| Thu 28 Oct 2004, 11:57 | | OFFERS FROM APEXHI AND VUKILE |
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MICC PROPERTY INCOME FUND LIMITED - OFFERS FROM APEXHI AND VUKILE, RENEWAL OF
CAUTIONARY ANNOUNCEMENT AND TRADING STATEMENT
MICC Property Income Fund Limited
(formerly Clidet No.455 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/013404/06)
(`MICC`)
JSE Share code: MCP NSX Share code: MCO
ISIN: ZAE000050175
OFFERS FROM APEXHI AND VUKILE, RENEWAL OF CAUTIONARY ANNOUNCEMENT AND TRADING
STATEMENT
Vukile offer
MICC refers unitholders to its announcement of 7 September 2004 regarding the
offer by Vukile Property Fund Limited (`Vukile`) to acquire all the linked units
issued by MICC for an offer consideration of 12 Vukile units for every 10 MICC
units.
On 22 October 2004 Vukile announced inter alia that it had received acceptances
of its offer in respect of 50,7% of MICC`s units in issue.
ApexHi offers
On 26 October 2004, representatives of MICC met with representatives of ApexHi
Properties Limited (`ApexHi`) to discuss inter alia the ApexHi offer to acquire
the entire MICC property portfolio on the basis set out in ApexHi`s announcement
of 12 October 2004.
At that meeting ApexHi was informed that its offer, after costs of
implementation including capital gains tax, secondary tax on companies and costs
of unwinding interest rate fixes, would result in value in the hands of MICC
unitholders of less than R5,46 per MICC unit. In light of this, and
acknowledging that the level of acceptances of its offer announced by Vukile
indicated that the MICC board would not have received the requisite unitholder
approval for any acceptance of ApexHi`s offer, ApexHi informed MICC of its firm
intention to offer to acquire all the linked units issued by MICC (the `ApexHi
unit offer`). Thereafter, ApexHi`s firm intention to this effect was confirmed
by written notice received on 26 October 2004.
The terms and conditions of the ApexHi unit offer are as follows:
- ApexHi will offer to acquire all MICC units for a consideration of 35 ApexHi
`A` units and 35 ApexHi `B` units for every 100 MICC units. The ApexHi
consideration units will be issued to MICC unitholders accepting the ApexHi unit
offer with effect on and from 1 November 2004, free of interest, on the later of
the business day following the offer being declared unconditional or within 7
days of receipt of properly completed forms of acceptance and, where applicable,
delivery of the offer units in question.
- If ApexHi receives acceptances in respect of 90% of the linked units in issue,
then ApexHi intends to invoke the provisions of section 440K of the Companies
Act, 61 of 1973, as amended, to acquire all of the units issued by MICC and
thereafter to proceed with the de-listing of MICC from the JSE Securities
Exchange South Africa (`JSE`) and the Namibian Stock Exchange.
- The ApexHi unit offer is conditional on receipt by a date to be determined by
ApexHi of all regulatory approvals which may be required including approval of
the competition authorities and the Securities Regulation Panel and, in so far
as may be necessary, approvals by ApexHi shareholders and debenture holders in
general meetings of the acquisition of MICC units pursuant to the offer and the
increase in authorised share capital of ApexHi. The posting by ApexHi of its
offer circular to MICC unitholders is conditional on the approval of the JSE to
the issue and listing of the ApexHi consideration units and, in so far as may be
necessary, the approval of the JSE to the increase in authorised share capital
of ApexHi and on receipt of consent to implementation of the ApexHi unit offer
from the trustee of the Principal Debenture Trust Deed governing the terms of
the debentures issued by ApexHi.
Java Capital is advising the board of MICC on the Vukile and ApexHi offers and
as to how they affect all holders of MICC units. Pursuant to the provisions of
the Securities Regulation Code on Takeovers and Mergers, the substance of the
advice furnished to the board will be made known to holders of MICC units in a
form and manner approved by the Securities Regulation Panel.
Further announcements regarding the offers will be published by MICC from time
to time. MICC unitholders are advised to continue to exercise caution when
dealing in their linked units.
Trading statement
MICC unitholders are informed that MICC`s operating profit after interest (on
term debt) and its net profit for the 12 months ended 30 September 2004, which
have not been reviewed and reported on by MICC`s auditors, are expected to
exceed by 15% to 20% the forecasts set out in the MICC prospectus issued on 30
September 2003. MICC will announce in due course, the impact, if any, on the
MICC distribution to be made in December 2004 and details of the timing of such
distribution.
Johannesburg
28 October 2004
South African sponsor and independent advisor
Java Capital (Pty) Limited
Namibian sponsor
Irwin, Jacobs, Greene (Pty) Ltd
Member of the NSX
