| Thu 16 Apr 2009, 17:28 | | APA / APB / AXC / ABT - ApexHi / Ambit - Salient D |
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APA / APB / AXC / ABT - ApexHi / Ambit - Salient Dates Announcement: Scheme Of
Arrangement And Delisting Of Ambit
ApexHi Properties Limited
Registration No. 1999/000238/06
Share codes: APA ISIN codes: ZAE000083598
APB ZAE000083606
AXC ZAE000083580
("ApexHi" or "the proposer)
Ambit Properties Limited
Registration No. 2001/007003/06
Share Code: ABT
ISIN code: ZAE000051645
("Ambit")
SALIENT DATES ANNOUNCEMENT: SCHEME OF ARRANGEMENT AND DELISTING OF AMBIT
Ambit unitholders are referred to the announcement dated 20 February 2009 in
respect of the proposed scheme of arrangement (the "scheme") in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973)as amended, between
Ambit and its linked unitholders in terms of which ApexHi will acquire all of
the linked units held by the Ambit unitholders other than ApexHi (the "scheme
participants"). In terms of the scheme, scheme participants may elect to
receive either: one ApexHi "A", one ApexHi "B" and one ApexHi "C" unit for
every 9.55 Ambit linked units (rounded up or down to the nearest whole number)
(the "consideration units"); or a cash consideration of R3.45 per Ambit linked
unit (the "cash consideration").In the absence of an election the scheme
participants shall be deemed to have elected to receive the consideration
units as opposed to the cash consideration.
A circular relating to the scheme has been dispatched to Ambit linked
unitholders today, 16 April 2009.
The salient dates regarding the implementation of the scheme are as follows:
2009
Last day to trade in Ambit linked units in order Tuesday, 28 April
to be recorded in the register to vote at the
scheme meetings (see note 2 below) on
Earliest record date to vote at the scheme Wednesday, 6 May
meetings by close of trading on
Last day for receipt of proxies for the Ambit Wednesday, 6 May
shareholders scheme meeting by 12:00
(see note 3 below) on
Last day for receipt of proxies for the Ambit Wednesday, 6 May
debenture holders scheme meeting by 12:15
(see note 3 below) on
Ambit shareholders scheme meeting to be held at Friday, 8 May
12:00 on
Ambit debenture holders scheme meeting to be held Friday, 8 May
at 12:15 (or ten minutes after the conclusion of
the Ambit shareholders scheme meeting, whichever
is the later) on
Results of scheme meetings released on SENS on Friday, 8 May
Results of scheme meetings published in the press Monday, 11 May
on
Receive approval from Competition Authorities Wednesday, 13 May
(see note 5 below) on
Conditional finalisation date on Thursday, 14 May
Court hearing to sanction the scheme (hereinafter Tuesday, 19 May
referred to as "the return date") on
Results of Court hearing released on SENS on Tuesday, 19 May
Results of Court hearing published in the press on Wednesday, 20 May
Registration of order by Registrar on Thursday, 21 May
IF THE SCHEME IS SANCTIONED AND BECOMES EFFECTIVE
Last day to trade in Ambit linked units in order Friday, 22 May
to participate in the scheme consideration
(see note 6 below) on
Suspension of listing of Ambit linked units at Monday, 25 May
commencement of trading on
The maximum additional shares ApexHi will be Monday, 25 May
listed on
Scheme consideration record date, being the date Friday, 29 May
on which scheme participants must be recorded in
the register to receive the scheme consideration,
by close of trading on
Scheme participants documents of title are to be Friday, 29 May
surrendered before 12:00 on (see note 7 below)
Operative date of the scheme at the commencement Monday, 1 June
of trading on
Scheme consideration posted to certificated scheme Monday, 1 June
participants (if documents of title are received
on or prior to 12:00 on the scheme consideration
record date) (see note 8 below) on or about
Dematerialised scheme participants` accounts (held Monday, 1 June
at their CSDP or broker) updated on
Termination of listing of Ambit linked units at Tuesday, 2 June
the commencement of trading on
Notes:
1. All dates and times may be changed by mutual agreement between Ambit and
the proposer. Any changes will be released on SENS and published in the press.
2. Affected Ambit linked unitholders should note that as transactions in
linked units are settled in the electronic settlement system used by Strate,
settlement of trades takes place five business days after such trade.
Therefore persons who acquire Ambit linked units after Tuesday, 28 April 2009
will not be eligible to vote at the scheme meeting, but will, provided the
scheme is approved and they acquire the Ambit linked units prior to Friday, 22
May 2009, participate in the scheme consideration.
3. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the relevant scheme meeting not later than
10 minutes before that scheme meeting or any postponed or adjourned scheme
meeting is due to commence or re-commence.
4. All times given in this announcement are local times in South Africa.
5. To the extent that approval from the Competition Authorities is not
obtained on or before the return date and should the scheme be sanctioned, an
announcement will be made on SENS and in the press advising scheme
participants of the final date, the scheme consideration record date and the
expected operative date.
6. Ambit linked unit certificates may not be dematerialised after Friday, 22
May 2009.
7. Scheme participants must advise their CSDP, banker or broker of their
election in the manner stipulated in the custody agreement governing the
relationship between such dematerialised linked unitholders and their CSDP,
banker or broker. These instructions must be provided to the CSDP, banker or
broker by the cut-off time and date advised by the CSDP, banker or broker for
instructions of this nature
8. If the scheme participants` documents of title are surrendered after
12:00 on Friday, 29 May 2009, the scheme consideration will be posted within
five business days after receipt thereof by the transfer secretaries.
16 April 2009
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Corporate advisor and sponsor to Ambit
Grindrod Bank Limited
Independent advisor to Ambit
Mazars Moores Rowland Corporate Finance (Proprietary) Limited
Attorneys to the scheme and legal advisor to Ambit
Cliffe Dekker Hofmeyr Inc.
Date: 16/04/2009 17:07:08 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.
