| Fri 3 Apr 2009, 17:47 | | RDF/APA/APB/AXC - Redefine/ApexHi - Replacement of |
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APA RDF APB AXC
APA RDF
RDF/APA/APB/AXC - Redefine/ApexHi - Replacement of announcement released at
15h31 - Results Of The Apexhi Scheme Meetings
Redefine Income Fund Limited
Registration No. 1999/018591/06
Share Code: RDF
ISIN Code: ZAE000023503
("Redefine" or "the proposer")
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
JSE share code: APA ISIN: ZAE000083598
APB ISIN: ZAE000083580
AXC ISIN: ZAE000083606
("ApexHi")
RESULTS OF THE APEXHI SCHEME MEETINGS
Separate scheme meetings of the:
- the ApexHi "A" linked unitholders other than Redefine and its subsidiaries
(the "A scheme members") in their capacity as shareholders of ApexHi in
respect of the "A" shares held by them and in their capacity as creditors
of ApexHi in respect of the "A" debentures in ApexHi held by them;
- the ApexHi "B" linked unitholders other than Redefine and its subsidiaries
(the "B scheme members") in their capacity as shareholders of ApexHi in
respect of the "B" shares held by them and in their capacity as creditors
of ApexHi in respect of the "B" debentures in ApexHi held by them;and
- the ApexHi "C" linked unitholders other than Redefine and its subsidiaries
(the "C scheme members") in their capacity as shareholders of ApexHi in
respect of the "C" shares held by them and in their capacity as creditors
of ApexHi in respect of the "C" debentures in ApexHi held by them,
(collectively the "scheme meetings") were held on Friday 3 April 2009 for the
purposes of considering and, if deemed fit, approving:
- the scheme of arrangement (the "ApexHi A scheme") proposed by Redefine
between ApexHi and the ApexHi "A" linked unitholders, other than Redefine
and its subsidiaries;
- the scheme of arrangement (the "ApexHi B scheme") proposed by Redefine
between ApexHi and the ApexHi "B" linked unitholders, other than Redefine
and its subsidiaries;and
- the scheme of arrangement (the "ApexHi C scheme") proposed by Redefine
between ApexHi and the ApexHi "C" linked unitholders, other than Redefine
and its subsidiaries,
(collectively the "ApexHi schemes") on the terms set out in the respective
scheme circulars dated 12 March 2009.
ApexHi linked unitholders are advised that at the scheme meetings:
- the ApexHi A scheme was approved by the requisite majorities of A scheme
members;
- the ApexHi B scheme was approved by the requisite majorities of B scheme
members; and
- the ApexHi C scheme was approved by the requisite majorities of C scheme
members,
in terms of sections 311(2)(a) and 311(2)(b) of the Companies Act, 61 of 1973.
The Chairman of the scheme meetings is to report back to The South Gauteng High
Court (Johannesburg) ("the Court") on Tuesday, 9 June 2009 ("the return date")
at 10h00 or so soon thereafter as Counsel may be heard for the sanctioning of
the ApexHi schemes. ApexHi linked unitholders are entitled to attend or be
represented by Counsel at the Court on the return date. Copies of the Chairman`s
reports on the scheme meetings will be available to any ApexHi linked unitholder
on request, free of charge, at ApexHi`s registered office (2nd Floor, Broll
House, 27 Fricker Road, Illovo, Johannesburg, 2196) and at the offices of the
Chairman c/o Werksmans Incorporated (155 - 5th Street, Sandton, Johannesburg,
2196) during normal office hours for at least one week before the return date.
In addition to the sanctioning by the Court and the registration by CIPRO of
such Court Orders, the ApexHi schemes remain conditional upon:
- the requisite approvals by the linked unitholders of Madison Property Fund
Managers Holdings Limited and Madison Property Fund Managers Limited
(collectively "Madison") of, and the Court sanction of, the scheme of
arrangement proposed by Redefine between Madison and its unitholders and
the registration by CIPRO of such order; and
- the approval of the Competition Authorities for the merger of Redefine,
ApexHi and Madison.
Further announcements regarding the fulfilment of the outstanding conditions and
the date on which the ApexHi schemes will be implemented will be released on
SENS and published in the press in due course.
3 April 2009
Corporate advisor, legal advisor and sponsor to Redefine and
sponsor to ApexHi
Java Capital (Proprietary) Limited
Independent sponsor to ApexHi
Deloitte & Touche Sponsor Services (Proprietary) Limited
Independent advisor to ApexHi
Deloitte & Touche Corporate Finance
Attorneys to the scheme
Fluxmans Inc.
Date: 03/04/2009 17:27:03 Produced by the JSE SENS Department.
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