| Fri 9 Dec 2005, 14:43 | | VUKILE'S INTENTION TO ACQUIRE MICC |
|
Vukile/MICC - Vukile"s firm intention to make an offer to acquire the entire
issued capital of MICC and withdrawal of joint cautionary
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/027194/06
JSE code: VKE ISIN: ZAE000056370
("Vukile")
MICC Property Income Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/013404/06)
JSE code: MCP NSX code: MCO
("MICC")
("the companies")
VUKILE"S FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED CAPITAL OF
MICC
WITHDRAWAL OF JOINT CAUTIONARY ANNOUNCEMENT
Introduction
Vukile and MICC unitholders ("unitholders") are referred to the joint cautionary
announcement published on SENS on 22 November 2005 stating that the companies
had entered into negotiations regarding the acquisition by Vukile of the linked
units in MICC which it does not already hold, such that on conclusion of the
proposed transaction, Vukile will hold 100% of MICC"s issued capital.
Unitholders are hereby notified that Vukile has notified the board of directors
of MICC in writing of its firm intention to make an offer ("the firm intention
notice").
The proposed offer
Terms of the proposed offer
In terms of the firm intention notice, Vukile is offering to acquire all the
issued linked units in MICC, other than the MICC linked units it already holds,
for a consideration of 862 cents per MICC linked unit ("the offer"). Vukile
currently holds 50 246 644 MICC linked units, representing 75.00% of MICC"s
total issued capital.
The offer will be made in terms of section 440 of the Companies Act (Act 61 of
1973), as amended ("the Act"), and Vukile intends invoking the provisions of
section 440K of the Act to compulsorily acquire all the MICC linked units from
MICC unitholders who do not accept the offer. Following the successful
implementation of the offer, MICC will be delisted from the JSE Limited ("the
JSE").
The proposed offer will be subject to approval by the regulatory authorities,
including the Securities Regulation Panel ("the SRP"), the JSE, the South Africa
Reserve Bank and the Competition Authorities.
Agreement reached with ApexHi Properties Limited ("ApexHi")
ApexHi holds 15 837 754 (23.64%) MICC linked units and has undertaken to accept
the offer when it is made by Vukile. As a result, the 90% threshold required in
terms of section 440K of the Act will be obtained from the day the offer opens
and therefore Vukile will invoke the provisions of section 440K of the Act to
compulsorily acquire all the MICC linked units from MICC unitholders who do not
accept the offer.
In addition, as it is ApexHi"s stated intention to acquire certain MICC
properties, MICC and ApexHi have entered into an agreement in terms of which
MICC has agreed to sell specific properties ("the MICC properties") to ApexHi,
immediately following the successful conclusion of the offer ("the disposal").
The MICC properties have been valued by an independent valuer and the disposal
consideration will be the higher of the value attributed to these properties by
the independent valuer and the consideration agreed to between MICC and ApexHi.
The disposal is subject to:
the approval by the MICC funding banks of the disposal;
the successful implementation of the abovementioned offer.
Details of the disposal will be included in the offer document, which will be
posted to MICC unitholders in due course.
Opinions
In terms of the Securities Regulation Code on Take-overs and Mergers, the board
of directors of MICC has appointed Deloitte & Touche Corporate Finance, a
division of Deloitte & Touche to provide it with appropriate advice on the offer
and how it affects the MICC unitholders. The substance of this advice will be
incorporated into the offer document, which will be posted to MICC unitholders
in due course.
Cash confirmation
The SRP has been furnished with written confirmation from ABSA that Vukile has
sufficient cash resources and/or facilities to meet its obligations in terms of
the offer.
Withdrawal of joint cautionary announcement
As the details of the proposed transaction to which the joint cautionary
announcement referred have been published, unitholders are no longer required to
exercise caution when dealing in their linked units.
Johannesburg
9 December 2005
Corporate advisor and Sponsor to Vukile: Bridge Capital Services (Pty) Limited
Sponsor to MICC: Bridge Capital Services (Pty) Limited
Namibian sponsor to MICC: Irwin, Jacobs, Greene (Pty) Limited, Member of the NSX
Independent advisor to MICC: Deloitte & Touche Corporate Finance, a division of
Deloitte & Touche
Date: 09/12/2005 02:14:11 PM Produced by the JSE SENS Department
