estate portfolio on behalf of unit holders
• Executing and enforcing the Trust Deed, which governs REIT operations
• Receiving and controlling subscription funds during the public offer phase
• Overseeing adherence to the REIT’s investment policy
Until the REIT lists on the Victoria Falls Stock Exchange (VFX) (targeted within 24
months), the trustee will maintain the unit register, and transfers will be conducted over
the counter. Upon listing, a licensed transfer secretary will be appointed, and full use of
existing capital markets infrastructure, such as the securities depository system, will be
activated.

2. Am I buying property or REIT units?

You are investing in REIT units, which represent a beneficial interest in the trust’s real
estate portfolio—not direct ownership of an apartment or title deed. Units are recorded
in a central register (held by the trustee) and provide:
• Proportional rental income
• Exposure to real estate appreciation
• Ease of transfer, without traditional conveyancing

3. How does the aparthotel business model work?

The aparthotel blends real estate with hospitality: investors own REIT units tied to fully
serviced apartments, operated as short-term hotel-style rentals. Radisson Hotels Group
professionally manages day-to-day operations, guest bookings, and facilities. Rental
income is pooled, and investors earn returns based on their proportional unit holdings.

4. What happens if the aparthotel underperforms?

If revenues decline:
• Income distributions may decrease
• REIT unit prices may adjust to reflect updated valuations
However, investors still own a stake in a tangible, income-producing real estate asset. If
the management arrangement with Radisson were to terminate, the REIT retains
ownership of the aparthotel. As a contingency, the property could be sectionalized and
sold as individual apartments to recover value and protect investor capital.

5. What if the building is not completed within the promised 24 months?

While Seatrite Properties is committed to delivering the aparthotel within the projected
timeline, unforeseen delays such as regulatory lags, material shortages, or economic
disruptions can affect construction schedules.
To safeguard investors:
• Funds are held by the trustee and disbursed only against construction milestones
• The trustee ensures all activity aligns with the Trust Deed and REIT objectives
• Regular progress reports will be shared with investors
• If needed, capital can be redirected or timelines extended to preserve long-term
value
• Importantly, the REIT owns the underlying land and development rights, allowing it
to complete, repurpose, or sell the project if necessary
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Frequently Asked Questions Continued

6. What are the typical occupancy rates in Harare?

• Short-term rentals (Airbnb-style): ~34%
• Branded hotels: ~60%
• Luxury serviced apartments in Borrowdale: expected to exceed average performance
due to location, brand, and target clientele

7. How does this investment compare to other real estate in Harare?

Compared to traditional real estate:
• Lower entry costs (from US$ $500)
• No tenant management or maintenance responsibilities
• Liquidity through REIT unit transfers
• Professionally operated by a global brand (Radisson)
• Targeted 8%+ income returns and capital appreciation

8. How does Seatrite Properties benefit?

Seatrite earns through:
• Development margins from delivering the completed aparthotel
• Alignment with long-term performance, holding a stake in the REIT’s success
alongside investors

9. Is there a legally binding document upon payment?

Yes. Upon payment, investors receive a subscription agreement or allocation letter,
which serves as a binding record of investment. This is followed by the issuance of a unit
certificate by the trustee or REIT registrar, typically within 30–60 days.

10. When will I receive my unit certificate?

You should receive your certificate within 30–60 days of full processing. It confirms your
holding and is issued by the trustee or appointed registrar.

11. Are units transferable? What’s the process?

Yes. Units may be sold over the counter before listing, using a signed transfer form and
KYC documents submitted to the trustee. After listing, transfers will take place via a
licensed transfer secretary and capital markets infrastructure.

12. Are conveyancing fees applicable on unit resale?

No. You are not buying property titles but REIT units. Conveyancing is not applicable.
However:
Nominal registrar fees may be charged
A 1% capital gains withholding tax applies to resale proceeds

13. Can investors set their own resale price?

Yes. Units can be sold at mutually agreed terms between the seller and buyer. Post-
listing, prices will reflect market demand and NAV on the exchange.

14. Are unit holders identified to each other?

No. Due to privacy and data protection, the REIT register is confidential. That said,
Seatrite may organize networking events or investor briefings.

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Frequently Asked Questions

15. What happens if my apartment isn’t rented out?

You do not own an individual apartment. Returns are generated from the collective
performance of the full aparthotel. Rental income is pooled and distributed equally
based on unit ownership—not individual room occupancy.

16. Is there preferential treatment for larger investors?

No. All distributions are pro-rata based on the number of units held. No investor
receives booking priority or enhanced return rights based on scale.

17. Are there benefits like free stays for investors?

Yes. Perks may include:
• Discounted room rates
• Advance booking privileges
• Invitations to investor-focused events
Benefit tiers may be based on unit quantity and duration held.

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ANNEXURE A:
AUDITORS
OPINION ON
PROFORMA
FINANCIALS

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ANNEXURE B:
SUBSCRIPTION
FORMS

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 SEATRITE FIVE TRUST

TO: Kreston Trustees - cmachingambi@krestonzim.com

Nhoro Asset management – mikevanblerk@gmail.com

SECZ LICENCE

SEATRITE FIVE TRUST SECZ101158S

USD

AMOUNT USD

Signature of Authorised Officer

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 Nhoro Asset Managers – Fund Manager
17B Lomagundi Roard
Harare
Email ; mikevanblerk@gmail.com

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SEATRITE FIVE PROSPECTUS

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