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Prima - Disposal by Prima of its entire business to Apexhi - Update
Prima Property Trust
Share code: PRM & ISIN code: ZAE000005641
(`Prima`)
(A collective investment scheme in property managed by Prima Property Trust
Managers Limited (`PPTM`), in terms of the Collective Investment Schemes Control
Act, 45 of 2002 (`the Act`))
DISPOSAL BY PRIMA OF ITS ENTIRE BUSINESS TO APEXHI PROPERTIES LIMITED (`APEXHI`)
- UPDATE
INTRODUCTION
Further to the announcements on SENS dated 21 July and 5 August 2005, Prima
unitholders are advised of the issue of a circular to Prima unitholders dated 22
September 2005 (`the Prima circular`), in respect of the disposal of the entire
business of Prima to ApexHi (`the disposal`), the winding-up of Prima in terms
of section 102(2) of the Act, an in specie distribution of ApexHi A units and
ApexHi B units and the termination of the listing of Prima units on the JSE
Limited (`JSE`) (collectively, `the transaction`). The Prima circular contains a
notice of the general meeting detailed below and a form of proxy for use by
certificated and own-name registered dematerialised unitholders.
GENERAL MEETING
A general meeting of Prima unitholders will be held at Ground Floor, 2 Arnold
Road, Rosebank, 2196, at 10:00 am on Friday, 14 October 2005 (`the general
meeting`) to consider and, if deemed fit, pass the resolutions necessary to
approve the transaction.
APEXHI CIRCULAR
A copy of a circular to ApexHi unitholders regarding the disposal, will be sent
to Prima unitholders on or about 26 September 2005.
SWAP RATIO
The Prima circular contains, inter alia, information detailing the consideration
payable by ApexHi in respect of the disposal, including, as previously
announced, the applicable swap ratio, being 5.9 ApexHi A units and 5.9 ApexHi B
units (the `consideration units`) for every 100 Prima units held.
Prima unitholders recorded in the register of Prima on the record date for
receipt by Prima unitholders of the letters of allotment) (`LAs`) entitling the
holder to the consideration units (further details of which are set out in the
Prima circular), will receive LAs in respect of the consideration units.
The LAs will be listed on the JSE with effect from commencement of business on
Monday, 31 October 2005, provided that by then the Prima properties will have
been transferred and an order for the winding-up of Prima will have been
obtained from the High Court of South Africa.
On the record date for receipt by holders of LAs (or if the LAs are never
issued, Prima unitholders) of the consideration units, being Friday, 2 December
2005 or such other date announced on SENS and in the press, holders of the LAs
will qualify to receive the consideration units.
SALIENT DATES
The salient dates in respect of the transaction are set out in the table below.
(1,2)
2005
The Prima circular issued on Thursday, 22 September
Effective date in respect of
the disposal Saturday, 1 October
Last day to lodge forms of proxy
with the transfer secretaries
by 10:00 am on Wednesday, 12 October
The general meeting to be held at
at 10:00 am on Friday, 14 October
Results of the general meeting published
on SENS on Friday, 14 October
Results of the general meeting published
in the press on Monday, 17 October
Winding-up application lodged at Court
on or as soon as possible after Monday, 17 October
Anticipated date of transfer of
the properties Friday, 21 October
Publication of finalisation information
on SENS (including the total number of
ApexHi A units and ApexHi B units to be
issued by ApexHi as consideration for
the disposal (and cash, if any) to be
distributed per Prima unit) on Friday, 21 October
Publication of finalisation information
in the press on Monday, 24 October
Last day to trade Prima units
for receipt of LAs Friday, 28 October
LAs listed on the JSE (on the assumption
that all of the properties have been
transferred and the final
winding-up order has been obtained) (3) on Monday, 31 October
Trading in LAs commences from
commencement of trade on Monday, 31 October
Prima units listing suspended on the JSE Monday, 31 October
Record date for Prima unitholders to
qualify for receipt of LAs Friday, 4 November
Dematerialised Prima unitholders`
accounts to be credited with LAs and cash
(if any) and LAs to be issued and posted
to certificated Prima unitholders on Monday, 7 November
Record date for entitlement of ApexHi
unitholders to receive the the
distribution by ApexHi to ApexHi
unitholders registered as such
on the ApexHi record date4 Friday, 25 November
Last day to trade for holders of
LAs to qualify for receipt of
ApexHi consideration units Friday, 25 November
Suspension of listing of LAs
at commencement of trade on Monday, 28 November
Listing of ApexHi consideration
units from commencement of trade on Monday, 28 November
Trading in ApexHi consideration units
commences from commencement of trade on Monday, 28 November
Record date for receipt of ApexHi
consideration units Friday, 2 December
ApexHi consideration units issued,
unit certificates posted and
dematerialised Prima unitholders`
accounts at CSDP or broker updated on Monday, 5 December
Termination of listing of LAs at
commencement of trade (3) on Monday, 5 December
Notes
(1) The abovementioned dates and times are subject to change at the instance of
Prima. Any changes will be announced in the press and on SENS.
(2) Prima unitholders are referred to the front cover of the Prima circular for
information on the action required to be taken by them.
(3) If all of the properties have not, by the date occurring five business days
prior to the ApexHi record date, been transferred to ApexHi, then Prima
unitholders recorded in the register of Prima on the second record date
will receive the ApexHi consideration units and the LAs will not be issued,
listed or distributed to Prima unitholders.
(4) Prima unitholders will not rank for this distribution.
Rosebank
22 September 2005
Corporate advisor
Sponsor
Java Capital (Proprietary) Limited
Attorneys
Fluxmans
Date: 22/09/2005 05:44:08 PM
