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TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED - Posting of Scheme Circular and salient dates and times in respect of the Scheme

Release Date: 01/09/2023 12:00
Wrap Text
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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