| Fri 8 May 2009, 16:30 | | ABT - Ambit Properties Limited - Results of Ambit scheme meetings |
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ABT
ABT
ABT - Ambit Properties Limited - Results of Ambit scheme meetings
AMBIT PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 2001/007003/06)
Share code: ABT
ISIN code: ZAE000051645
("Ambit")
RESULTS OF AMBIT SCHEME MEETINGS
Separate scheme meetings (the "scheme meetings") of the shareholders
and debenture holders of Ambit ("Ambit linked unitholders") were held on
Friday, 8 May 2009 for purposes of considering and, if deemed fit approving
the scheme of arrangement proposed by ApexHi Properties Limited ("ApexHi")
between Ambit and its linked unitholders (other than ApexHi)(the "scheme")
on the terms set out in the scheme circular dated 16 April 2009.
Ambit linked unitholders are advised that at the scheme meetings the scheme
was approved by the requisite majorities of Ambit linked unitholders in terms
of sections 311(2)(a) and 311(2)(b) of the Companies Act, 61 of 1973.
The Chairperson of the scheme meetings is to report back to the South Gauteng
High Court, Johannesburg ("the Court") on Tuesday, 19 May 2009 ("the return
date") at 10h00 or so soon thereafter as Counsel may be heard when application
will be made for the sanctioning of the scheme. Ambit linked unitholders are
entitled to attend or be represented by Counsel at the Court on the return
date. Copies of the Chairperson`s report on the scheme meetings will be
available to any Ambit linked unitholder on request, free of charge, at
Ambit`s registered office (First Floor, World Wide House, 29 Impala Road
Chiselhurston, Sandton 2196) and at the offices of Werksmans Incorporated
(155 - 5th Street, Sandton, Johannesburg, 2196) during normal office hours
for at least one week before the return date.
The scheme is conditional upon the fulfilment of the following conditions
precedent by no later than 15 June 2009 (unless otherwise agreed upon by
ApexHi):
- the requisite approvals of the ApexHi shareholders, debenture holders and
the ApexHi debenture trustee being obtained for:
- the acquisition by ApexHi of up to 100% of Ambit`s linked units in
terms of rule 19 of the SRP Code; and
- the issue of the consideration units to Ambit linked unitholders,
at the general meetings of ApexHi linked unitholders to be held on Thursday
14 May 2009;
- the unconditional approval (or approval on conditions acceptable to ApexHi)
of the Competition Authorities for the implementation of the scheme being
obtained;
- the sanction by the Court of the scheme; and
- the registration by the Registrar of Companies of the Order of Court
sanctioning the scheme.
Further announcements regarding the date on which the scheme will be implemented
will be published on SENS and in the press in due course.
Johannesburg
8 May 2009
Corporate advisor and sponsor to Ambit
Grindrod Bank Limited
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Attorneys to the scheme and legal advisors to Ambit
Cliffe Dekker Hofmeyr Inc.
Independent advisor to Ambit
Mazars Moores Rowland Corporate Finance (Proprietary) Limited
Date: 08/05/2009 16:30:04 Produced by the JSE SENS Department.
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