Posting of offer circular and salient dates and times
EMIRA PROPERTY FUND LIMITED MAITLANTIC 10 PROPRIETARY LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 2014/130842/06) (Registration number 2019/539058/07)
JSE share code: EMI ISIN: ZAE000203063
JSE Interest Rate Issuer Code: EMII CLEARANCE CANTARA MASTER FUND LTD
(Approved as a REIT by the JSE) Incorporated in the Cayman Islands
(“Emira” or the “Company”) (Registration No. MC-306182)
(collectively, the “offerors”)
POSTING OF OFFER CIRCULAR AND SALIENT DATES AND TIMES
Emira shareholders are referred to the firm intention announcement published on SENS on 23 April 2021 wherein
they were advised that the offerors would proceed to make a mandatory offer, as required in terms of section 123 of
the Companies Act, 71 of 2008 read with the Regulations published in terms of the Companies Act to acquire all of
the Emira shares not already held by the offerors, their holding companies or their holding companies’ other
subsidiaries, for an offer consideration of R9.15 per Emira ordinary share (the “mandatory offer”).
The offerors have, on Friday, 21 May 2021, distributed a circular (the “offer circular”) to Emira shareholders relating
to the mandatory offer and detailing the terms and conditions of the mandatory offer, including the manner in which
the mandatory offer will be implemented.
Copies of the offer circular are available on the website of Maitlantic 10 (Pty) Ltd’s holding company, the I Group,
at www.theigroup.co.za. Due to the COVID-19 pandemic and the resultant lockdown regulations, hard copies of the
offer circular will not be available for inspection.
The salient dates and times relating to the mandatory offer are detailed below.
Firm intention announcement published on SENS Friday, 23 April
Offer circular posted to Emira shareholders and announcement relating to the Friday, 21 May
issue of the circular released on SENS on
Announcement relating to the issue of the offer circular published in the press Monday, 24 May
Mandatory offer opens at 09:00 on Monday, 24 May
Anticipated date for posting of the Emira independent board response circular Monday, 21 June
Anticipated date for receipt of approval by the Competition Authorities (the Thursday, 12 August
mandatory offer becomes wholly unconditional) (see note 3)
Finalisation date announcement (including the timetable in respect of the The first business day after the
mandatory offer and the closing date) published on SENS mandatory offer becomes wholly
unconditional and at least ten
business days prior to the closing
Finalisation date announcement published in the press The second business day after the
mandatory offer becomes wholly
Last day to trade in Emira shares in order to participate in the mandatory offer Three business days prior to the
Emira shares trade “ex” the mandatory offer Two business days prior to the
Record date on which Emira shareholders must hold Emira shares in order to The closing date and the record
accept the mandatory offer date to be announced on SENS
and published in the press
Mandatory offer closes at 12:00 on The closing date and the record
date to be announced on SENS
and published in the press
Results of mandatory offer to be announced on SENS Within one business day after the
Results of mandatory offer to be published in the press Within two business days of the
Last date on which the mandatory offer consideration will be credited to
dematerialised shareholders who validly accept the mandatory offer’s account The first business day after the
with the relevant CSDP or broker as per notes 8 and 9 below with last payment closing date
on See notes 8 and 9 below
Last date on which the mandatory offer consideration posted to certificated
shareholders who validly accept the mandatory offer (subject to receipt by
Emira’s transfer secretaries of documents of title on or prior to 12:00 on the The first business day after the
closing date and a duly completed form of acceptance, surrender and transfer closing date
(blue)) as per notes 8 and 9 below with last payment on See notes 8 and 9 below
1. All dates and times indicated above are South African dates and times. The above dates and times are subject to amendment by the
offerors, subject to prior written approval from the Takeover Regulation Panel being obtained. Any such amendment will be released on
SENS and if required, published in the South African press.
2. Emira shareholders and/or their CSDPs or brokers are required to complete and return the form of acceptance, surrender and transfer
attached to the offer circular in accordance with the instructions contained therein to be received by Emira’s transfer secretaries by no
later than 12:00 on the closing date.
3. This date is dependent upon the offerors receiving the approval of the Competition Authorities and is subject to change. Any change to
the above date will be advised to Emira shareholders by release on SENS and, if required, publication in the South African press.
4. Emira shareholders whose Emira shares are held by their CSDPs or brokers as nominee are required to notify their duly appointed CSDP
or broker timeously of their intention to accept the mandatory offer in the manner and time stipulated in the custody agreement governing
the relationship between the Emira shareholder and the CSDP or broker.
5. In the case of Emira shareholders who have accepted the mandatory offer and who have surrendered their documents of title, payment of
the mandatory offer consideration will be deposited directly into each such Emira shareholder’s bank account, which an Emira shareholder
must instruct in writing, at the risk of the Emira shareholder concerned.
6. In the case of Emira shareholders whose Emira shares are held by their CSDPs or brokers as nominee, payment of the mandatory offer
consideration will be made by crediting their accounts at the CSDP or broker, as the case may be, in accordance with the custody agreement
governing the relationship between the Emira shareholder and the CSDP or broker concerned.
7. Emira shareholders should note that acceptance of the mandatory offer will, subject to paragraph 4.6 of the offer circular, be irrevocable.
8. In the event that the fulfilment of the conditions precedent is delayed, the above dates and times relating to the crediting and posting of
the mandatory offer consideration will be amended. Such amended dates and times will be announced on SENS and, if required, in the
South African press, in due course.
9. The mandatory offer consideration will be settled in cash, within six business days of the later of the mandatory offer being declared
wholly unconditional or acceptance of the mandatory offer.
OFFERORS’ RESPONSIBILITY STATEMENT
The offerors, to the extent that the information relates directly to the offerors:
- accept responsibility for the information contained in this announcement;
- confirm that to the best of their knowledge and belief, the information contained in this announcement is true
and correct; and
- confirm that this announcement does not omit anything likely to affect the importance of the information
contained in it.
21 May 2021
Corporate advisor to the offerors Legal advisor to the offerors
Java Capital ENS Africa
Date: 21-05-2021 04:00:00
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