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”)


ANNOUNCEMENT REGARDING A GENERAL OFFER BY EMIRA TO ACQUIRE UP TO 100% OF THE ISSUED
SHARES (OTHER THAN THOSE SHARES ALREADY OWNED) OF TRANSCEND RESIDENTIAL PROPERTY
FUND LIMITED (“TRANSCEND”)



1.     Introduction

       Emira Property Fund Limited (“the Offeror”) currently holds 66,697,178 shares in Transcend
       representing 40.69% of the issued share capital of Transcend.

       Emira has informed the board of directors of Transcend (“Transcend Board”) that it intends to make
       a General Offer to acquire up to 100% of the entire issued share capital of Transcend, other than
       those shares already owned by Emira, amounting to a maximum of 97,252,832 Transcend shares
       (“the Offer” or “the Proposed Transaction”).

       Shareholders and noteholders are referred to the firm intention announcement released on SENS
       by Transcend on 13 July 2022, incorporated herein by reference, which sets out the terms and
       conditions of the Offer.

2.     Rationale

       Following a recent strategic review by Emira of its portfolio of property investments and group
       structure, Emira’s board of directors (“the Emira Board”) concluded that, the current structure
       incorporating Transcend as an associate investment is not favourable, there are no benefits
       associated with maintaining two listed entry points into Transcend’s assets and Transcend would
       be better served becoming an Emira subsidiary, where Emira would exercise control.

       Emira has previously expressed its desire to increase its residential exposure to the lower LSM value
       offering segment of the market on which Transcend concentrates. Emira believes that, with
       Transcend as a subsidiary of Emira, greater synergies and a more focussed strategic drive to
       increase stakeholder value can be achieved (even more so in the unlisted environment) ensuring
       that less energy is spent on increasing the size and liquidity of Transcend, with a shift in focus to
       what will drive existing shareholder value.

       The Proposed Transaction provides Transcend shareholders with a liquidity event to convert their
       shareholding into cash in comparison to remaining invested into an illiquid small cap property fund
       that cannot achieve sufficient scale to justify the original listing intentions.
      This once off liquidity event is at a 12% premium to the R4.80 Clean closing price as at 7 July 2022
      and 10.5% to the 90 day volume weighted average traded Clean Price (“VWAP”) of Transcend
      shares on the JSE.

      The Proposed Transaction can be comfortably funded from Emira’s current balance sheet and
      available liquidity resources, and the impact will be positive to Emira’s distributable income per
      share, as well as adding to the ultimate net asset value per share for Emira shareholders.

      Irrevocable support for the Offer has already been provided by 16,7% of the Transcend
      shareholders.

3.    Information on Transcend

      Transcend is a specialist residential focused Real Estate Investment Trust, listed on the Main Board
      of the JSE.

      Transcend’s portfolio of properties comprises income generating residential properties, with a
      focus on housing opportunities that are affordable and lifestyle enhancing and located in well-
      situated and high growth urban areas. Transcend’s properties are located in Gauteng and the
      Western Cape.

4.    Categorisation and financial information

      The General Offer is categorised as a Category 2 transaction in terms of the JSE Listings
      Requirements and as such is not subject to Emira shareholder approval.

      The following financial information has been extracted from the audited annual financial
      statements of Transcend for the year ended 31 December 2021 (prepared in accordance with
      International Financial Reporting Standards):

      •        Net operating profit (R’000)                      166 871
      •        Net profit (R’000)                                219 757
      •        Dividend per share (cents)                        56.39
      •        Basic earnings per share (cents)                  166.27
      •        Headline earnings per share (cents)               87.95
      •        Net asset value per share (cents)                 808

5.    Responsibility statement

      The Emira Board accepts responsibility for the information contained in this announcement insofar
      as it relates to Emira. To the best of its knowledge and belief, such information contained herein is
      true and nothing has been omitted which is likely to affect the importance of such information.




Bryanston
13 July 2022
Corporate Advisor to Emira
DG Capital Advisory

Transaction Sponsor
Questco Corporate Advisory Proprietary Limited

Legal Advisor to Emira
White & Case

Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited