EMIRA PROPERTY FUND LIMITED - Finalisation announcement

Finalisation announcement

EMIRA PROPERTY FUND LIMITED
Incorporated in the Republic of South Africa
(Registration number 2014/130842/06)
JSE share code: EMI     ISIN: ZAE000203063
JSE Bond Company Code: EMII
(Approved as a REIT by the JSE)
(“Emira” or the “Company”)


FINALISATION ANNOUNCEMENT


1.     Offer wholly unconditional

       Shareholders of Transcend Residential Property Fund Limited (“Transcend”) are referred to the
       circular issued by Emira on 6 September 2022 (the “Offer Circular”) regarding Emira’s General Offer
       to acquire up to 100% of the issued shares of Transcend (other than those shares already owned
       by Emira) (the “Transaction” or the “Offer”). Capitalised terms in this announcement bear the same
       meaning as in the Offer Circular.

       Emira is pleased to advise Transcend Shareholders that the Competition Authorities granted their
       unconditional approval for the Transaction and the Offer is now wholly unconditional. Accordingly,
       the TRP has issued a compliance certificate in respect of the Offer in accordance with section
       119(4)(b) of the Companies Act.

       The Offer will now be implemented in accordance with its terms and the final salient dates and
       times set out below.

2.     Offer consideration

       The Offer Consideration is a Clean Price of R5.38 per Share plus the Distribution Accrual of 5.99
       cents, accrued from 31 August 2022, being the day after the last date to trade in Transcend Shares
       in order to receive the FY22 Interim Distribution, to the Offer Finalisation Date of 7 October 2022.
       Accordingly, the total Offer Consideration will therefore be R5.43990 per Share.

3.     Salient Dates and Times

       The salient dates and times for the Offer are as follows:

                                                                                                    2022

        Last day to trade in Transcend Shares in order to participate in the         Tuesday, 18 October
        Offer

        Transcend Shares trade “ex” the Offer                                      Wednesday, 19 October

        Record date on which Transcend Shareholders must hold                         Friday, 21 October
        Transcend Shares in order to accept the Offer

        Offer closes at 12:00 on                                                      Friday, 21 October

        Results of the Offer announced on SENS                                        Monday, 24 October

        Last date on which the Offer Consideration will be credited to                Monday, 24 October
        dematerialised Offer Participants’ account at CSDP or Broker who
        validly accept the Offer

        Last date on which the Offer Consideration will be paid to                    Monday, 24 October
        certificated Offer Participants who validly accept the Offer

        Results of the Offer published in the press                                  Tuesday, 25 October

        Notes:
        1.   All times indicated above are South African times.
        2.   Certificated Transcend Shareholders are required to complete and return the Form of Acceptance, 
             Surrender and Transfer (blue) included in the Offer Circular in accordance with the instructions 
             contained therein to be received by Transcend’s Transfer Secretaries by no later than 12:00 on 
             Friday, 21 October 2022.
        3.   No dematerialisation or rematerialisation of Transcend Shares will take place between the trading
             ex-date and the Record Date, both days inclusive.
        4.   Transcend Shareholders should note that acceptance of the Offer will be irrevocable.
        5.   Settlement of the Offer Consideration will take place within six Business Days of acceptance of 
             the Offer by Offer Participants. The last day for settlement of the Offer Consideration is Monday, 
             24 October 2022.
        6.   Certificated Transcend Shareholders who surrender their documents of title before the Closing Date
             will not be able to trade their Transcend Shares after surrender.


      Transcend Shareholders who have not accepted the Offer will remain as Shareholders of Transcend.
      To the extent 90% of Offerees accept the Offer Emira intends to invoke the provisions of Section
      124 of the Companies Act and apply to the JSE for a delisting of Transcend in terms of Paragraph
      1.17(a) of the JSE Listings Requirements. To the extent Section 124 is not invoked the listing of
      Transcend will continue with Emira as the majority shareholder, subject to Transcend continuing to
      meet the criteria to remain listed.

4.    Responsibility Statement

      The board of directors of Emira, to the extent that the information relates directly to Emira, accepts
      responsibility for the information contained in this announcement and certifies that, to the best of
      its knowledge and belief, the information contained in this announcement relating to Emira is true
      and this announcement does not omit anything that is likely to affect the importance of such
      information.

Bryanston
7 October 2022

Corporate Advisor to Emira
DG Capital Advisory

Transaction Sponsor
Questco Corporate Advisory Proprietary Limited

Legal Advisor to Emira
White & Case

Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 07-10-2022 03:05:00
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