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APA/APB/AXC/ABT - ApexHi / Ambit - Fulfilment of Conditions Precedent,
Confirmation of Salient Dates and Changes to the Ambit Board of Directors
ApexHi Properties Limited
Registration No. 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 code: ZAE000051645
("Ambit")
Fulfilment of Conditions Precedent, Confirmation of Salient Dates and Changes to
the Ambit Board of Directors
Further to the announcement released on SENS and in the press on Friday, 15 May
2009, unitholders of ApexHi and Ambit are advised that the Competition Tribunal
has unconditionally approved the acquisition of Ambit by ApexHi and accordingly,
all of the conditions to the implementation of the scheme of arrangement
proposed by ApexHi between Ambit and the Ambit linked unitholders (other than
ApexHi) ("the scheme") have now been fulfilled.
In terms of the scheme, ApexHi will acquire Ambit linked units for a
consideration comprising, at the election of each scheme participant, either one
ApexHi "A", one ApexHi "B" and one ApexHi "C" linked unit for every 9.55 Ambit
linked units held by the scheme participant ("consideration units"); or a cash
consideration of R3.45 per Ambit linked unit ("cash consideration") on the basis
that, in the absence of an election by 12:00 on the scheme consideration record
date, the scheme participants shall be deemed to have elected to receive the
consideration units as opposed to the cash consideration.
SALIENT DATES FOR THE IMPLEMENTATION OF THE SCHEME
The salient dates for the implementation of the scheme are as follows:
2009
Last day to trade in Ambit linked units in order
to participate in the scheme consideration (see
note 1 below) on Friday, 3 July
Suspension of listing of Ambit linked units at
commencement of trading on Monday, 6 July
The maximum additional ApexHi linked units will
be listed on Monday, 6 July
Scheme consideration record date, being the date
on which scheme participants must be recorded in
the register to receive the scheme Friday, 10 July
consideration, by close of trading on
Scheme participants documents of title are to be
surrendered before 12:00 on (see note 2 below) Friday, 10 July
Operative date of the scheme at the commencement
of trading on Monday, 13 July
Scheme consideration posted to certificated
scheme participants (if documents of title are
received on or prior to 12:00 on the scheme
consideration record date) (see note 3 below) on Monday, 13 July
or about
Dematerialised scheme participants` accounts
(held at their CSDP or broker) updated on Monday, 13 July
Termination of listing of Ambit linked units at
the commencement of trading on Tuesday, 14 July
Notes:
1. Ambit linked unit certificates may not be dematerialised or rematerialised
after Friday, 3 July 2009.
2. 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.
3. If the scheme participants` documents of title are surrendered after 12:00
on Friday, 10 July 2009, the scheme consideration will be posted within
five business days after receipt thereof by the transfer secretaries.
CHANGES TO AMBIT BOARD OF DIRECTORS
Ambit unitholders are advised that, as the scheme is now unconditional, the
board of directors of Ambit have resigned with effect from Friday, 26 June 2009.
The following new directors have been appointed to the Ambit board: Wolf Cesman;
Janys Finn; David Rice; and Colette van Wyk.
26 June 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.
Competition law advisor
Vani Chetty Competition Law (Proprietary) Limited
Date: 26/06/2009 11:16:08 Produced by the JSE SENS Department.
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