| Wed 25 Feb 2004, 7:58 | | Disposal Of Shops For Africa's Property Portfolio |
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Shops For Africa Limited - The Disposal Of Shops For Africa"s Property Portfolio
To Apexhi Properties Limited
Shops For Africa Limited
(Incorporated in the Republic of South Africa)
(Company Registration Number 2000/018084/06)
Share Code : SFA ISIN Code : ZAE000031241
("Shops for Africa" or "the Company")
THE DISPOSAL OF SHOPS FOR AFRICA"S PROPERTY PORTFOLIO TO APEXHI PROPERTIES
LIMITED
1. INTRODUCTION
It was announced on SENS on Friday, 5 December 2003 and in the press on Monday,
8 December 2003 that, subject to the condition precedent set out in 4 below,
Shops for Africa has entered into an agreement to dispose of its entire property
portfolio ("the portfolio") to ApexHi Properties Limited ("ApexHi"), in terms of
section 228 of the Companies Act,1973 (Act 61 of 1973), as amended("the
disposal").
2. THE DISPOSAL
The aggregate disposal consideration payable by ApexHi to the company for the
portfolio shall be R415 311 675. The consideration shall be settled on or about
the date of transfer of the last of the properties in the portfolio, which is
expected to be on or about 1 April 2004, as follows:
2.1 An amount of R240 000 000 shall be paid in cash;
2.2 The balance of R175 311 675 shall be settled by the allotment and issue
of the following:
2.2.1 12 986 050 "A" linked units in the capital of ApexHi; and
2.2.2 12 986 050 "B" linked units in the capital of ApexHi,
at a combined issue price of R13.50 for 1 "A" linked unit and 1 "B" linked unit,
which linked units shall rank for income distributions from 1 April 2004.
The transaction constitutes an affected transaction in terms of the Securities
Regulation Panel Code on Take-overs and Mergers ("the Code") and a Category 1
transaction in terms of the JSE Securities Exchange South Africa ("JSE")
Listings Requirements and accordingly Shops for Africa unit-holders ("unit-
holders") are required to approve the transaction.
3. THE DISTRIBUTION, DELISTING AND VOLUNTARY WINDING-UP
The directors of Shops for Africa have resolved to distribute the estimated net
proceeds of the disposal to unit-holders by means of a capital reduction, a
redemption of the company"s debentures and an advance liquidation dividend in
anticipation of the voluntary winding up of the company, following which the
company will be delisted from the JSE and voluntarily wound-up.
Shops for Africa will distribute the net proceeds of the sale of the
property portfolio, which based on the estimated combined clean price as at 9
January 2004 of R15.99, per ApexHi combined linked unit would equate to R189 880
258 consisting of 11 874 938 "A" linked units and 11 874 938 "B" linked units in
ApexHi ("the distribution linked units"), in specie to unit-holders recorded in
the register on 28 May 2004 ("the record date") by way of:
3.1 a payment of R1 280 000 or 1,775 cents per linked unit, out of share
capital and share premium in terms of section 90 of the Companies Act;
3.2 a payment of up to R179 565 653 applied to the redemption of the Shops for
Africa debentures at the face value thereof, being 249 cents per linked unit;
and
3.3 an advance liquidation dividend of R9 034 605 or 12,528 cents per linked
unit, in anticipation of the voluntary winding up of the company.
This would result in each unit-holder receiving 16.46673 "A" and 16.46673 "B"
linked units in ApexHi for every 100 Shops for Africa linked units held on the
record date, which would equate to a distribution of 263,303 cents per linked
unit held.
It is anticipated that a further liquidation dividend will become available for
distribution upon finalisation of the voluntary winding-up, subject to the final
determination of liquidation costs and fees. This further liquidation dividend
of approximately R6 038 000 or 8,37 cents per linked unit, will be settled in
specie by the distribution to unit-holders registered as such on the record date
of a further 0.52361 "A" and 0.52361 "B" linked units in ApexHi for each 100
Shops for Africa linked units held.
In order to qualify for the distributions, unit-holders must be recorded in the
register of Shops for Africa on the record date, being 28 May 2004. The last
day to trade in the linked units to be recorded in the register on the record
date is Friday, 21 May 2004.
The disposal is in no way conditional upon approval of the special resolution
for the voluntary winding-up of the company by unit-holders at the general
meeting. However, should the disposal become unconditional, but the special
resolution for the voluntary winding-up of the company not be approved and/or
registered, unit-holders will not receive the distribution, the company"s
listing will not be terminated, Shops for Africa will continue to comply with
the JSE Listings Requirements and unit-holders will be further advised regarding
a distribution of the distribution linked units, which distribution will take
place within 7 months from 1 April 2004 in terms of the disposal agreement.
Should the voluntary winding-up of the company be approved, unit-holders will be
advised of the salient dates relating to the distributions, the listing of the
linked units on the JSE will be suspended on Monday, 24 May 2004 and terminated
upon final liquidation of the company. The voluntary winding-up of the company
will be effected following the registration of the special resolution approving
same and is expected to take approximately 6 months.
4. SUSPENSIVE CONDITION
The disposal is subject to and conditional upon the approval thereof by
unit-holders at the general meeting referred to in 6 below, as required by
section 228 of the Companies Act.
5. OPINIONS,RECOMMENDATIONS AND UNDERTAKINGS
Sasfin Corporate Finance, a division of Sasfin Bank Limited has been appointed
as the independent expert in terms of the Code and has concluded that the terms
of the disposal agreement are fair and reasonable to unit-holders. The full text
of its opinion is included in the circular referred to in 6 below.
The directors of the company have considered the terms and conditions of the
disposal agreement and are of the opinion that they are beneficial to the
company and fair and reasonable to unit-holders and unanimously recommend that
unit-holders at the general meeting vote in favour of the resolutions to
implement the disposal.
All the directors who are able to vote at the general meeting intend to vote in
favour of the resolutions necessary to implement the disposal.
Irrevocable undertakings to vote in favour of the disposal at the general
meeting have been received from unit-holders holding more than 50% of the linked
units of the company.
6. SHAREHOLDER APPROVAL AND GENERAL MEETING
A general meeting of unit-holders will be held at The Boardroom, 6th Floor,
Protea Place, Protea Road, Claremont at 16h00 on Friday, 12 March 2004 for the
purpose of considering and, if deemed fit, passing, with or without
modification, the ordinary and special resolutions required to approve and
implement the disposal, the distribution and the voluntary winding-up. A
circular setting out the details of the disposal and distribution and containing
a notice of general meeting and proxy form has been posted to Shops for Africa
unit-holders on 19 February 2004. A further announcement advising unit-holders
of the results of the general meeting and the salient dates of the distribution
will be published after the general meeting on or about 12 March 2004.
Cape Town
25 February 2004
Sponsor, Independent expert and Corporate Advisor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Portfolio Asset Manager
Catalyst Property Asset Managers (Pty) Ltd
Attorneys
Cliffe Dekker Inc.
Reporting Accountants and auditors
KPMG Inc.
Date: 25/02/2004 07:00:08 AM Produced by the JSE SENS Department
