Wrap Text
Posting of circular relating to establishment of Emira as an internally managed corporate REIT
Emira Property Fund
A property fund created under the Emira Property Scheme,
registered in terms of the Collective Investment Schemes Control Act 45 of 2002
(Approved as a REIT by the JSE)
Share code: EMI
ISIN: ZAE00050712
(“Emira” or “the Fund”)
POSTING OF CIRCULAR RELATING TO ESTABLISHMENT OF EMIRA AS AN INTERNALLY MANAGED
CORPORATE REIT
1. Introduction
On 1 July 2013, Emira was granted Real Estate Investment Trust (“REIT”) status by the Johannesburg
Stock Exchange (“JSE”). In terms of the Collective Investment Schemes Control Act 45 of 2002
(“CISCA”), Emira remains a portfolio created under a Collective Investment Scheme in Property (“CISP”)
but is recognised as a trust REIT for taxation purposes.
The introduction of REIT legislation has removed the major advantage for Emira to remain a CISP and
the Fund’s property manager, Strategic Real Estate Managers (Proprietary) Limited (“STREM”) has
determined that it would be beneficial for Emira to convert into a company, becoming a corporate REIT
(“New Emira”). Accordingly, Emira intends to effect a series of steps in order to facilitate its restructure
into a corporate REIT (“the Transaction”) and to internalise the management function of STREM in a
manner that would better align the interests of Emira's management with those of its participatory
interest holders (“PI Holders”).
2. Background and rationale
On 28 March 2014, the Registrar of Collective Investment Schemes(“Registrar”) issued Board Notice 42
of 2014 (“Conversion Notice”) setting out the procedure to be followed for the winding up of a CISP and
the conversion of a CISP to a listed corporate REIT governed by the Companies Act 71 of 2008 and the
Listings Requirements of the JSE Limited.
The Conversion Notice was issued in the context of the introduction of the REIT regime. As this resulted
in the alignment of the fiscal consequences of investing in a CISP and a property loan stock company,
the key rationale for Emira being established as a CISP no longer exists.
Although Emira has been granted REIT status by the JSE, there are still various operational
disadvantages to remaining a CISP that would be remedied by the conversion into a corporate REIT.
Such conversion will allow the asset-management function currently provided by STREM to be
internalised in New Emira and will permit part ownership in unlisted property companies which is
prohibited under the CISCA.
Furthermore, there is a strong preference for property investment entities to be structured as corporate
REITs as they are better understood by institutional investors.
Subject to the approval of PI Holders, therefore, the Transaction will be effected in accordance with the
provisions of the Conversion Notice.
3. Mechanics of the transaction
New Emira will internalise the asset management function currently performed by STREM by acquiring
the entire issued share capital of and all shareholder claims against STREM from the Shareholders of
STREM for their nominal and face value of R2 210 300 (two million two hundred and ten thousand three
hundred rand) which will be payable in cash.
In terms of the Transaction and with effect from 1 July 2015, Emira will dispose of all of its assets to New
Emira in consideration for:
- the assumption by New Emira of Emira’s liabilities (including the payment of a distribution to PI
Holders in respect of Emira’s financial year ended 30 June 2015, which distribution will be effected
on or before 31 October 2015);
- the assumption by New Emira of Emira’s obligations under and relating to the the domestic medium
term notes programme established by Emira on 12 August 2011 (“DMTN Restructure”);
- the transfer by novation of all rights, liabilities, duties and obligations of Emira in respect of all of the
confirmations and other definitive documentation evidencing the interest rate swap agreements and
currency swap agreements entered into by Emira (“Swap Agreements”), and
- the issuing of the shares in New Emira, directly to Emira PI Holders on behalf of Emira in the ratio of
one New Emira share for every one Emira PI held on the Record Date for the Transaction, being
Friday, 10 July 2015. Current PI Holders in Emira will therefore become direct shareholders in New
Emira and will continue to be invested in the same base of assets in which they are currently
invested via their holding of Emira participatory interests (“PIs”).
Following PI Holder approval of and subsequent implementation of the Transaction, Emira will no longer
hold any assets and liabilities and will therefore no longer qualify for a listing on the JSE. Accordingly,
the listing of Emira on the Main Board of the JSE will be terminated with effect from Tuesday, 14 July
2015 and Emira will be liquidated and wound-up.
The net effect of the above will be to establish New Emira as an internally-managed corporate REIT, all
the issued ordinary shares of which will be listed in the "Diversified REITs" sector of the JSE list, under
the abbreviated name “EMIRA”, share code “EMI” and ISIN ZAE000203063, with effect from the
commencement of trade on Monday, 6 July 2015.
4. Conditions precedent
The Transaction is subject to the fulfilment or waiver of the following conditions precedent, on or before
Friday, 8 May 2015:
- New Emira submitting an application to the South African Revenue Services for its registration as a
value added tax vendor in terms of the Value Added Tax Act 89 of 1991 and such application being
accepted by the South African Revenue Service;
- The Registrar having approved the Transaction (which approval is subject to the approval of the
Transaction by PI Holders);
- New Emira and the shareholder of STREM concluding a Sale of Shares and Claims Agreement, and
such agreement becoming unconditional in all respects;
- PI Holders having approved, in general meeting the ordinary resolution necessary to implement the
Transaction as contained in the Notice of General Meeting contained in the circular referred to in
paragraph 6 of this announcement;
- The trustee of the Fund having provided all such approvals as are necessary to implement the
Transaction;
- The conclusion of agreements relating to the implementation of the DMTN Restructure and such
agreements becoming unconditional in all respects;
- The Competition Authorities having approved the Transaction to the extent required;
- The counterparties to the Swap Agreements having approved the Transaction and the transfer of all
rights, liabilities, duties and obligations of Emira in respect of the Swap Agreements to New Emira;
- The counterparties to all Emira’s outstanding loan and facility agreements having approved the
Transaction and the assignment of Emira’s rights and obligations under such agreements to New
Emira; and
- A favourable ruling being obtained from the Advance Tax Ruling Unit of the South African Revenue
Services regarding the deductibility of qualifying distributions to be made by New Emira in terms of
section 25BB of the Income Tax Act 58 of 1962.
5. Financial effects of the transaction
The pro forma financial effects of the Transaction on PI Holders in terms of basic earnings per PI,
headline earnings per PI and distribution per PI for the period ended 31 December 2014 and net asset
value per PI as at 31 December 2014 are set out below.
The pro forma financial information is the responsibility of the directors of STREM and has been
prepared for illustrative purposes only, to provide information on how the Transaction may have
impacted Emira PI Holders based on the historical financial results of Emira for the period ended 31
December 2014.
The pro forma financial information has been prepared using Emira’s accounting policies which policies
are in compliance with International Financial Reporting Standards (“IFRS”) and are consistent with
those applied in the unaudited group results of Emira for the 6 months ended 31 December 2014.
The pro forma financial information has been compiled in terms of the Listing Requirements of the JSE
Limited and the Guide on Pro forma Financial Information, issued by SAICA.
Due to its nature, the pro forma financial information may not fairly present the financial position of
Emira, its changes in equity or the results of its operations or cash flows after the Transaction.
The table below reflects the pro forma financial effects of the Transaction on Emira PI Holders on the
interim results for the six month period ended 31 December 2014.
Before the Pro forma Percentage
Transaction after the change (%)
Transaction
Distribution per PI/share(cents) 64.65 64.65 -
Basic earnings per PI/share (cents) 209.63 208.05 (0.75)
Headline earnings per PI/share (cents) 71.43 69.85 (2.21)
Net asset value per PI/share (rand) 16.50 16.48 (0.12)
Net tangible asset value per PI/share (rand) 16.50 16.48 (0.12)
Weighted average number of PIs/shares in issue (‘000) 505 887 505 887
PIs/shares in issue at 31 December 2014 (‘000) 510 550 510 550 -
Notes:
- The amounts set out in the "Before the Transaction" column have been extracted, without adjustment, from the
interim results of Emira for the six months ended 31 December 2014.
- The Transaction is assumed to be implemented on July 2014 for earnings effects and on 31 December 2014 for
net asset value effects.
- The amounts set out in the "Pro forma after the Transaction" column were calculated by consolidating the
financial statements in Emira's interim results for the period ended 31 December 2014, the results of STREM for
the period ended 31 December 2014 and the financial statements of New Emira for the period from 9 July 2014,
being the date of incorporation to 30 March 2015.
- Estimated once-off transaction costs of R8 million have been assumed to be paid in cash.
- The Transaction, effected by way of amalgamation in terms of section 44 of the Income Tax Act 58 of 1962 is
considered to be a capital reorganisation in terms of IFRS. The acquisition of the non-controlling interest in
STREM has been accounted within equity as a transaction with minorities. The management agreement with
STREM will cease to exist following implementation of the Transaction.
- The “Pro forma after the Transaction" column assumes that inter-company receivables and payables were
eliminated.
6. Notice of general meeting
A circular, setting out, inter alia, the terms of the Transaction and incorporating a Notice of General
Meeting convening a general meeting of Emira PI Holders to be held at 10h00 at the registered office of
Emira, Optimum House, Epsom Downs Office Park, 13 Sloane Street, Bryanston, 2191 on Friday, 8 May
2015 in order to consider and, if deemed fit, pass the ordinary resolution necessary to authorise the
Transaction (“General Meeting”), will be posted to PI Holders today, 8 April 2015 (“the Circular”).
7. Salient dates
The salient dates for the Transaction, also contained in the Circular, are as follows:
EVENT 2015
Last day to trade in order to be eligible to participate in and vote at the General Meeting Wednesday, 22 April
Record date to participate in and vote at the General Meeting Thursday, 30 April
General Meeting proxies due by 10h00 on Wednesday, 6 May
General Meeting of Emira PI Holders to be held at 10h00 on Friday, 8 May
Results of General Meeting released on SENS on Friday, 8 May
Results of General Meeting published in the press on Monday, 11 May
Finalisation announcement released on SENS on Friday, 26 June
Finalisation announcement published in the press on Monday, 29 June
Last day to trade in Emira PIs on the JSE in order to be eligible to receive New Emira ordinary
Friday, 3 July
shares
Listing of Emira PIs suspended from the commencement of trade and trading in New Emira
Monday, 6 July
shares (JSE share code EMI and ISIN ZAE000203063) commences on
Record date in order to be eligible to receive New Emira ordinary shares Friday, 10 July
New Emira share certificates posted by registered mail in respect of certificated New Emira
Monday, 13 July
shareholders on
Dematerialised New Emira shareholders’ CSDP or broker accounts updated to reflect their New
Monday, 13 July
Emira shares on
Termination of listing of Emira PIs on the JSE at commencement of trade on Monday, 13 July
Effective date of the Transaction Wednesday, 1 July
Bryanston
8 April 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/04/2015 11:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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