SA Corporate Real Estate Limited (JSE:SAC) entered into a scheme implementation agreement to acquire Indluplace Properties Limited (JSE:ILU) from Fairvest Limited (JSE:FTA), The Buffet Bewind Trust and others for ZAR 1.1 billion on March 14, 2023. The offeror will pay a cash consideration of ZAR 3.40 cash per share for each Indluplace share. The proposed transaction will be implemented by way of a scheme of arrangement. In the event that the scheme is implemented, Indluplace will become a wholly owned subsidiary of SA Corporate, and accordingly, the listing of Indluplace shares on the main board of the JSE will be terminated.

SA Corporate has received written irrevocable undertakings from Fairvest and The Buffet Bewind Trust in respect of the total 214,021,647 Indluplace shares, representing approximately 63.5% stake. The transaction is subject to approval of majority of Indluplace shareholders at the scheme meeting, the High Court of South Africa, the providers of debt funding to Indluplace, the receipt of any and all regulatory approvals, including but not limited to the relevant competition authorities, the JSE and the TRP. SA Corporate shareholder approval is not required. Indluplace constituted an Independent Board, comprising Selwyn Noik, Nindiphiwe Tetyana and Clifford Abrams, to consider and engage with SA Corporate in relation to the scheme. The Indluplace Independent Board will appoint an independent expert to review the terms of the scheme and to provide an independent expert's report. As of June 5, 2023, the requisite majority of Indluplace shareholders have approved the transaction.

Cliffe Dekker Hofmeyr Incorporated acted as legal advisor of SA Corporate.