| Thu 21 Jul 2005, 16:46 | | ApexHi Properties Limited - Acquisition By Apexhi |
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ApexHi Properties Limited - Acquisition By Apexhi Of The Entire Business Of
Prima Property Trust And Cautionary Announcement
ApexHi Properties Limited
(Registration No. 1999/000238/06)
Share codes: APA ISIN codes: ZAE000033064
APB ZAE000033072
(`ApexHi`)
ACQUISITION BY APEXHI OF THE ENTIRE BUSINESS OF PRIMA PROPERTY TRUST AND
CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Java Capital is authorised to announce that ApexHi has agreed to acquire (the
`acquisition`) the entire business comprising the property portfolio of Prima
Property Trust (`Prima`), for a purchase price of R996,2 million, subject to
conditions referred to below.
TERMS OF THE ACQUISITION
The purchase price will be settled by the issue of 37 989 144 ApexHi `A` units
and 37 989 144 ApexHi `B` units at R20 per combined unit(the `consideration
units`) and payment of R236,4 million in cash, which will be used to settle all
mortgage bond liabilities in Prima. Prima unitholders will receive 5,9 ApexHi
`A` units and 5,9 ApexHi `B` units for every 100 Prima units they hold..
The effective date of the acquisition will be either 1 October 2005 or 1 January
2006, depending on the date of fulfilment of the conditions referred to below.
ApexHi will issue renounceable letters of allotment (`RLA`s`) in respect of the
consideration units, for distribution by Prima to its unitholders. In terms of
the RLA`s, ApexHi will issue the consideration units after the record date for
the ApexHi quarterly distribution period ending 30 September or 31 December
2005, whichever is applicable.
The holders of the consideration units will rank for income distributions in
ApexHi from the effective date.
RATIONALE
The Prima portfolio comprises retail, commercial and industrial properties which
are well located throughout South Africa. They have low vacancy levels and are
predominantly tenanted by national and regional A grade tenants. The portfolio
is similar to that owned by ApexHi, save that it contains very few properties
located in the inner cities of the major metropolitan areas and that, unlike
ApexHi, Prima has focussed on individual properties valued below R15 million.
Prima`s portfolio is weighted toward retail properties and has growth prospects,
which, together with the savings achievable by merging the portfolio with that
of ApexHi, provide ApexHi with an opportunity to enhance its earnings through
the acquisition. The acquisition will further reduce the risk profile within
ApexHi by increasing the number of ApexHi`s properties and the spread of their
locations. The issue of additional `A` and `B` units and resultant increase in
market capitalisation should further entrench the liquidity of ApexHi units.
CONDITIONS PRECEDENT
The acquisition is subject to the following conditions:
- unconditional approval of the competition authorities;
- the JSE`s approval for the listing of the consideration units, subject to
transfer of Prima`s properties to ApexHi;
- Prima unitholders approving the acquisition; and
- Prima unitholders and the Registrar of Collective Investment Schemes
approving the winding-up of Prima.
FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition, which are not expected to be
material, will be announced after the release by ApexHi of its audited results
for the financial year ended 30 June 2005, scheduled for 4 August 2005.
CIRCULAR TO UNITHOLDERS
In terms of the JSE Listings Requirements, the acquisition is a Category 2
transaction for ApexHi. Therefore a circular for information purposes only will
be posted to ApexHi unitholders in due course.
CAUTIONARY ANNOUNCEMENT
Pending announcement of the financial effects of the acquisition, ApexHi
unitholders are advised to exercise caution in their dealings in ApexHi
securities.
Rosebank
21 July 2005
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Date: 21/07/2005 04:31:35 PM
Produced by the JSE SENS Department
