Maitlantic 10 (Pty) Ltd and Clearance Cantara Fund, managed by Clearance Capital (Cayman) Limited (CC) intends to make a mandatory offer to acquire remaining 64.997% stake in Emira Property Fund Limited (JSE:EMI) from Tamela Holdings (Proprietary) Limited, Luxanio Trading 157 Proprietary Limited and others for ZAR 3.1 billion on April 22, 2021. Under the transaction, Offerors will acquire remaining shares of Emira at a price of ZAR 9.15 per share in cash. If all eligible Emira shareholders (excluding Tamela Holdings (Proprietary) Limited, Luxanio Trading 157 Proprietary Limited) accept the mandatory offer, then the aggregate mandatory offer consideration which may be paid should the mandatory offer be accepted by all offerees is ZAR 2.9 billion. If acceptances are received such that the aggregate mandatory offer consideration payable is less than or equal to ZAR 2.252 billion, then all offer shares will be acquired by Maitlantic. CC will only participate as co-offeror and will only acquire offer shares pursuant to the mandatory offer, once acceptances are received such that the aggregate mandatory offer consideration exceeds ZAR 2.252 billion. CC will acquire offer shares for an aggregate mandatory offer consideration of not more than ZAR 150 million once, and only if, the initial acquisition threshold of approximately ZAR 2.252 billion is reached, whereafter Maitlantic will acquire further offer shares. Currently, Maitlantic hold 182,946,565 shares in Emira, comprising approximately 35.003% of the issued share capital of Emira and CC do not hold any shares in Emira. As of March 22, 2022, Maitlantic 10 (Pty) Ltd's shareholding stake in Emira has increased to a total of 45.25%.

The implementation of the mandatory offer is subject to the fulfilment (or waiver (to the extent legally permissible) by the offerors by notice to Emira) of the conditions precedent, by no later than September 30, 2021. Conditions precedent includes obtaining all regulatory approvals, consents or waivers from those regulatory authorities as may be required to implement the mandatory offer, including the Takeover Regulation Panel (“TRP”) having issued a compliance certificate in respect of the mandatory offer in terms of section 119(4)(b) of the Companies Act; the Competition Tribunal granting the approvals; the South African Reserve Bank granting such approvals as may be required in terms of the South African Exchange Control Regulations to implement the mandatory offer, either unconditionally or subject to such conditions acceptable to the offerors; and the TRP approving the offer circular and independent board response circular to be provided to hareholders of Emira in respect of the mandatory offer. The offerors have received irrevocable undertakings from two shareholders, being Tamela Holdings (Proprietary) Limited and Luxanio Trading 157 Proprietary Limited, who each hold or control 13,066,682 ordinary shares in Emira, comprising approximately 5% of the issued ordinary shares of Emira, that they will, inter alia, reject the mandatory offer.

In accordance with the provisions of the Companies Act and the Takeover Regulations, an independent sub-committee of the board of directors of Emira, comprising Gerhard van Zyl, Wayne McCurrie and Vuyisa Nkonyeni, (the “independent board”) has been appointed for the purposes of considering the mandatory offer in accordance with the requirements of the Takeover Regulations. The independent board will appoint an independent expert in accordance with the requirements of the Takeover Regulations to advise the Emira board and report to the Emira board on the mandatory offer by way of a fair and reasonable opinion. The mandatory offer will remain open for acceptance for at least 30 business days after the opening date of the mandatory offer starting May 24, 2021, and at least 10 business days after the mandatory offer has been declared wholly unconditional. As of August 19, 2021, Competition Tribunal of South Africa approved the transaction.

Macquarie Group Limited (ASX:MQG) acted as financial advisor and Allen & Overy LLP acted as legal advisor to Emira. Java Capital (Proprietary) Limited acted as financial advisor and Edward Nathan Sonnenbergs Inc. acted as legal advisor to Clearance Cantara Fund and Clearance Capital (Cayman) Limited.