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FAIRVEST PROPERTY HOLDINGS LIMITED - UPDATE ANNOUNCEMENT AND FURTHER CAUTIONARY
ANNOUNCEMENT
Fairvest Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1998/005011/06)
(`Fairvest`)
Share code: FVT ISIN: ZAE000034658
PROPOSAL TO RETURN VALUE TO LINKED UNIT HOLDERS; AND FURTHER CAUTIONARY
ANNOUNCEMENT
Introduction
In an announcement on SENS on 25 August 2004 and published in the press on 26
August 2004, linked unit holders were informed that, in addition to various
properties being disposed of by Fairvest to meet obligations in terms of Orders
of the High Court to repurchase 17 615 616 Fairvest linked units from Gorfil
Brothers Investments (Pty) Limited (`Gorfil`) at 150 cents per linked unit, the
directors were reviewing a number of options relating to the future listing
status of the company. These options include proposals to dispose of further
properties and to settle certain liabilities, with the objective to return value
to the unit holders.
Proposal to return value to linked unit holders
The directors of Fairvest are of the opinion that the properties owned by
Fairvest should be disposed of, with the proceeds being utilised to settle
liabilities, and thereafter to return the resultant value to linked unit
holders.
The following processes have been or will be implemented:
- Fairvest is prepared to dispose of properties for cash, which cash will be
utilised to settle liabilities. Linked unit holders and /or third parties are
invited to make offers to acquire properties in the Fairvest portfolio.
- Fairvest is prepared to dispose of properties in exchange for the repurchase
of linked units. Linked unit holders are invited to participate in a consortium
of unit holders to acquire properties to be owned by an unlisted public company.
- Certain of the properties being disposed of to Gorfil are in the process of
being transferred to the buyer. On conclusion of these transfers, Fairvest will
become the owner of a R10 million deposit at Nedbank.
-Any proposal will be implemented on the basis that all linked units repurchased
and cash distributions in instances where units have not been repurchased will
be done at the same values.
With regard to the above, the following exploratory discussions have commenced:
- Discussions are being held with a view that certain properties will be
disposed of to a consortium including two directors, Messrs T Bell and T Botsis,
with the consideration being settled through a repurchase of Fairvest linked
units and cash.
- Discussions have also been entered into with another unit holder to dispose of
properties in settlement of certain liabilities and the repurchase of units.
Conditions precedent
The following conditions will inter alia be applicable in respect of all of the
above proposals:
- Unit holders of Fairvest will be required to approve the proposals to return
value to unit holders at a general meeting.
- The proposals once finalised and announced will be submitted to the JSE
Securities Exchange South Africa and the Securities Regulation Panel for
approval prior to a circular being mailed to unit holders.
- As referred to in the announcement dated 25 August 2004, unit holders will be
required to ratify certain resolutions of the board of directors in relation to
the settlement of the Gorfil obligations. The details of these resolutions will
be included in the above-mentioned circular.
- If this proposal includes a transaction that is deemed to constitute a related
party transaction in terms of the Listings Requirements of the JSE, a fair and
reasonable opinion by an independent professional expert will need to be
obtained, prior to obtaining the approval of Fairvest linked unit holders in
general meeting.
Management of the process
In view of the initiatives described above, the board has appointed two
independent non-executive directors, i.e. Messrs R Wilkinson and D Johnston to
review the implementation of the process. Imara Corporate Finance South Africa
(Pty) Limited (`Imara`), Fairvest`s sponsor, has been appointed to co-ordinate
the process and to advise the directors.
In the event that unit holders or other parties wish to acquire properties from
Fairvest or to participate in a consortium to acquire properties, the following
persons at Imara should be contacted by no later than Friday, 29 October 2004 at
17h00 to obtain further information:
Imara: Telephone: 011-484-6220; Facsimile: 011-484-6608
Contact persons: Leon van Wyk: leonvw@imara.co.za
Melvyn Antonie: mela@imara.co.za
Publication of Interim Financial Results
The publication of Fairvest`s interim financial results for the six months ended
31 March 2004, which were due to be published on or before 30 June 2004, have
been delayed. It is anticipated that the interim financial statements will be
completed by the end of December 2004.
Update on other matters
It was previously reported that the holding of 4 920 512 Bonatla Property
Holdings Limited ordinary shares could not be accounted for. The board is in the
process of recovering these shares and the proceeds of the capital distribution.
Further cautionary announcement
In view of proposal referred to above, linked unit holders of Fairvest are
advised to exercise caution in the trading of their units until such time as a
further announcement is made.
15 October 2004
Sponsor
Imara Corporate Finance South Africa (Pty) Limited
Company secretaries
Corporate Governance CC
Chartered Secretaries
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