TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED - TRP Ruling on the Waiver of the Requirement to make a Mandatory Offer

TRP Ruling on the Waiver of the Requirement to make a Mandatory Offer

TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2016/277183/06
JSE Code: TPF ISIN: ZAE000227765
(Approved as a REIT by the JSE)
(“Transcend” or “the Company”)


TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER


Shareholders are referred to the circular distributed to them on 9 November 2021 relating to the proposed
acquisition by Transcend of two rental enterprises for a total purchase consideration of R253.50 million and
the waiver of a mandatory offer by Emira Property Fund Limited (“Emira”) (“Waiver”), as well as the results
of general meeting announcement, released on SENS on Wednesday, 8 December 2021 (“the
Announcement”).

The Announcement stated, inter alia, that the resolution pertaining to the Waiver was approved by the
requisite majority of Transcend shareholders in terms of regulation 86(4) of the Companies Regulations, 2011
(“Waiver of Mandatory Offer Resolution”). Following the approval of the Waiver of Mandatory Offer
Resolution, an application was made to the Takeover Regulation Panel (“TRP”) for an exemption from the
obligation of Emira to make a mandatory offer to the holders of the remaining shares of Transcend, and for
the TRP to make a ruling as envisaged in the Panel Guideline 2/2011 (“TRP Waiver Ruling”).

Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for granting the TRP
Waiver Ruling are available from the TRP on request by any Transcend shareholder. Any such request must
be made in writing and addressed to “The Executive Director, Takeover Regulation Panel” at any of the
addresses specified below.

Transcend shareholders are also advised that they may request the Takeover Special Committee to review
the TRP Waiver Ruling within five business days of publication of this announcement (i.e. by no later than
Friday, 17 December 2021). Any such request must be made in writing and addressed to “The Executive
Director, Takeover Regulation Panel” at any of the addresses specified below.

 If delivered by hand or courier, or if posted:        If faxed:

 The Executive Director                                The Executive Director
 Takeover Regulation Panel                             Takeover Regulation Panel
 1st Floor, Block 2, Freestone Park                    +27 86 274 9056
 135 Patricia Road, Atholl, Johannesburg, 2196


The TRP waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid five business
day period if no shareholder/s request the Takeover Special Committee to review the TRP Waiver Ruling or
(ii) on the date that the Takeover Special Committee confirms the TRP Waiver Ruling if shareholder/s request
the Takeover Special Committee to review the TRP Waiver Ruling.

DIRECTORS RESPONSIBILITY STATEMENT

The board of Directors of Transcend (“Board”) (including the independent members thereof (“the
Independent Board”)), individually and collectively, accept full responsibility for the accuracy of the
information contained in this announcement and certify that, to the best of their knowledge and belief, such
information is true and this announcement does not omit any facts that would make any of the information
false or misleading or would be likely to affect the importance of any information contained in this
announcement.

The Independent Board and the Board have made all reasonable enquiries to ascertain that no facts have
been omitted and this announcement contains all information required by law and the Companies Act, 2008.


Bryanston
9 December 2021

Corporate Advisor and Bookrunner
Tenurey BSM Proprietary Limited


JSE Sponsor and Transaction Sponsor
Questco Corporate Advisory Proprietary Limited


Legal Advisor
Tonkin Clacey Incorporated


Independent Reporting Accountants and Auditors
KPMG

Date: 09-12-2021 04:16:00
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