| Wed 8 Sep 2004, 14:27 | | FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE MICC |
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Vukile - Firm Intention
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/027194/06
JSE share code: VKE ISIN: ZAE000056370
(`Vukile`)
VUKILE`S FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED CAPITAL OF
MICC Property Income Fund Limited (`MICC`)
Further CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to Vukile`s cautionary announcement dated 31 August 2004, Vukile
unitholders are advised that Vukile has, on Monday, 6 September 2004,
submitted written notice to the board of directors of MICC (`the MICC
board`) of its intention to make a conditional offer to the unitholders of
MICC to acquire all their linked units (`the offer`). The offer is subject
to the conditions precedent set out in paragraph 3 below and to the
provisions of the Securities Regulation Code on Take-overs and Mergers
(`the Code`).
2. Vukile`s rationale for the offer
The successful implementation of the offer will result in Vukile
substantially increasing the size of its property portfolio, which will
result in operational efficiencies and improved risk diversification for
Vukile. The nature, type and geographical fit of Vukile`s and MICC`s
properties are complementary and will create a sound platform for future
growth.
Following the offer, Vukile will be the 4th largest Property Loan Stock
Company (as measured by market capitalisation) listed on the JSE Securities
Exchange South Africa (`the JSE`), and will yield benefits for Vukile
unitholders.
3. Terms and conditions of the offer
3.1 The offer
The offer will be made in terms of the provisions of the Code. Should
MICC unitholders holding more than 90% of the MICC linked units accept
the offer, it is Vukile`s intention to invoke the provisions of
section 440K of the Companies Act, 61 of 1973, as amended, and
thereafter make an application to the JSE to delist MICC. Vukile
reserves the right to implement the offer using alternative
structures.
3.2 The offer consideration
The offer consideration will be 12 Vukile linked units for every 10
MICC linked units held (`the consideration linked units`). Based on
Vukile`s listing price of 500 cents per linked unit, which price is
not dissimilar to Vukile`s current market price, the implied value of
the offer is 600 cents per MICC linked unit. The transfer costs and
issue duties associated with the offer will be for the account of
Vukile.
3.3 Conditions precedent
The offer is conditional on the fulfilment of the following conditions
precedent, on or before 30 November 2004:
* regulatory approvals including, but not limited, to the
Competition authorities, the Securities Regulation Panel (`the
SRP`) and the JSE;
* approvals by the Vukile shareholders and debenture holders in
general meetings of the acquisition of the MICC linked units; and
* approvals by the trustees of the Vukile Debenture Trust Deed of
the issue of the debentures forming part of the consideration
linked units.
Vukile reserves the right to extend (in whole or part) the date of
fulfilment of the conditions precedent.
4. Acceptances
Vukile has received acceptances of the offer from MICC unitholders holding
27 137 228 MICC linked units, which represents 40,5% of MICC`s issued
linked units. Sanlam Limited, a material shareholder of Vukile, holding 15%
of MICC`s issued linked units, forms part of the aforementioned
acceptances. Vukile confirms that, at the date of this announcement, it
does not own, hold, control or hold any options over any of the issued
linked units of MICC.
5. Opinions and recommendations
As Sanlam Limited is classified as a related party of Vukile in terms of
the JSE Listings Requirements, the board of directors of Vukile has
appointed Bridge Capital Services (Pty) Limited, subject to JSE approval,
to provide the Vukile unitholders with advice as to the fairness and
reasonableness of the acquisition of the MICC linked units in terms of the
offer.
6. Documentation and FURTHER cautionary announcement
A detailed announcement containing, inter alia, the financial effects of
the offer on both Vukile unitholders and the salient dates and times
pertaining to the offer will be published in due course. A circular to
Vukile unitholders to approve the acquisition and an offer circular to MICC
unitholders detailing the offer will be posted following approvals by the
JSE and SRP.
Until such time as the detailed announcement is published, Vukile
unitholders are advised to exercise caution when dealing in Vukile linked
units.
Johannesburg
8 September 2004
Financial advisor and sponsor
Bridge Capital
Legal advisor
Brink Cohen Le Roux Inc
Attorneys
Date: 08/09/2004 12:48:57 PM
Produced by the JSE SENS Department
