| Tue 17 Aug 2004, 12:06 | | Redefine - Odd-Lot Offer |
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Redefine - Odd-Lot Offer
Redefine Income Fund Limited
(Registration No. 1999/018591/06)
Share code: RDF ISIN code: ZAE000023503
(`Redefine` or `the company`)
ODD-LOT OFFER
INTRODUCTION
Java Capital is authorised to announce that the board of directors of Redefine
has resolved to implement an odd-lot offer (`the odd-lot offer`), subject to
receiving approval of linked unitholders at a general meeting convened, inter
alia, for that purpose.
ODD-LOT OFFER
Basis of the odd-lot offer
Linked unitholders holding:
* 99 linked units or less will be entitled to participate in the compulsory odd-
lot offer (`compulsory odd-lot offer`); and
* 100 linked units or more but less than 1 000 linked units will be entitled to
participate in the voluntary odd-lot offer (`voluntary odd-lot offer`),
on the terms set out below (collectively the `odd-lot unitholders`).
If you are the holder of 1 000 Redefine linked units or more, the odd-lot offer
is not relevant to you.
Rationale
During February 2004, Corpcapital Limited (`Corpcapital`) distributed 50 000 000
Redefine linked units to Corpcapital shareholders. The Corpcapital distribution
resulted in the number of Redefine linked unitholders increasing from 2 795 (as
at the end of January 2004) to 8 886 (as at 12 August 2004). This equates to an
increase of 6 091 new Redefine linked unitholders (an increase of approximately
218%). The number of Redefine linked unitholders, as at 12 August 2004, holding
99 linked units and less and holding 100 or more but less than 1 000 linked
units are 3 870 and 1 820 respectively.
The proposed odd-lot offer will:
- enable Redefine to decrease the substantial recurring costs of administration
(estimated at R621 000 per annum) relating to having a large number of small
linked unitholders on the register, each holding an insignificant number of
linked units;
- enable linked unitholders in respect of both the compulsory odd-lot offer and
the voluntary odd-lot offer to participate in the odd-lot offer, either as an
affordable exit strategy or a means of increasing their unitholding.
The board of Redefine decided to afford linked unitholders holding 100 linked
units or more but less than 1 000 linked units the opportunity to participate in
the odd-lot offer in order to further incentivise the smaller linked unitholders
to trade on a cost free basis.
Mechanism for the compulsory odd-lot offer
The compulsory odd-lot offer will be implemented on the basis that the odd-lot
unitholders may elect either to:
- subscribe for such number of additional linked units from Redefine at the
offer price in order to increase their odd-lot unitholdings to either 100 linked
units or 1 000 linked units, at their election; or
- sell their odd-lot unitholdings to Redefine at the offer price; or
- retain their odd-lot unitholdings.
Odd-lot unitholders who do not elect any of the abovementioned alternatives,
shall be deemed to have agreed to sell their odd-lot unitholdings to Redefine at
the offer price. The documents of title of certificated odd-lot linked
unitholders will thereafter have no value other than to receive the proceeds of
the sale of such linked units.
Mechanism for the voluntary odd-lot offer
The voluntary odd-lot offer will be implemented on the basis that the odd-lot
holders may either elect to:
- subscribe for such number of additional linked units from Redefine at the
offer price in order to increase their odd-lot holdings to 1 000 linked units;
- sell their odd-lot holdings to Redefine at the offer price; or
- retain their odd-lot holdings.
Odd-lot holders who do not elect any of the abovementioned alternatives, shall
be deemed to have retained their odd-lot holdings.
Offer price
The offer price will be at a 10% premium to the five day weighted average price
of a Redefine linked unit prior to the opening of the election period in respect
of the odd-lot offer. Such price will be announced on SENS and in the press once
determined.
FINANCIAL EFFECTS OF THE ODD-LOT OFFER
The financial effects of the odd-lot offer on the historical earnings, headline
earnings, net asset value and net tangible asset value per linked unit are
immaterial and hence have not been disclosed.
GENERAL MEETINGS, CIRCULAR AND SALIENT DATES
The general meetings of Redefine shareholders and debenture holders will be
convened for the purpose of, inter alia, considering and, if deemed fit, passing
with or without modification, the resolutions necessary to implement the odd-lot
offer.
A circular to linked unitholders containing, inter alia, full details of the odd
lot offer, notices of general meetings, forms of proxy, forms of election and
forms of surrender, will be posted to linked unitholders in due course.
A salient dates announcement with respect to the odd-lot offer will be made on
SENS and in the press once such dates have been finalised.
Rosebank
17 August 2004
Legal and corporate advisor
Java Capital
Sponsor
Java Capital
Reporting Accountants
Fisher Hoffman PKF (Jhb) Inc.
Date: 17/08/2004 11:53:19 AM Produced by the JSE SENS Department
