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Posting of Scheme Circular and salient dates and times in respect of the Scheme
Transcend Residential Property Fund Limited Emira Property Fund Limited
Approved as a REIT by the JSE Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2016/277183/06) (Registration number 2014/130842/06)
Share code: TPF ISIN: ZAE000227765 JSE share code: EMI ISIN: ZAE000203063
(“Transcend” or "the Company”) JSE bond company code: EMII
(“Emira” or “the Offeror”)
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
1. Posting of Scheme Circular and Notice of Scheme Meeting
Shareholders of Transcend (“Transcend Shareholders”) are referred to the announcement released on SENS
on 18 August 2023 by Transcend and Emira (“the Parties”) wherein they were advised that the Parties had
concluded a scheme implementation agreement pursuant to which Emira will make an offer to acquire all of the
issued ordinary shares in the share capital of Transcend (“Transcend Shares”) from the Transcend
Shareholders by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act,
71 of 2008, as amended (“Companies Act”) and the “Takeover Regulations”, being the regulations published
in terms of sections 120 and 223 of the Companies Act and set out in Chapter 5 of the Companies Regulations,
2011, promulgated under the Companies Act.
On Friday, 1 September 2023, Transcend distributed a circular to its shareholders relating to the Scheme (the
“Scheme Circular”). The Scheme Circular incorporates a notice of Scheme Meeting for the purposes of
approving the resolutions required to implement the Scheme. The Scheme Meeting of Transcend Shareholders
will be held at 10:00 on Monday, 2 October 2023 at the registered offices of Transcend (54 Peter Place Block
C, Cardiff House, Peter Place Office Park, Bryanston, Johannesburg, 2191) for the purpose of considering and,
if deemed fit, passing, with or without modification, the resolutions to approve the Scheme in terms of section
114(1)(c) of the Companies Act (read with section 115 of the Companies Act). Terms defined in the Scheme
Circular will, where used in this announcement, bear the same meaning as ascribed to them in the Scheme
Circular.
A copy of the Scheme Circular is available on the Company’s website at:
https://transcendproperty.co.za/investor-information/
2. Opinions and recommendations of the Independent Board
Transcend has appointed Valeo Capital Proprietary Limited (the “Independent Expert”) to act as independent
expert in accordance with the requirements of the Companies Regulations to advise the Independent Board and
report to the Independent Board on the Scheme by way of a fair and reasonable opinion.
The Independent Expert has delivered its opinion to the Independent Board, comprising Michael Aitken,
Tshepisho Makofane and Shaun Stewart, that the Scheme is fair and reasonable to Transcend Shareholders.
The Independent Board, having considered the terms of the Scheme and, inter alia, the opinion of the
Independent Expert, is of the view that the Scheme is fair and reasonable to Transcend Shareholders.
3. Salient dates and times
The salient dates and times in respect of the Scheme and its implementation are as follows:
2023
Record date for Shareholders to be recorded in the Register in order to be
entitled to receive the Scheme Circular Friday, 25 August
Scheme Circular together with the accompanying Notice, Form of Proxy and
Form of Surrender distributed to Transcend Shareholders Friday, 1 September
Announcement relating to the distribution of the Scheme Circular to
Shareholders and Notice released on SENS Friday, 1 September
Announcement relating to the distribution of the Scheme Circular to
Shareholders and Notice published in the press Monday, 4 September
Last day to trade in Transcend Shares on the JSE in order to be recorded in
the register to vote at the Scheme Meeting on Tuesday, 19 September
Voting Record Date to be eligible to vote at the Scheme Meeting Friday, 22 September
Last date and time to lodge Forms of Proxy (blue) in respect of the Scheme
Meeting with the transfer secretaries by 10:00 on (alternatively, the form of
proxy (blue) may be handed to the chairperson of the Scheme Meeting at any
time) Thursday, 28 September
Last date for Shareholders to give Notice of Objection to the Scheme
Resolution in terms of section 164(3) of the Companies Act by no later than
10:00 on Monday, 2 October
Scheme Meeting to be held at 10:00 on Monday, 2 October
Results of Scheme Meeting published on SENS Monday, 2 October
Results of Scheme Meeting published in the Press on or about Tuesday, 3 October
If the Scheme Resolution is approved at the Scheme Meeting by Scheme Members with sufficient
voting rights:
Last day for Shareholders who voted against the Scheme Resolution to require
the Company to seek Court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (if at least 15% of the total votes of
Shareholders at the Scheme Meeting were exercised against the Scheme), on Monday, 9 October
Last day on which Shareholders who voted against the Scheme Resolution
can make application to Court in terms of section 115(3)(b) of the Companies
Act (if at least 15% of the total votes of Shareholders at the Scheme Meeting
were exercised against the Scheme), on Monday, 16 October
Last date for the Company to give Notice of Adoption in terms of section 164(4)
of the Companies Act on Monday, 16 October
Last date for Dissenting Shareholders, by reason of adoption of the Scheme
Resolution, to make Valid Appraisal Demands in terms of section 164(7) of the 20 Business Days after
Companies Act Notice of Adoption issued
The following dates assume that no Court approval or review of the Scheme in terms of section 115(3)
of the Companies Act is required and that all the Scheme Conditions Precedent are fulfilled or, where
applicable, waived and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional:
Expected date on which the Scheme is declared wholly unconditional and TRP
clearance certificate received Wednesday, 18 October
Finalisation announcement in respect of the Scheme expected to be published
on SENS by 11:00 on Tuesday, 31 October
Finalisation announcement in respect of the clean-out distribution expected to
be released on SENS by 11:00 on Tuesday, 31 October
Expected Scheme LDT to be recorded in the Register on the Scheme Record
Date on Tuesday, 7 November
Expected LDT to be recorded in the Register on the Clean-out Distribution
Record Date to receive the Clean-out Distribution on Tuesday, 7 November
Expected date of suspension of listing of Shares on the JSE on Wednesday, 8 November
Scheme Record Date to receive settlement of the Scheme Consideration in
terms of the Scheme on Friday, 10 November
Expected Clean-out Distribution Record Date on Friday, 10 November
Expected Scheme Implementation Date on Monday, 13 November
Dematerialised Scheme Participants expected to have their accounts held at
their Broker or CSDP debited with the Scheme Consideration (Discharge Date)
on Monday, 13 November
Expected date of settlement of the Scheme Consideration (Discharge Date) to
be paid electronically to certificated Scheme Participants on Monday, 13 November
Expected date for the Clean-out Distribution to be paid to Transcend
Shareholders recorded in the Register on the Clean-out Distribution Record
Date on Monday, 13 November
Expected date of the termination of listing of the Shares on the JSE at the
commencement of trade on Tuesday, 14 November
Notes:
1. All dates and times in respect of the Scheme are subject to change with the approval of the JSE and/or the
TRP to the extent required. The dates have been determined based on certain assumptions regarding the
dates by which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be
obtained and that no Court approval or review of the Scheme will be required. Any change of the dates will
be released on SENS.
2. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons
who acquire Transcend Shares after the Voting LDT (i.e., Tuesday, 19 September 2023) will not be eligible
to vote at the Scheme Meeting but will, provided the Scheme is approved and they acquire the Transcend
Shares on or prior to the Scheme LDT (expected to be Tuesday, 7 November 2023), participate in the
Scheme.
3. For administrative purposes, Shareholders are requested to submit a Form of Proxy (blue) to the Transfer
Secretaries before 10:00 on Thursday, 28 September 2023. A Form of Proxy (blue) not lodged with the
Transfer Secretaries may be handed to the Chairperson of the Scheme Meeting at any time before the
appointed proxy exercises any of the relevant Shareholder’s rights at the Scheme Meeting (or any
adjournment of the Scheme Meeting). Dematerialised Shareholders who are not Own-name Dematerialised
Shareholders but who wish to attend the Scheme Meeting or appoint a proxy to represent them at the
Scheme Meeting should instruct their CSDPs or Brokers to issue them with the necessary letters of
representation to attend the Scheme Meeting in the manner stipulated in their Custody Agreement.
4. If the Scheme Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial Scheme
Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
5. All times given in the Scheme Circular are local times in South Africa.
6. If the Scheme becomes operative, share certificates may not be Dematerialised and Dematerialised Shares
may not be rematerialised (i.e., converted into physical Documents of Title) after the Scheme LDT.
4. Responsibility statements
The Independent Board accepts responsibility for the information contained in this announcement insofar as it
relates to Transcend. To the best of its knowledge and belief, the information contained in this Firm Intention
Announcement is true and correct and the announcement does not omit anything likely to affect the importance
of the information.
The board of directors of Emira accepts responsibility for the information contained in this announcement insofar
as it relates to Emira. To the best of its knowledge and belief, the information contained in this Firm Intention
Announcement is true and the announcement does not omit anything likely to affect the importance of the
information.
Bryanston
1 September 2023
Corporate Advisor and Transaction Sponsor Independent Expert
Questco Proprietary Limited Valeo Capital Proprietary Limited
Debt Sponsor to Emira
Rand Merchant Bank, a division of FirstRand
Bank Limited
Date: 01-09-2023 12:00:00
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