The transaction involved the negotiation of several comprehensive sale agreements with various escrow arrangements and complicated transfer duty, VAT and competition law issues. The transaction also involved negotiating a subscription of shares in Transcend for 25 per cent of the shareholding by JSE-listed, Emira Property Fund, as well as an underwriting agreement to a maximum of 34.9 per cent of Transcend and an underwriting agreement with South African Workforce Housing Fund PVE (SA) for ZAR 105 million. This was a Category 1 transaction in terms of the JSE Listing Requirements and required a circular to shareholders to obtain shareholder approval, on which our team was heavily involved.
We also acted for Transcend in the negotiation of circa ZAR 800 million facilities from a consortium of banks. Each of these stages in the transaction had to be finalised within a very short timeframe to meet the seller's requirements. Our team advised on all of the various hurdles, including finalisation of the acquisition agreements and obtaining transfer duty receipts; VAT structuring, obtaining Competition Authority approval; the conclusion of the underwriting and the facility agreements; the obtaining of shareholder approval; the publishing of SENS announcements and compliance with JSE Listings Requirements and the completion of all the conditions precedent to achieving the client's objectives on time. Our firm is also attending to the conveyancing of the units, which involves the opening of a number of sectional title schemes for the transaction.