| Tue 12 Feb 2002, 0:00 | | Millennium Information Technology Holdings Limited |
|
Distribution to Debenture Holders
Millennium Information Technology Holdings Limited
(Incorporated in the Republic of South Africa)
Share code: MIL ISIN code: ZAE000009056
(Registration number 1994/010083/06)
("Milprop" or "the company") formerly Millennium Property Holdings Limited
RESULTS OF THE DIRECTORS' OFFER
As was reported on SENS on Friday, 2 November 2001, shareholders holding in
aggregate 26 424 705 Milprop shares, representing 57,8% of the issued share
capital of Milprop, have accepted the offer by Messrs IS Schmidt,
ZJ Sithole and AB Platt, directors of Milprop, to acquire from Milprop
shareholders the whole or part of their Milprop shares at a cash price of 5
cents per Milprop share following the delinking of Milprop linked shares and
debentures at the separate meetings of Milprop shareholders and
debentureholders held on Tuesday, 2 October 2001. The offer closed on
Tuesday, 30 October 2001.
SETTLEMENT OF LONG-TERM LIABILITIES
The company's subsidiary has disposed of 6 983 500 linked units in Redefine
Income Fund Limited ("Redefine linked units") in the market at an average
selling price of R2,42 per Redefine linked unit, the proceeds of which sale
have been applied to settle the long-term loan from BoE Bank Limited in the
amount of R12 745 742,41 ("the disposal") and to provide working capital for
the company as detailed in the circular to Milprop shareholders and
debentureholders dated 6 September 2001 ("the circular").
DISTRIBUTION TO DEBENTUREHOLDERS
Following the disposal, Milprop is now in a position to distribute Redefine
linked units to its debentureholders ("the distribution"). The distribution
consists of:
- part redemption of Milprop's debenture capital;
- the interest distribution amounting to 4,25 cents per Milprop debenture
for the period from 1 September 2000 to 28 February 2001, as announced in
the press on 7 June 2001 and penalty interest on this interest distribution
amounting to a further 0,70 cents per debenture; and
- the interest distribution amounting to 0,10 cents per Milprop debenture
for the period from 1 March 2001 to 31 August 2001, as announced in the
press on 4 December 2001.
The distribution will be in the ratio of 21,35 Redefine linked units for
every 100 Milprop debentures held at 5 October 2001, equivalent to 46,97
cents per Milprop debenture valued at 4 February 2002. The distribution
amount of 46,97 cents per Milprop debenture is less than the 65,06 cents per
Milprop debenture used for illustrative purposes in the circular because:
- the average selling price of Redefine linked units of R2,42 per Redefine
linked unit between the period from 2 October 2001, the date of the approval
of the disposal and the distribution by the requisite majority of
debentureholders, and 4 February 2002, the last date for the disposal, was
lower than the R2,48 per Redefine linked unit used for illustrative purposes
in the circular; and
- the trading price of Redefine linked units of R2,20 per Redefine linked
unit on 4 February 2002, the last practicable date before finalisation of
this announcement, is significantly lower than the price of R2,75 used for
illustrative purposes in the circular.
In terms of the distribution, certificated Redefine linked units and
dematerialised Redefine linked units shall be posted or issued, as the case
may be, on Monday, 25 February 2002 to Milprop debentureholders registered
as such on Friday, 5 October 2001.
CAUTIONARY ANNOUNCEMENT
On 2 October 2001 Milprop shareholders and debentureholders approved the
restructuring of Milprop which included, inter alia, the disposal and the
distribution, and which were to be followed by the termination of the
company's listing from the JSE Securities Exchange South Africa ("JSE").
Shareholders and debentureholders are advised that Milprop has entered into
negotiations, which if successfully concluded, may result in the company
acquiring assets and, in which event application will be made to the
Listings Committee of the JSE for the listing of the company to be
sustained. Because the proposed acquisition will result in a reverse take-
over, the circular to shareholders detailing the acquisition will contain
revised listing particulars as though the company is a new listing. It is
uncertain whether the Listings Committee of the JSE will allow the company's
listing to continue following the proposed acquisition. Should the company
fail to conclude a binding agreement and publish a full announcement in the
press by Thursday, 28 February 2002, the company's listing on the JSE will
be terminated as originally envisaged in the circular. Accordingly,
shareholders and debentureholders are advised to exercise caution when
dealing in the company's securities (notwithstanding the fact that trading
in the securities of the company is suspended) until a further announcement
is made.
Johannesburg
11 February 2002
Corporate advisor
and sponsor
Corporate and Merchant
Advisors Limited
(Registration number 1999/001129/06)
Reporting accountants
KPA Audit Group
Chartered Accountants
(South Africa)
