| Fri 22 Oct 2004, 17:00 | | FURTHER CAUTIONARY ANNOUNCEMENT |
|
Vukile - Acquisition
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/027194/06
JSE share code: VKE ISIN: ZAE000056370
(`Vukile` or `the company`)
ACQUISITION BY VUKILE OF A 17,6% INTEREST IN MICC PROPERTY INCOME FUND
LIMITED
FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Unitholders were notified in an announcement dated 7 September 2004 (`the firm
intention announcement`) of Vukile`s firm intention to make an offer to acquire
the entire issued capital of MICC Property Income Fund Limited (`MICC`) (`the
offer`). The announcement stated that Vukile had received acceptances for the
offer from certain MICC unitholders, including, but not limited to, Sanlam
Investment Management (Pty) Limited (`SIM`). The agreements in this regard
between Vukile and SIM, dated 1 and 3 September 2004, and the addendum thereto
dated 6 September 2004 (`the agreement`), for the acquisition by Vukile of SIM`s
17,6% interest in MICC form the subject of this announcement.
2. The acquisition
On Friday, 22 October 2004 Vukile notified SIM that it had waived and/or
fulfilled certain conditions precedent contained in the agreement. As a result
of the waiver and/or fulfilment of these conditions precedent, Vukile has
acquired SIM`s 11 778 155 MICC linked units, subject only to the fulfilment of
the conditions precedent set out below (`the acquisition`). The purchase price
will be satisfied by the issue of 14 133 786 new Vukile linked units (`the
acquisition consideration`) which will, subject to, inter alia, the approval of
the JSE Securities Exchange South Africa (`the JSE`), be listed on or about 30
November 2004. The acquisition consideration is based on a ratio of 12 new
Vukile linked units for every 10 MICC linked units held (`the offer ratio`). The
offer ratio is the same ratio that was published in the firm intention
announcement.
The acquisition is subject to the fulfilment of the following conditions
precedent:
2.1 the JSE approving the listing of the 14 133 786 new Vukile linked units;
and
2.2 the approval of the Vukile unitholders, other than any related parties, in
general meeting.
Sanlam Life Insurance Limited (`Sanlam`) is a material unitholder in Vukile.
Sanlam and SIM are both subsidiaries of Sanlam Limited, therefore the
acquisition is classified as a `related party transaction` in terms of the JSE
Listings Requirements. The acquisition therefore requires the approval of the
Vukile unitholders, excluding Sanlam and its associates, in general meeting.
3. Opinions and recommendations
The directors of Vukile have appointed Bridge Capital to provide an independent
opinion as to the fairness and reasonableness of the terms and conditions of the
acquisition. The opinion will be contained in the circular distributed to Vukile
unitholders to consider and approve the acquisition.
4. VUKILE`S FIRM INTENTION TO MAKE AN OFFER
The acquisition is a material component of Vukile`s intention to acquire the
entire issued capital of MICC. In addition to the 17,6% interest in MICC to be
acquired in terms of the acquisition, Vukile has received acceptances of the
offer from MICC unitholders holding 22 183 700 MICC linked units, representing a
further 33,1% of MICC`s issued capital.
The offer remains conditional on the fulfilment of the following conditions
precedent:
3.1 regulatory approvals including, but not limited to, the Competition
authorities, the Securities Regulation Panel and the JSE; and
3.2 the approval by the Vukile unitholders, in general meeting, of the
acquisition of all of the MICC linked units. Vukile has received irrevocable
undertakings from Vukile unitholders holding 38 340 000 Vukile linked units, to
vote in favour of all resolutions proposed to effect the acquisition and the
offer. These unitholders hold Vukile linked units representing 57,6% of Vukile`s
issued capital, excluding Vukile linked units held by any related parties and
their associates.
Unitholders are reminded that Vukile reserves the right to implement the offer
using the most appropriate structure.
5. Rationale for the acquisition and the offer
The acquisition and the offer (`the transaction`) will be beneficial to Vukile
and MICC as a result of the increased asset base, risk diversification and
improved operational efficiencies, which will be achieved by the increased
critical mass.
Vukile`s directors believe that the transaction will result in improved
unitholder returns, with an acceptable change in the company`s risk profile. The
issue of the new Vukile linked units should also improve the tradability of
Vukile`s linked units.
6. Documentation and further cautionary announcement
A circular containing details of the acquisition and notices convening general
meetings of Vukile shareholders and debenture holders will be posted in due
course. The financial effects of the acquisition on Vukile`s yield and net asset
value per linked unit are not significant (less than 3%).
Until such time as an announcement is published containing details of the
offer, Vukile unitholders are advised to continue exercising caution when
dealing in the company`s linked units.
Johannesburg
22 October 2004
Independent advisor and sponsor
BRIDGE CAPITAL
Legal advisor
Brink Cohen Le Roux Inc
Attorneys
(Registration number 1993/004501/21)
Date: 22/10/2004 04:53:57 PM
Produced by the JSE SENS Department
