21 May - 6 min read

Posting of offer circular and salient dates and times

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.

                                                                                                                 2021

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
                                                                                                                 date

Finalisation date announcement published in the press                               The second business day after the
                                                                                       mandatory offer becomes wholly
                                                                                                        unconditional

Last day to trade in Emira shares in order to participate in the mandatory offer     Three business days prior to the
                                                                                                         closing date

Emira shares trade “ex” the mandatory offer                                            Two business days prior to the
                                                                                                         closing date

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
                                                                                                         closing date

Results of mandatory offer to be published in the press                               Within two business days of the
                                                                                                         closing date

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


Notes:
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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