RDC Properties Limited (BSM:RDCP) made a non-binding expression of interest to acquire 97.9% stake in Tower Property Fund Limited (JSE:TWR) from Prescient Investment Management (Pty) Ltd., Allan Gray Limited, Bridge Fund Managers, and others for ZAR 1.3 billion on May 27, 2021. The consideration will comprise of a cash offer of ZAR 4.0 per share and the transaction will be effected through a scheme of arrangement. If the Scheme fails to become operative, a standby general offer will be made to acquire Tower shares for ZAR 4.0 per share which will be conditional on RDC receiving enough acceptances that RDC will obtain control of Tower. As of October 7, 2021, offer price was set to ZAR 3.776 per share. RDC intends to fund the transaction consideration of BWP 980 million (approximately ZAR 1.2 billion) using its own capital resources, funded by way of a combination of debt and equity, through additional long-term debt funding and a rights offer to RDC unit holders to raise up to BWP 730 million (approximately ZAR 945 million) of new equity. RDC has received written confirmation from a select number of existing unitholders that they will follow their rights and subscribe for additional RDC linked units in respect of 100% of the Potential Rights Offer. Tower will be delisted conditional on shareholders’ approval, all approvals, consents and waivers from regulatory authorities as may be necessary for the Scheme to be implemented, including the JSE, Takeover Regulation Panel and the relevant Competition Authorities are obtained. RDC has engaged with key Tower shareholders and obtained a combination of irrevocable letters and in-principal support to vote in favour of all resolutions required to implement the Potential Transaction from 69% of Tower shareholders. As on October 25, 2021, The shareholders meeting will be held on November 24, 2021. As of December 9, 2021, all outstanding conditions precedent to the Scheme have now been fulfilled and accordingly, the General Offer has lapsed. The Expected Scheme Consideration Record date is December 24, 2021.The expected Operative Date is December 28, 2021, if scheme is operative. f the Scheme does not become unconditional and the General Offer is implemented Expected General Offer Closing Date is December 24, 2021. As of December 8, 2021, African Takeover Regulation Panel declared the transaction unconditional. Prescient Investment Management (Pty) Ltd., Allan Gray Limited, and Bridge Fund Managers representing 57.7% of the shareholding of Tower have entered into irrevocable letters to support the transaction. An Independent Board comprising of John Bester, Andrew Dalling, Athi Magwentshu, Nicola Milne, and Raven Naidoo has been formed by the Board of Directors of Tower to consider and engage with RDC regarding the transaction. Ferryman Capital Partners acted as corporate advisor; and Cliffe Dekker Hofmeyr acted as legal advisor to Tower. Investec Bank Limited acted as a corporate advisor; and Fluxmans and Neill Armstrong acted as legal advisors to RDC. QuestCo (Pty) Limited acted as fairness opinion provider. RDC Properties Limited (BSM:RDCP) completed the acquisition of 97.9% stake in Tower Property Fund Limited (JSE:TWR) from Prescient Investment Management (Pty) Ltd., Allan Gray Limited, Bridge Fund Managers, and others on December 9, 2021. Tower will delist from the JSE at the end of December 2021.