Wrap Text
Posting of offer circular and salient dates and times in respect of the offer
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”)
POSTING OF OFFER CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE OFFER
1. Distribution of Circular
Transcend Residential Property Fund Limited (“Transcend”) Shareholders are referred to the firm
intention announcement published on SENS on 13 July 2022 regarding Emira’s firm intention to make
a general offer for up to 100% of the issued shares (other than those shares already owned by Emira)
of Transcend (“the Offer”).
Emira has, on Tuesday 6 September 2022, distributed a circular to Transcend shareholders relating to
the Offer (“the Offer Circular”). Capitalised terms in this announcement bear the same meaning as in
the Offer Circular.
The Offer Circular is available on Emira’s website: https://emira.co.za/investors/circulars/
2. The Offer
2.1. The Offer will be implemented by way of a general offer by Emira to Transcend Shareholders, to
purchase all of the Transcend Shares, other than those already owned by Emira for a cash
consideration based on a Clean Price of R5.38 per Transcend Share on an ex distribution basis
plus the Distribution Accrual that is deemed to accrue to Transcend Shareholders from 31 August
2022, being the day after the last date to trade in Transcend Shares in order to receive the interim
distribution of 27.43 cents per Share (which distribution was paid to Transcend Shareholders on
5 September 2022), to the Offer Finalisation Date.
2.2. The Distribution Accrual will be determined on the basis that a REIT share accrues an annual
distribution equally, on a straight line basis, over a 365 day period from the day after the last
date to trade of the year-end distribution to the last date to trade of the next year-end
distribution. The distribution amount to be used in the Distribution Accrual calculation is 57,04
cents per Transcend Share for the 12-months ended 31 December 2022, based on the guidance
provided by Transcend to Transcend Shareholders as part of its results announcement for the
year ended 31 December 2021 (being similar growth for upcoming year). To the extent updated
guidance is released by Transcend the distribution used as the basis of the Distribution Accrual
will be updated accordingly.
2.3. It is anticipated that the last of the Conditions Precedent will be fulfilled on or about Thursday,
20 October 2022 and that the Offer Finalisation Date will be Friday, 21 October 2022. On this
basis, it is estimated that the Distribution Accrual will be 8.25 cents per Transcend Share,
resulting in an estimated aggregate Offer Consideration of R5.46 per Transcend Share held on
the Record date. The actual amount of the Distribution Accrual will be announced to Transcend
Shareholders in the Finalisation Date announcement.
2.4. Emira reserves the right to increase the Offer Consideration in accordance with the provisions of
the Takeover Regulations. Any announcement regarding such increase to the Offer Consideration
will be released on SENS and, if required, published in the South African Press.
2.5. The Offer provides Transcend Shareholders with a liquidity event to monetise their investment
in Transcend at a 12% premium to Transcend’s Clean Price of R4.80 as at 12 July 2022, being the
date prior to the release of the Firm Intention Announcement, and a 10.5% premium to the 90
day VWAP Clean Price as at 12 July 2022.
It is noted that as at 12 July 2022, less than 0.44% of the Transcend Shares in issue have traded
over the last 6 months (adjusting for the tranche of Shares acquired by Emira (at R4.60) in an off
market trade in March 2022). The likelihood of a Transcend Shareholder trading a meaningful
stake through the JSE trading system outside of the Offer is therefore considered to be limited.
2.6. Based on the updated irrevocable undertakings received as set out in paragraph 3 below, Emira
should achieve a minimum shareholding of 63.46% in Transcend post the Offer.
Emira firmly believes that the size of Transcend, with a market capitalisation of less than R1
billion, does not warrant it being separately listed from a cost, access to capital and investor
interest perspective.
Whilst Emira had originally hoped to structure the Offer in conjunction with a delisting of
Transcend, which would have enabled those Transcend Shareholders who did not wish to exit in
terms of the Offer with an election to remain invested in an unlisted entity, the listing of
Transcend will continue for the foreseeable future with Emira as the majority shareholder (unless
90% of Offerees accept the Offer and Emira invokes the provisions of Section 124 of the
Companies Act as set out in paragraph 5 below).
Emira will continue to explore alternatives with the Transcend Board and the Asset Manager to
ultimately realise its longer term ambitions of delisting Transcend particularly given that
potential future growth opportunities for Transcend which require Emira to commit further
capital to Transcend, would need to be weighed up by Emira against opportunities it has to make
other investments.
3. Irrevocable undertakings to accept the Offer
As at the date of the Offer Circular, the following Transcend Shareholders have provided irrevocable
undertakings to accept the Offer and dispose of their Transcend Shares to Emira:
Percentage of
Number of Percentage of Shares excluding
Shareholder Shares held Shares Emira
Public Sector Pension Investment Board 27 332 926 16.6% 28.11%
Development Bank of Southern Africa 10 111 936 6.2% 10.40%
4. Salient Dates and Times
The salient dates and times relating to the Offer are set out below:
2022
Transcend Firm Intention Announcement released on SENS Wednesday, 13 July
Record date for Transcend Shareholders to be eligible receive the Friday, 26 August
Offer Circular
Offer Circular posted to Transcend Shareholders and Tuesday, 6 September
announcement relating to the posting of the Circular released on
SENS
Opening Date of the Offer at 09:00 on Wednesday, 7 September
Announcement relating to the posting of the Offer Circular Wednesday, 7 September
published in the press
Anticipated date for posting of the Transcend Response Circular to Wednesday, 5 October
Transcend Shareholders
Anticipated date for receipt of approval by the Competition Thursday, 20 October
Authorities (Offer becomes wholly unconditional)
Finalisation date announcement released on SENS by 11:00 Friday, 21 October
Finalisation announcement published in the press Monday, 24 October
Last day to trade in Transcend Shares in order to participate in the Monday. 31 October
Offer
Transcend Shares trade “ex” the Offer Tuesday, 1 November
Record date on which Transcend Shareholders must hold Tuesday, 1 November
Transcend Shares in order to accept the Offer
Offer closes at 12:00 on Thursday, 3 November
Results of the Offer announced on SENS Friday, 4 November
Results of the Offer published in the press Monday, 7 November
Offer Consideration credited to dematerialised Offer Participants’ Friday, 4 November
account at CSDP or Broker
Offer Consideration posted to certificated Offer Participants Friday, 4 November
(subject to receipt by Transcend’s Transfer Secretaries of
Documents of Title on or prior to 12:00 on the Closing Date and a
duly completed Form of Acceptance, Surrender and Transfer (blue))
Notes:
1. Any change to the above dates and times will be agreed upon by Emira, the JSE and the TRP (as required),
and Transcend Shareholders will be advised by release on SENS and, if required, publication in the South
African press. All times indicated above are South African times. The dates have been determined based on
certain assumptions regarding the date by which regulatory approvals will be obtained and are subject to
change. Any change to the above dates will be advised to Transcend Shareholders by release on SENS and,
if required, publication in the South African press.
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 the Closing Date.
3. This Closing Date is dependent upon the Conditions Precedent being fulfilled.
4. No dematerialisation or rematerialisation of Transcend Shares will take place between the trading ex-date
and the Record Date, both days inclusive.
5. Transcend Shareholders should note that acceptance of the Offer will be irrevocable.
6. In the event that the fulfilment of the Conditions Precedent is unduly delayed, the above dates and times
relating to the crediting and posting of the Offer Consideration will be amended. Such amended dates and
times will be announced on SENS and, if required, published in the South African press.
7. Settlement of the Offer Consideration will take place within six Business Days of the later of the Offer
being declared wholly unconditional and acceptance of the Offer by Offer Participants. The last day for
settlement of the Offer Consideration is on the Settlement Date.
8. The independent board of Transcend is required to publish the Transcend Response Circular within 20
Business Days of the date of posting of the Offer Circular. The independent board of directors of Transcend
may, however, apply to the TRP for an extension of this time period. Shareholders will be notified of the
granting of any such extension.
9. Certificated Transcend Shareholders who surrender their documents of title before the Closing Date will not
be able to trade their Transcend Shares after surrender.
5. Compulsory Acquisition and continuation of listing on the JSE
5.1. Subject to clause 5.2 below, those Offerees who do not accept the Offer will remain Transcend
Shareholders in respect of their Transcend Shares.
5.2. If the Offer is accepted by Offerees holding at least 90% of the Transcend Shares held by all
Offerees (90% of the Transcend Shares held by the Offerees being, 87 511 951 Transcend Shares),
then Emira reserves the right, at its election, to implement a compulsory acquisition of all of the
Transcend Shares held by the Offerees that do not accept the Offer (the “Non-Accepting
Offerees”) in accordance with section 124 of the Companies Act. If Emira elects to invoke a
compulsory acquisition as aforesaid in accordance with section 124 of the Companies Act then:
- the prescribed notice will be send to the Non-Accepting Offerees, as envisaged in section
124(1)(a) of the Companies Act, and will incorporate a form of surrender for use by
Certificated Transcend Shareholders only; and
- Transcend will become a wholly-owned subsidiary of Emira and an application for the
termination of the listing of Transcend Shares on the JSE will be made to the JSE in accordance
with the applicable JSE Listing Requirements (and, if applicable, Emira will apply for the
requisite approval from SARB in respect of the delisting).
6. General
6.1. Transcend Shareholders who do not wish to accept the Offer need not take any action.
6.2. This Offer shall not constitute an offer to purchase or the solicitation of an offer to sell any
Transcend Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the laws of such jurisdiction.
6.3. The tax implications for Offer Participants are dependent on the individual circumstances and
the jurisdiction applicable to such Offer Participants. It is recommended that if Offer
Participants are uncertain about the tax treatment of the receipt of the Offer Consideration,
they seek appropriate advice in this regard.
7. 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
6 September 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: 06-09-2022 04:04:00
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