| Wed 12 Mar 2008, 16:34 | | APA/APB/AXC - ApexHi - Issue of units to the APEXH |
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APA APB AXC
APA
APA/APB/AXC - ApexHi - Issue of units to the APEXHI charitable trust
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
Share codes: APA ISIN codes: ZAE000083598
APB ZAE000083606
AXC ZAE000083580
("ApexHi")
ISSUE OF UNITS TO THE APEXHI CHARITABLE TRUST
INTRODUCTION
Unit holders are advised that, as part of its broader social investment and
broad based benefit initiatives, ApexHi proposes issuing 20 million ApexHi A, B
and C units to a charitable trust (the "trust") to be established and funded by
ApexHi.
The object of the trust will be to make charitable donations and distributions
designed to have a significant positive impact in locations where ApexHi is
invested.
THE CHARITABLE TRUST
Subject to all necessary unitholder approvals:
- ApexHi will issue 20 million ApexHi A, B and C units (the "trust units") to
the trust at a price (the "subscription price") per combined A, B and C
unit equivalent to the volume weighted average price at which ApexHi A, B
and C units trade for the 20 days preceding the date of the general meeting
at which the issue of the trust units is approved. The issue of the trust
units will increase ApexHi`s units in issue by 7.6%;
- the total subscription price payable for the trust units will be financed
by a loan from ApexHi (the "trust loan"). The trust loan, which will be
secured by a pledge of the trust units, will be repayable after three years
or earlier out of the proceeds of the sale by the trust of the trust units.
The interest on the trust loan will be equivalent to the interest
distributions received on the trust units.
The trust will generate its capital from the profit on the trust units. Once the
trust loan has been repaid, the income generated from the trust capital will be
used to make donations and distributions designed to impact positively in the
locations where ApexHi is invested. Based on an assumed 20% increase in the
price at which ApexHi combined units trade over the period of the trust loan,
the trust will generate approximately R150 million in trust capital from which
it could generate in the region of R15 million a year in income available for
charitable distributions.
While ApexHi will have the right to appoint a trustee and will report on the
activities of the trust in its annual report, the trust will operate
independently of ApexHi and will have a majority of independent trustees.
PRO FORMA FINANCIAL EFFECTS
Given that the interest received by ApexHi on the trust loan will be equivalent
to the distributions payable on the trust units, the issue of the trust units
will have no effect on ApexHi`s earnings, headline earnings or distributions per
unit on a pro forma historical basis. The pro forma financial effects of the
issue of the trust units on the net asset value and net tangible asset value per
share is set out below.
The pro forma financial effects are provided for illustrative purposes and due
to their nature may not give a realistic picture of ApexHi`s financial results
and position after the issue of the new units. The pro forma financial effects
are the responsibility of the board of directors of ApexHi:
before the issue Pro forma after Change
of the trust units the issue of the
(Rands) trust units
(Rands)
%
Net asset and tangible 26.02 26.89 3.3%
asset value per ApexHi
combined unit
Notes:
1 The net asset value and net tangible asset value per combined ApexHi A, B
and C unit, as set out in the "before the issue of the trust units" column
of the table, is extracted from the ApexHi`s reviewed balance sheet as at
31 December 2007
2 The net asset value and net tangible asset value per combined ApexHi A, B
and C unit, as set out in the "pro forma after the issue of the trust
units" column of the table, is based on the assumption that the trust units
were issued on 31 December 2007 at a subscription price of 38.34 cents per
combined A, B and C unit (being the volume weighted average price at which
such units traded for the 20 days preceding the date of this
announcement)and the cash proceeds were utilised to advance the trust loan
on the same date.
COSTS
Madison Property Fund Managers, the asset manager of ApexHi, has agreed that no
asset management fees will be payable in respect of the trust units until the
trust loan is repaid. In addition, Java Capital, ApexHi`s corporate and legal
advisor and sponsor, has agreed not to charge for its services in relation to
the establishment of the trust and the issue of the trust units. Accordingly the
costs of issuing the trust units will be minimal.
FURTHER DOCUMENTATION
A circular to ApexHi unitholders giving further details in relation to the trust
and including a notice of general meeting at which unitholders will be asked to
give all necessary approvals for the issue of the trust units and the advancing
of the trust loan will be sent to shareholders in due course.
12 March 2008
Corporate and legal advisor and sponsor
Java Capital (Proprietary) Limited
Date: 12/03/2008 16:34:45 Produced by the JSE SENS Department.
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