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EMIRA PROPERTY FUND LIMITED - Proposed acquisition of the entire issued share capital of SA Corporate Real Estate Limited (SAC)

Release Date: 10/07/2019 14:35
Code(s): EMI     PDF:  
Wrap Text
Proposed acquisition of the entire issued share capital of SA Corporate Real Estate Limited (“SAC”)

Incorporated in the Republic of South Africa
(Registration number 2014/130842/06)
JSE share code: EMI ISIN: ZAE000203063
JSE Interest Rate Issuer Code: EMII
(Approved as a REIT by the JSE)

Proposed acquisition of the entire issued share capital of SA Corporate Real Estate
Limited (“SAC”)

Shareholders are advised that, on Friday, 7 June 2019, Emira addressed a non-binding
indicative proposal to the Chairperson of the Board of SAC setting out Emira’s
proposal to acquire all of the issued share capital of SAC in exchange for the issue
by Emira of ordinary shares (“Indicative Proposal”).

Consistent with the Indicative Proposal, and subject to the satisfactory conclusion
of a due diligence by Emira, Emira proposes to make an offer to SAC shareholders
(“Proposed Transaction”), which will:

(1) take the form of a 100% scrip offer by Emira to SAC shareholders;
(2) be implemented through a scheme of arrangement under sections 114 and 115 of the
Companies Act, 2008 (“Companies Act”);
(3) represent an exchange ratio of 0.25 Emira shares per issued SAC share (“Exchange
Ratio”); and
(4) be subject to the obtaining of the required approvals by the board and shareholders
of each of Emira and SAC, the Takeover Regulation Panel, the JSE Limited and the
competition authorities in terms of the Competition Act, 1998.

At the time of the Indicative Proposal, the Exchange Ratio of 0.25 implied a 23.2%
premium based on respective closing prices for SAC shares and Emira shares as at 6
June 2019.

The Exchange Ratio continues to represent a premium to SAC shares, now implying:

(1) an offer price of R3.47 per SAC share and a premium of 5.9%, based on respective
closing share prices for Emira and SAC on 9 July 2019; and
(2) an offer price of R3.45 per SAC share and a premium of 18.4%, based on respective
30 day Volume Weighted Average Prices for Emira and SAC as at 9 July 2019.

Despite the Indicative Proposal being made on 7 June 2019 and a number of approaches
by Emira to SAC in respect of the Indicative Proposal, Emira has yet to receive a
formal response to the terms of the Indicative Proposal from the independent board
of SAC.

Given the compelling rationale for a merger of Emira and SAC, Emira affirms that,
while it has not yet communicated a firm intention to make an offer to SAC, it is
ready, able and willing to proceed with the Proposed Transaction and hopes to engage
with SAC in a constructive and co-operative manner, in order to complete its due
diligence and submit a binding offer to SAC in line with the terms set out above.

Nothing in this announcement constitutes or is intended to constitute a firm intention
to make an offer and accordingly this announcement is not a firm intention
announcement in terms of Regulation 101 of the Companies Regulations, 2011.

10 July 2019

Transaction Adviser
Macquarie Advisory and Capital Markets South Africa (Pty) Ltd

Legal Adviser
Allen & Overy (South Africa) LLP

Questco Corporate Advisory (Pty) Ltd

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