Redefine Properties Limited made a non-binding proposal to acquire to acquire an additional 46.3% stake in EPP N.V. for ZAR 5.4 billion.
The proposal is subject to approval by the EPP N.V., Board and, on certain aspects, by EPP N.V., and Redefine Properties Limited shareholders. As on November 29, 2021, the EPP board of directors has resolved that, subject to the fulfilment of relevant conditions, it would be in the best interests of EPP to seek a delisting of EPP shares from both the Johannesburg Stock Exchange and the Luxembourg Stock Exchange. If an EPP shareholder is not able to accept the Redefine offer and does not wish to retain unlisted EPP shares, he or she should dispose of the EPP shares held prior to the last day to trade for purposes of participating in the Redefine offer (expected to be on or about Tuesday, 15 February 2022). The EPP board, upon unanimous advice from the independent committee approved the transaction. The transaction is also subject to EPP and Redefine obtaining all requisite regulatory approvals including the approval of the JSE, LuxSE and the relevant competition authorities. An extraordinary general meeting of EPP shareholders will be held on January 21, 2022. The shareholders of Redefine approved the transaction on January 20, 2022. The transaction was approved by the shareholders of EPP on January 21, 2022. As of February 22, 2022, all the conditions precedent to the offer have been fulfilled or waived. Accordingly, the offer is now unconditional and open for acceptances by relevant EPP shareholders on an unconditional basis. The offer is expected to close on February 8, 2022. As of February 22, 2022, the offer will close on March 4, 2022. EPP shares are expected to be de-listed on the JSE and LuxSE at the commencement of trade on or about March 8, 2022. Loyens & Loeff N.V. acting as a legal advisor to EPP N.V. Cliffe Dekker Hofmeyr acting as a legal advisor to Redefine Properties. Deloitte & Touche acted as a fairness opinion provider to EPP board. Computershare South Africa acted as registrar to EPP. Dentons Luxembourg, Dentons Europe Dabrowski i Wspolnicy sp. k. and Dentons Europe LLP acted as legal advisor to Redefine.