| Fri 29 Oct 2004, 16:45 | | Apexhi"s Firm Intention |
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ApexHi - Apexhi`s Firm Intention To Make An Offer To Acquire The Entire Issued
Capital Of Micc Property Income Fund Limited
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
JSE share code: APA ISIN: ZAE000033064
APB ISIN: ZAE000033072
(`ApexHi`)
APEXHI`s FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED CAPITAL OF
MICC PROPERTY INCOME FUND LIMITED (`MICC`)
1. Introduction
The attention of ApexHi unitholders is drawn to the announcement on 12 October
2004 by ApexHi in terms of which it informed ApexHi unitholders that on 23
September 2004 ApexHi had 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. On 27 September 2004 the MICC board acknowledged
receipt of such offer and undertook to revert to ApexHi. ApexHi has not yet
received a response from the MICC board and accordingly ApexHi unitholders are
advised that on Tuesday, 26 October 2004 ApexHi submitted written notice to the
MICC board of its intention to make a conditional offer (`the offer`) to the
unitholders of MICC to acquire all of their linked units (`the offer units`) for
an offer consideration of 35 ApexHi `A` linked units and 35 ApexHi `B` linked
units for every 100 offer units held. 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. ApexHi`s rationale for the offer
MICC`s R1 billion property portfolio is complementary to that of ApexHi and the
acquisition by ApexHi of an interest in MICC, whether such interest is a
majority or a minority interest, through the acquisition of the offer units will
increase ApexHi`s influence over a combined property portfolio in excess of R4
billion. Should it be possible, over time, to transfer MICC`s property
portfolio from MICC to ApexHi and delist MICC, ApexHi would be able to enjoy a
saving in costs which would benefit ApexHi unitholders. In addition, in
ApexHi`s opinion, the offer is more favourable to MICC unitholders than the
Vukile offer referred to in paragraph 6 below.
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 offer units accept the offer, it is
ApexHi`s intention to invoke the provisions of section 440K of the Companies
Act, 61 of 1973, as amended, and thereafter to make an application to the JSE to
delist MICC. ApexHi reserves the right to implement the offer using alternative
structures. In the event that the provisions of s440K of the Act are invoked,
ApexHi confirms that the Articles of Association of MICC will be amended,
insofar as may be required, to conform to Schedule 10 of the JSE Listings
Requirements.
3.2 The offer consideration
The offer consideration will be 35 ApexHi `A` linked units and 35 ApexHi `B`
linked units (`the ApexHi consideration linked units`) for every 100 offer units
held, to be issued, free of interest, with effect on and as from 1 November
2004, on the later of the fifth business day following the offer being declared
unconditional or within five business days of receipt of properly completed
forms of acceptance and, where applicable, delivery of the offer units in
question. Based on ApexHi`s listing price of 1 780 cents per ApexHi linked
unit, the implied value of the offer is 623 cents per offer unit. The transfer
costs and issue duties associated with the offer will be for the account of
ApexHi. If the next ApexHi distribution is the same as the previous one paid by
ApexHi, MICC unitholders will receive, in respect of the 3 months ended 30
September 2004, 54,5 cents per ApexHi unit held, which, taking into account the
ApexHi consideration linked units for every 100 offer units, equates to 19,075
cents per offer unit. ApexHi will receive the estimated MICC distribution for
the six months ended 30 September 2004 of 37 cents per offer unit. If MICC
unitholders accept the offer they should receive 19,075 cents per offer unit,
payable quarterly, against the estimated 37 cents payable by MICC half-yearly.
3.3 Conditions precedent
3.3.1 The posting of the offer circular to MICC unitholders referred to in
paragraph 7 is conditional upon the fulfilment of the following conditions
precedent:
- the approval by the JSE to the issue and listing of the ApexHi
consideration linked units; and
- the consent of the trustee of the Principal Debenture Trust Deed governing
the terms of the debentures issued by ApexHi, as amended (`the debenture trust
deed`) to the implementation of the offer by ApexHi.
3.3.2 The offer is conditional upon the fulfilment of the following
condition precedent namely, insofar as may be necessary, the attainment of all
regulatory approvals which may be required, including, but not limited to, the
approval of the Competition authorities and the Securities Regulation Panel.
3.4 The attention of ApexHi unitholders is drawn to the fact that, because the
acquisition of the offer units constitutes a category 3 transaction for purposes
of the JSE listing requirements, the approval of ApexHi unitholders in general
meeting to the acquisition by ApexHi of the offer units is not required.
4. Business carried on by MICC
MICC owns, acquires and manages strategic investment properties and invests in
properties that are complimentary in terms of property types and geographic
spread to the existing portfolio.
5. Existing holdings
ApexHi confirms that, at the date of this announcement, with the exception of
its control over 3 346 100 linked units of MICC constituting approximately 5% of
all the issued linked units of MICC, it does not own or control any issued
linked units of MICC or hold any options over any of the issued linked units of
MICC.
6. The Vukile offer
The attention of unitholders is drawn to the announcements 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`) and to its further cautionary
announcement on 22 October 2004. 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.
7. Documentation and FURTHER cautionary announcement
A detailed announcement containing, inter alia, the financial effects of the
offer on both ApexHi unitholders and the salient dates and times pertaining to
the offer will be published in due course. Until such time as the detailed
announcement is published, ApexHi unitholders are advised to continue to
exercise caution when dealing in ApexHi linked units. An offer circular to MICC
unitholders detailing the offer will be posted following the fulfilment of the
conditions precedent referred to in paragraph 3.3.1.
Johannesburg
29 October 2004
Sponsor
Java Capital
Corporate Law Advisors and Consultants
Edward Nathan & Friedland (Proprietary) Limited
