| Tue 12 Oct 2004, 15:34 | | Offer To Acquire As A Going Concern The Entire Pro |
|
ApexHi - Apexhi`s Offer To Acquire As A Going Concern The Entire Property
Portfolio Of MICC Property Income Fund Limited
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
JSE share codes: APA ISIN: ZAE000033064
APB ZAE000033072
(`ApexHi`)
APEXHI`S OFFER TO ACQUIRE AS A GOING CONCERN THE ENTIRE PROPERTY PORTFOLIO OF
MICC PROPERTY INCOME FUND LIMITED (`MICC`)
CAUTIONARY ANNOUNCEMENT IN TERMS OF RULE 2.2 OF THE SECURITIES REGULATION CODE
ON TAKEOVERS AND MERGERS
1. Introduction
1.1 ApexHi unitholders and MICC unitholders are advised that on Thursday,
23 September 2004, ApexHi submitted a written offer to the board of
directors of MICC (`the MICC board`) to acquire from MICC as a going
concern the entire property portfolio of MICC (`the offer`).
1.2 On 27 September 2004 the MICC board acknowledged receipt of the offer
and undertook to revert to ApexHi.
2. ApexHi`s rationale for wishing to acquire the entire property portfolio of
MICC
MICC`s property portfolio is complementary to that of ApexHi and its
acquisition by ApexHi will increase the size of ApexHi`s portfolio to in
excess of R4bn. In addition, in ApexHi`s opinion, the offer is more
favourable to MICC unitholders than the Vukile offer referred to in
paragraph 5 below.
3. Terms and conditions
3.1 The offer consideration
3.1.1 The offer consideration will be R896 363 840,00 to be
settled as to R 502 445 000,00 in cash and the balance by
way of the issue of 23 447 550 ApexHi `A` units and 23 447
5550 ApexHi `B` units at a combined issue price of R16,80
per unit. This figure has been calculated by issuing the
swap ratio of 35 ApexHi `A` and 35 ApexHi `B` units per 100
MICC units.
3.1.2 The basis for the determination of the offer consideration
is as follows:
3.1.2.1 MICC unitholders will receive R5,88 per MICC unit
(being the aggregate, per MICC unit, of the cash
portion of the offer and the portion of the offer
settled by the issue of ApexHi `A` and ApexHi `B`
units) prior to the deduction of any costs which may be
incurred by MICC in implementing the transaction and
distributing the ApexHi units to its unitholders;
3.1.2.2 on the assumption that going forward ApexHI
distributions will at least match its last quarter`s
distribution, MICC unitholders will earn at least R0,77
per MICC unit currently held;
3.1.2.3 MICC unitholders will be entitled to receive the MICC
distribution for the period ended 30 September 2004 and
will, in addition, be entitled to the distribution for
the period commencing 1 October 2004 until the
effective date, which still needs to be agreed upon
between the parties; and
3.1.2.4 ApexHi is the most liquid unit traded in the property
sector and for the year ended 30 June 2004, 95 million
`A` units and 89,6 million `B` units were traded. MICC
unit holders should consequently have no difficulty in
selling their units in the open market should they
prefer to receive cash.
3.2 Condition Precedent
The offer is conditional upon the conclusion of a formal agreement of
sale containing the normal terms, conditions and warranties associated
with a transaction of this nature. The conditions to the formal
agreement shall include:
3.2.1 regulatory approvals including, but not limited to, the
Competition Authorities, the Securities Regulation Panel
(`the SRP`), the South African Reserve Bank and the JSE
Securities Exchange South Africa;
3.2.2 ApexHi being given access for 14 days to the income and
expenditure accounts for each property, as well as the lease
details in respect of each of the tenants;
3.2.3 the approval of the formal agreement by ApexHi`s board of
directors within 4 working days after the expiry of the 14
day period referred to in paragraph 3.2.2;
3.2.4 the approval of the formal agreement by the unitholders of
MICC in terms of section 228 of the Companies Act 61 of
1973, as amended; and
3.2.5 insofar as may be required, the approval of the transaction
by ApexHi unitholders.
4. Cash confirmation
ApexHi has provided the SRP with independent confirmation that ApexHi has
sufficient resources to satisfy the cash portion of the offer.
5. The Vukile offer
The attention of unitholders is drawn to the announcement on 8 September
2004 by Vukile Property Fund Limited (`Vukile`) of its firm intention to
acquire the entire issued capital of MICC (`the Vukile offer`). The board
of directors of ApexHi are of the view that the unitholders of MICC should
take cognisance of the aforegoing prior to accepting the Vukile offer.
Johannesburg
12 October 2004
Sponsor
Java Capital
Corporate Law Advisors and Consultants
Edward Nathan & Friedland (Pty) Ltd
Date: 12/10/2004 03:23:15 PM
Produced by the JSE SENS Department
