| Wed 12 Nov 2008, 12:47 | | APA / APB / AXC - ApexHi Properties - Acquisition Of A Significant Stake In |
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APA APB AXC
APA
APA / APB / AXC - ApexHi Properties - Acquisition Of A Significant Stake In
Ambit Properties ("AMBIT")
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")
ACQUISITION OF A SIGNIFICANT STAKE IN AMBIT PROPERTIES LIMITED ("AMBIT")
INTRODUCTION
ApexHi unit holders are advised that ApexHi has concluded a number of agreements
to acquire (directly and indirectly) 175 856 358 Ambit units, representing
approximately 34.85% of the total number of Ambit units in issue (the
"acquisitions").
The acquisitions provide ApexHi with indirect exposure to a sizeable portfolio
of properties that is complimentary to ApexHi`s existing portfolio.
ApexHi will consider increasing its stake in Ambit if the opportunity to do so
arises.
TERMS OF THE ACQUISITIONS
65 856 358 of the Ambit units have been acquired directly from certain existing
Ambit unit holders, being The Sunset Trust, The KSK trust, LSP Investments No. 3
(Proprietary) Limited, D Phelps, L Phelps, K Phelps and LS Phelps (the
"vendors"), at a price of R3,40 per Ambit unit (R223 911 617.20 in aggregate).
The Ambit units were acquired ex the entitlement to the Ambit distribution for
the 6 month period ended 30 September 2008 which shall accrue to the vendors.
In addition, ApexHi acquired an indirect interest in 110 million Ambit units
through the acquisition of all of the shares in Business Venture Investments No.
1232 (Proprietary) Limited ("BVI"), a wholly owned subsidiary of Cape
Empowerment Trust Limited ("CET").
While the shares in BVI were acquired for a purchase consideration of R100,
ApexHi has undertaken:
to advance a loan to BVI to enable BVI to repay the third party loan advanced to
BVI to fund the acquisition of the Ambit units owned by BVI; and
upon the acquisition of the shares in BVI shares becoming unconditional, to
advance a further loan to BVI to enable the repayment of a portion of the
shareholder`s loan owing by BVI to CET (with the balance of the shareholder`s
loan being acquired by ApexHi for R100),
attributing a value to the Ambit units owned by BVI of R374 million (R3,40 per
Ambit unit) ex the entitlement to the Ambit distribution for the 6 month period
ended 30 September 2008 which shall accrue to CET.
The acquisition of the shares in BVI is conditional upon any approvals required
in terms of the Competition Act.
FINANCIAL EFFECTS OF THE ACQUISITIONS
The pro forma financial effects of the acquisitions on the historical earnings
per unit, headline earnings per unit, net asset value per unit and tangible net
asset value per unit of ApexHi are not significant.
CATEGORISATION OF THE ACQUISITIONS
Based on the purchase price payable for the shares in and claims against BVI,
the acquisitions are not categorisable for the purposes of the JSE Listings
Requirements.
Rosebank
12 November 2008
Corporate adviser, legal adviser and sponsor
Java Capital (Proprietary) Limited
Date: 12/11/2008 12:47:02 Produced by the JSE SENS Department.
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