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Results of general meeting and tranche 2 subscription
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")
RESULTS OF GENERAL MEETING AND TRANCHE 2 SUBSCRIPTION
Shareholders and noteholders are referred to the announcement released on SENS on 12 August 2024 (the
"Terms Announcement") as well as the circular issued to Emira shareholders on 17 February 2025 (the
"Circular") relating to the proposed subscription of a further 113 B Shares and 113 Linked Loan Notes in DL
Invest, thereby increasing Emira's interest to 45% of the aggregate DL Invest shares in issue and the granting
of the Tranche 1 and Tranche 2 Call Options to DL Invest Group (the "Proposed Transaction"). Terms defined
in the Circular shall have the same meaning in this announcement.
Emira is pleased to advise shareholders and noteholders that all the ordinary and special resolutions set
out in the notice of General Meeting were passed by the requisite majority of ordinary shareholders at the
general meeting held on 17 March 2025. The detailed results of the General Meeting are set out below.
Tranche 2 Subscription
In terms of the Subscription Agreement, Emira may, at its election, subscribe for a further 113 Tranche 2
Shares and 113 Linked Loan Notes for the Tranche 2 Subscription Proceeds of €44 488 189.00, comprising
€8 897 637.80 in respect of the B Share subscription and €35 590 551.20 in respect of the Linked Loan Notes
linked thereto, payable in cash.
Following shareholder approval of the requisite Shareholder resolutions at the General Meeting, Emira will
be exercising the Tranche 2 Subscription Option on 20 March 2025, such that it will hold 45% of the
aggregate DL Invest shares in issue. The Tranche 2 Effective Date will be 20 March 2025.
With effect from the Tranche 2 Effective Date Emira will grant the Tranche 2 Call Option to DL Invest Group
to purchase all of the Tranche 2 Subscription Shares and Linked Loan Notes. The Tranche 2 Call Option may
be exercised at any time after the 1st anniversary of the Tranche 2 Effective Date. The Tranche 2 Call Option
Price will be €72 886 673.42, escalated by the Adjusted HICP, plus accrued but unpaid dividends and less
any dividends paid to Emira and any withholding tax paid by DL Invest in respect of the B shares.
With effect from the Effective Date, Emira granted the Tranche 1 Call Option to DL Invest Group to purchase
all of the Tranche 1 Shares and Linked Loan Notes, provided DL Invest has also exercised the Tranche 2 Call
Option.
Once Emira has granted the Tranche 2 Call Option to DL Invest Group, it may exercise the Tranche 1 Call
Option at any time after the first anniversary of the Tranche 2 Effective Date. The Tranche 1 Call Option
price is EUR101 563 090.44, escalated by the HICP, (with a floor of 2% and a cap of 4%), plus accrued but
unpaid dividends and less any dividends paid to Emira and any withholding tax paid by DL Invest in respect
of the B shares.
The terms of the B Shares issued to Emira remain unchanged from the terms set out in the Terms
Announcement read together with the Circular.
Based on the historical financial information of DL Invest (prepared in terms of IFRS) for the six months
ended 30 June 2024, the value of the net assets of DL Invest are €271.1 million and the profits attributable
to the net assets of DL Invest are €4.9 million.
Results of General Meeting
Emira has 522 667 247 ordinary shares in issue of which 430 787 062 shares were voted at the General
Meeting, representing 82% of the total shares in issue.
The detailed results for each resolution passed at the General Meeting are set out below.
Resolutions Shares voted Votes Votes Abstained
For Against
Number % (1) % (2) % (2) % (1)
Ordinary resolution number 1: 430 168 374 82.30 97.72 2.28 0.04
Approval of the Proposed Transaction
Ordinary resolution number 2: 430 168 374 82.30 97.72 2.28 0.04
Approval of the Call Options
Notes:
1. As a percentage of total ordinary shares in issue.
2. As a percentage of shares voted.
Bryanston
17 March 2025
Equity and Debt Sponsor
Questco Corporate Advisory
Date: 17-03-2025 01:16:00
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