| Fri 17 Dec 2004, 16:46 | | ApexHi - ApexHi Offer To MICC Unitholders |
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ApexHi - ApexHi Offer To MICC Unitholders
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
JSE share code: APA ISIN: ZAE000033064
APB ISIN: ZAE000033072
(GBPApexHiGBP)
APEXHI OFFER TO MICC UNITHOLDERS
INTRODUCTION
MICC Property Income Fund Limited (GBPMICCGBP)unitholders are referred to the
announcement dated 8 November 2004 detailing ApexHiGBPs firm intention to make an
offer to acquire the entire issued capital of MICC.
An offer document containing details of ApexHiGBPs offer (GBPthe offerGBP) has been
posted to MICC unitholders today. In terms of the offer MICC unitholders have an
election to receive either:
- 36 ApexHi GBPAGBP linked units and 36 ApexHi GBPBGBP linked units for every
100 MICC units held (GBPthe units offerGBP); or
- 18 ApexHi GBPAGBP linked units and 18 ApexHi GBPBGBP linked units and R320.00
in cash for every 100 MICC units held (GBPthe units and cash offerGBP).
STRUCTURE OF THE OFFER
Vukile Property Fund Limited (GBPVukileGBP) in their offer circular to shareholders
dated 29 November 2004, state that they have secured the rights to approximately
62% of MICCGBPs issued units.
Given the number of MICC units acquired by Vukile ApexHi believes that it will
not acquire, when aggregated with the number of MICC units already held by
ApexHi, more than 34.9% of the total number of MICC units in issue and
accordingly ApexHi does not believe that it will acquire control of MICC
pursuant to the offer.
In this context ApexHi has elected to structure the offer as follows:
- Early settlement offer GBP an initial unconditional offer to acquire,
when aggregated with the number of MICC units currently held by
ApexHi, up to 34.9% of the total number of MICC units in issue; and
- Subsequent offer GBP subject to ApexHi acquiring in excess of 34.9% of
the total number of MICC units in issue on or before the closing date
of the early settlement offer, ApexHi will make an immediate follow-on
conditional offer for the entire issued capital of MICC on the same
terms as the early settlement offer, save that the subsequent offer
will be conditional upon approval of the Competition Authorities.
The only realistic basis on which ApexHi would be required to make the
subsequent offer would be if Vukile accepted the early settlement offer. This
is considered unlikely. Full details of the structure of the offer is contained
in the offer circular posted to MICC unitholders
SALIENT DATES AND TIMES OF THE OFFER
Early settlement offer opens (09:00) Friday, 17 December 2004
Last day for MICC unitholders to trade in Friday, 31 December 2004
MICC units on the JSE Securities Exchange
South Africa (GBPthe JSEGBP) and the Namibian
Stock Exchange (GBPthe NSXGBP) to be eligible to
participate in the early settlement offer
MICC units trade GBPexGBP the early settlement Monday, 3 January 2005
offer
Maximum number of ApexHi consideration units Monday, 3 January 2005
to be issued under the early settlement offer
will be listed on the JSE in the GBPReal Estate
Holding and DevelopmentGBP sector of the JSE
list on or about
Record date for participating in the early Friday, 7 January 2005
settlement offer
Early settlement closing date (12:00) (See Friday, 7 January 2005
note 2)
Results of the early settlement offer Monday, 10 January 2005
announced on SENS (including whether or not
the condition precedent to the making of the
subsequent offer has been fulfilled and
accordingly whether or not ApexHi makes the
subsequent offer)
Dematerialised unitholders accepting the Monday, 10 January 2005
early settlement offer will have their
accounts at their CSDP or broker credited on
or about
The offer consideration will be posted to Monday, 10 January 2005
certificated unitholders on or about
Results of the early settlement offer Tuesday, 11 January 2005
published in the press (including whether or
not the condition precedent to the making of
the subsequent offer has been fulfilled and
accordingly whether or not ApexHi will make
the subsequent offer)
In the event that the condition precedent to
the making of the subsequent offer is
fulfilled, the following dates and times are
applicable:
Subsequent offer opens Tuesday, 11 January 2005
Anticipated date of Competition Tribunal Monday, 11 April 2005
finding regarding the proposed merger
Anticipated date for the finalisation date Monday, 11 April 2005
announcement to be released on SENS
Anticipated date for the finalisation date Tuesday, 12 April 2005
announcement to be published in the press
Anticipated date for the last date to trade Thursday, 21 April 2005
on the JSE for unitholders to be eligible to
participate in the subsequent offer
MICC units trade GBPexGBP the subsequent offer Friday, 22 April 2005
Anticipated record date for participating in Friday, 29 April 2005
the subsequent offer
Anticipated date for the subsequent offer Friday, 29 April 2005
closing date (12:00) (See Note 2)
Anticipated date for the ApexHi consideration Tuesday, 3 May 2005
units issued under the subsequent offer to be
listed on the JSE in the GBPReal Estate Holding
and DevelopmentGBP sector of the JSE list
Anticipated date for dematerialised Tuesday, 3 May 2005
unitholders to have their accounts at their
CSDP or broker credited
Anticipated date for the offer consideration Tuesday, 3 May 2005
to be posted to certificated unitholders
Notes:
(1) The dates and times indicated in the table above are subject to change.
Any such change will be released on SENS and published in the press. Dates
relating to the subsequent offer, in the event that it is made, are
dependent on the date of fulfilment of the condition precedent to which the
subsequent offer is subject, namely the approval of the Competition
Authorities, and are therefore only estimates. Since it is uncertain at
this stage whether or not the subsequent offer will be made, the
Competition Authorities have not yet been consulted and accordingly the
date of fulfilment of the condition precedent to which the subsequent offer
is subject may be prior to or later than the anticipated date. In the
event that the subsequent offer is made, unitholders will be advised from
time to time of the progress made in regard to the fulfilment of the
condition precedent pertaining to the subsequent offer.
(2) Dematerialised unitholders are required to notify their duly appointed CSDP
or broker of their intention to accept the offers in the manner and time
stipulated in the agreement governing the relationship between the
dematerialised unitholder and his/her CSDP or broker.
(3) Certificated unitholders are required to complete the form of acceptance,
surrender and transfer in accordance with the instructions contained
therein by not later than 12:00 on the early settlement closing date and
the subsequent offer closing date in respect of the early settlement offer
and the subsequent offer respectively.
(4) Certificated unitholders are reminded that because the subsequent offer is
conditional, if they surrender their documents of title and accept the
subsequent offer in anticipation of the condition precedent in respect of
the subsequent offer being fulfilled, they will not be able to trade their
MICC units from the date they surrender their documents of title until the
date the subsequent offer lapses, if the condition precedent pertaining
thereto is not fulfilled.
(5) No dematerialisation or rematerialisation of MICC units will take place
during the period commencing on the day after the last day to trade and
terminating on the early settlement closing date or, if the subsequent
offer is made, on the subsequent offer closing date.
(6) All times indicated above are South African times.
FORM OF ACCEPTANCE, SURRENDER AND TRANSFER
The form of acceptance, surrender and transfer attached to the offer circular
posted to MICC unitholders did not make provision for shareholders to elect
between the units offer and the units and cash offer.
The form of acceptance, surrender and transfer is applicable only to
certificated unitholders. A revised form of acceptance, surrender and transfer
is being prepared and will be posted to certificated shareholders as soon as
possible.
Johannesburg
17 December 2004
Sponsor
Java Capital (Proprietary) Limited
Corporate Law Advisors and Consultants
Edward Nathan & Friedland (Proprietary) Limited
Date: 17/12/2004 04:22:11 PM
Produced by the JSE SENS Department
