Redefine Properties Limited (JSE:RDF) made a non-binding proposal to acquire to acquire an additional 46.3% stake in EPP N.V. (JSE:EPP) for ZAR 5.4 billion on November 8, 2021. Pursuant to the terms of the proposal, Redefine Properties Limited will make an offer to EPP N.V., shareholders that will afford EPP N.V., shareholders an ability (but without any obligation) to swap their EPP N.V., shares for Redefine Properties Limited shares at an independently verified fair swap ratio and ultimately making it a subsidiary. The consideration in exchange for Redefine shares at a swap ratio of 2.70 Redefine shares per EPP share acquired. The proposed transaction would be conditional on, inter alia, EPP N.V. implementing (post its delisting) certain restructuring transactions (including the disposal of non-prime property portfolios to joint venture companies to be owned by EPP N.V., and certain identified third-party investors) that will significantly bolster EPP N.V.'s balance sheet, generate much needed liquidity and materially reduce EPP N.V.'s LTV. The restructuring should also allow EPP N.V., to return to a dividend paying position in the short term in line with its core investment proposition. An Independent Committee of the EPP N.V., Board (comprising certain independent members of the EPP N.V., Board) has been constituted and, together with advisors appointed by the Independent Committee, is considering the proposal.

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.

Redefine Properties Limited (JSE:RDF) completed the acquisition of an additional 42.03% stake in EPP N.V. (JSE:EPP) for ZAR 4.5 billion on March 4, 2022. Redefine Properties will issue 1.03 billion shares for the transaction. Following the implementation of the Redefine offer and the repurchase by EPP of 75 million EPP shares from I Group, Redefine will hold 79.4 million EPP shares. The listing of EPP shares on the Main Board of the JSE and the official list of the LuxSE will be terminated at the commencement of trade on Tuesday, 8 March 2022.