| Fri 20 Feb 2009, 16:27 | | APA / APB / AXC / ABT - ApexHi / Ambit - Proposed Acquisition By Apexhi Of 100% |
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APA / APB / AXC / ABT - ApexHi / Ambit - Proposed Acquisition By Apexhi Of 100%
Of Ambit And Apexhi Cautionary Announcement
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")
Ambit Properties Limited
Registration No. 2001/007003/06
Share Code: ABT
ISIN: ZAE000051645
("Ambit")
PROPOSED ACQUISITION BY APEXHI OF 100% OF AMBIT AND APEXHI CAUTIONARY
ANNOUNCEMENT
INTRODUCTION
ApexHi has informed the board of Ambit of its firm intention to make an offer to
acquire all of the Ambit linked units that it does not already own (the "scheme
units") pursuant to a scheme of arrangement (the "Ambit scheme") in terms of
section 311 of the Companies Act between Ambit and its linked unit holders
(other than ApexHi) ("the Ambit Scheme participants").
RATIONALE FOR THE AMBIT SCHEME
In November 2008, ApexHi concluded agreements in terms of which it effectively
acquired 175 856 358 Ambit linked units (although the acquisition of 110 000 000
of these units is still subject to Competition approval). At the time of that
acquisition, ApexHi announced that it would consider increasing its stake in
Ambit if the opportunity to do so arose.
The Ambit scheme is in line with this intention and, if implemented, will result
in ApexHi acquiring 100% control of a sizable portfolio of properties that is
complimentary to ApexHi`s existing portfolio.
For Ambit scheme participants, the Ambit scheme will (to the extent that Ambit
scheme participants elect to receive the consideration units referred to below)
result in the Ambit scheme participants swapping their scheme units for units in
the larger and more liquid ApexHi. The Ambit scheme also avoids the negative
consequences that may otherwise result from Ambit remaining listed with two
significant unitholders (ApexHi and Absa Bank Limited) who may have different
intentions in regard to their investment in Ambit.
TERMS OF THE AMBIT SCHEME
Scheme Consideration:
In terms of the Ambit scheme, ApexHi will acquire the scheme units for a
consideration comprising, at the election of each participant, either:
- one ApexHi A, B and C unit for every 9.55 Ambit linked units held by the
Ambit scheme participants (the "consideration units"); or
- a cash consideration (the "cash consideration") of R3.45 per Ambit unit,
in the absence of an election the Ambit scheme participants will be deemed to
have elected to receive the consideration units as opposed to the cash
consideration.
The effective date of the scheme
The effective date of the Ambit scheme will be 1 April 2009 and accordingly,
Ambit`s income distribution/s:
- for the 6 months ending 31 March 2009 will be for the benefit of Ambit unit
holders and will be distributed prior to the implementation of the Ambit
scheme;
- in respect of all income periods commencing on or after 1 April 2009 will
be for the benefit of ApexHi.
Ambit unit holders who accept the consideration units:
- will not participate in ApexHi`s income distribution for the 3 months
ending 31 March 2009 which will be distributed prior to the implementation
date of the Ambit scheme;
- will participate in all ApexHi income distributions for income periods
commencing on or after 1 April 2009.
Conditions precedent to the Ambit scheme
The Ambit scheme is conditional upon:
- the required approvals from ApexHi`s unit holders;
- the required approvals from Ambit unit holders at the scheme meetings
called to sanction the Ambit scheme;
- the sanctioning of the scheme by the High Court;
- the registration by the Registrar of a notarially certified copy of the
Order of Court sanctioning the scheme in terms of the Act;
- unconditional approval (or approval on conditions acceptable to ApexHi)
from the South African Competition authorities for the implementation of
the scheme; and
- any other regulatory approvals required for the implementation of the
scheme,
by no later than 15 June 2009 (or such later date as may be agreed in writing by
ApexHi and Ambit) failing which the scheme will be of no force and effect.
Irrevocable undertakings and cash confirmation
ApexHi has received signed irrevocable undertakings to vote in favour of the
scheme and to elect the units consideration from:
Absa Bank Limited in respect of 174 445 954 Ambit units (representing
approximately 53.1% of the scheme units); and
Redefine Income Fund Limited in respect of 46 660 824 Ambit units (representing
approximately 14.2% of the scheme units).
Accordingly the maximum aggregate cash consideration payable under the scheme
will be R371,251,812 and (as required in terms of the Securities Regulation Code
on Takeovers and Mergers), ApexHi has provided the Securities Regulation Panel
with confirmation sufficient cash resources are available to ApexHi in this
regard.
De-listing
If the scheme is implemented, ApexHi will own 100% of the linked units in Ambit
and Ambit`s linked units will be delisted from the JSE.
IMPACT OF THE REDEFINE TRANSACTION
As set out in the joint ApexHi, Madison, Redefine announcement released on SENS
on 15 January 2009, Redefine has formally advised the board of ApexHi of its
firm intention to make an offer to acquire all of the ApexHi units that it does
not already own (the "Redefine transaction").
The Ambit scheme will be implemented before the Redefine transaction, however
Ambit scheme participants electing to receive the consideration units may be
required to dispose of all or some of their consideration units in return for
Redefine units shortly after the implementation of the Ambit scheme.
If this is the case the Ambit scheme participants will receive:
- 2.02 Redefine units for every ApexHi A unit sold in terms of the Redefine
transaction;
- 2.468 Redefine units for every ApexHi B unit sold in terms of the Redefine
transaction; and
- 1.04 Redefine units for every ApexHi C units sold in terms of the Redefine
transaction.
An Ambit scheme participant who disposes of all of its consideration units in
terms of the Redefine transaction will, effectively, receive 1 Redefine unit for
every 1.73 Ambit linked units held by them.
Further details on the effect of the Redefine transaction on the Ambit scheme
participants will be included in the scheme circular referred to below and Ambit
scheme participants will be regularly updated on the progress of the Redefine
transaction by way of SENS announcements.
EXTERNAL ADVICE AND THE VIEWS OF THE AMBIT BOARD
The Ambit board will appoint independent advisors to provide external advice as
required in terms of the SRP Code. The substance of the external advice and the
views of the boards will be set out in the circulars to be posted to ApexHi and
Madison unitholders.
APEXHI CAUTIONARY ANNOUNCEMENT
In terms of the JSE Listing Requirements, the Ambit scheme is a category 2
acquisition for ApexHi and the acquisition of the scheme units owned by Redefine
pursuant to the Ambit scheme is a small related party transaction both of which
require the publication by ApexHi of an announcement containing the financial
effects of the Ambit scheme as well as certain information in relation to the
Ambit property portfolio.
These details are in the process of being finalised and the announcement will be
published in due course. Pending this announcement, ApexHi unitholders are
advised to exercise caution in dealing in their securities.
FURTHER DOCUMENTATION
A scheme circular containing further details in relation to the Ambit scheme and
incorporating notices of the Ambit scheme meetings will be posted to Ambit
unitholders in due course. As ApexHi`s authorised but unissued share capital is
not under the control of its directors, a circular will also to ApexHi
unitholders seeking their approval for the issue of the consideration units.
20 February 2009
Corporate advisor, sponsor and legal advisor to Redefine
Java Capital (Proprietary) Limited
Corporate advisor and sponsor to Ambit
Grindrod Bank Corporate Finance
Legal advisor to Ambit
Cliffe Dekker Hofmeyr Inc
Date: 20/02/2009 16:27:23 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
