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Shops for Africa Limited - Results Of General Meeting Of Shops For Africa Linkd
Unit-Holders And Salient Dates
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)
RESULTS OF GENERAL MEETING OF SHOPS FOR AFRICA LINKED UNIT-HOLDERS AND SALIENT
DATES
1. INTRODUCTION
Shops for Africa linked unit-holders (unit-holders) are referred to the
circular to unit-hoIders dated 19 February 2004 (the circular) wherein they
were informed that, subject to approval by unit-holders in general meeting,
Shops for Africa had 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) and that the directors of Shops for Africa had resolved to distribute
the estimated net proceeds of the disposal to unit-holders by means of a capital
reduction, a redemption of the companys debentures and an advance liquidation
dividend in anticipation of the voluntary winding up of the company, following
which the company would be delisted from the JSE and voluntarily wound-up.
2. RESULTS OF GENERAL MEETING OF UNIT-HOLDERS
At the general meeting of unit-holders held on Friday, 12 March 2004, unit-
holders passed the ordinary and special resolutions:
2.1 approving the disposal;
2.2 approving the voluntary liquidation of the company;
2.3 approving the distribution of the net proceeds of the disposal, being 11
874 938 A linked units and 11 874 938 B linked units in ApexHi, in specie to
unit-holders (the distribution) by means of:-
2.3.1 a payment out of share capital and share premium in terms of section
90 of the Companies Act;
2.3.2 the redemption of the Shops for Africa debentures at the face value
thereof; and
2.3.3 an advance liquidation dividend in anticipation of the voluntary
winding up of the company;-
resulting therein that each unit-holder will receive 16.46673 A and 16.46673
B linked units in ApexHi for every 100 Shops for Africa linked units held on
28 May 2004 (the record date).
2.4 approving the voluntary termination of the listing of the securities of the
company;
full details of which are reflected in the circular.
3. SALIENT DATES
The disposal and distribution will be implemented in accordance with the
following timetable:
Effective date of the Thursday, 1 April 2004
disposal
Last day to trade in linked
units to be recorded in the
register of Shops for Africa Friday, 21 May 2004
as a unit-holder on the
record date
Suspension of listing of
linked units on the JSE from Monday, 24 May 2004
commencement of trading on
Record date for purposes of Friday, 28 May 2004
distribution
ApexHi certificates in
respect of distribution Tuesday, 1 June 2004
linked units distributed to
certificated Shops for Africa
unit-holders on or about
Accounts at the CSDP or
broker will be updated in Tuesday, 1 June 2004
respect of dematerialised
Shops for Africa unit-holders
on
Termination of listing of
linked units on the JSE on Date of final liquidation of
or about the the company
1. No dematerialisation or rematerialisation of Shops for Africa linked unit
certificates may take place after Friday, 21 May 2004.
2. It is anticipated that the final winding-up of Shops for Africa will take
approximately six months from the date of the general meeting of unit-holders to
complete.
3. The above dates and times are subject to amendment. Any amendment to the
dates and times will be announced on SENS and published in the press.
3. FURTHER LIQUIDATION DIVIDEND
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
will be settled in specie by the distribution to unit-holders registered as such
on the record date of an estimated further 0.52361 A and 0.52361 B linked
units in ApexHi for each 100 Shops for Africa linked units held.
Cape Town
12 March 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: 12/03/2004 05:04:51 PM Produced by the JSE SENS Department
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