| Thu 16 Feb 2006, 17:39 | | Vukile/ MICC - Vukile"s offer to acquire the entir |
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MCP VKE
MCP VKE
Vukile/ MICC - Vukile"s offer to acquire the entire issued capital of MICC
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
Share code: VKE ISIN: ZAE000056370
("Vukile")
MICC Property Income Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/013404/06)
South African share code: MCP
Namibian share code: MCO ISIN: ZAE000050175
("MICC")
VUKILE"S OFFER TO ACQUIRE THE ENTIRE ISSUED CAPITAL OF MICC
1 Background
Vukile and MICC unitholders ("unitholders") are referred to the joint
announcement dated 9 December 2005 giving details of Vukile"s firm intention to
make an offer to acquire all 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. Vukile currently holds 50 246 644 MICC
linked units, representing 75.00% of MICC"s total issued capital.
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"). The offer consideration of 862 cents per linked
unit has been determined as the value of the MICC properties to be disposed of
by MICC to ApexHi Properties Limited ("ApexHi"), following the successful
conclusion of the offer, divided by the number of MICC linked units held by
ApexHi. The value of these properties is the higher of the value attributed to
the properties by an independent valuer and the value agreed to between MICC and
ApexHi.
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") and the Namibian Stock Exchange.
ApexHi holds 15 837 754 (23.64%) MICC linked units and has undertaken to accept
the offer. 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.
2 Opinions and recommendations
In terms of the Securities Regulation Code on Take-overs and Mergers, the
independent board of directors of MICC appointed Deloitte & Touche Corporate
Finance ("Deloitte"), a division of Deloitte & Touche, to provide it with
appropriate advice on the offer and how it affects the MICC unitholders.
Deloitte is of the opinion that the terms and conditions of the offer are fair
and reasonable to MICC unitholders and the
substance of their advice is included in the offer document posted to MICC
unitholders today.
The independent board of directors of MICC, having considered the advice of
Deloitte, is of the opinion that the terms and conditions of the offer are fair
and reasonable to MICC unitholders and recommend that MICC unitholders accept
the offer.
3 The offer document and salient dates and times
The offer document to MICC unitholders containing details of the offer will be
posted to MICC unitholders today. Set out below are the salient dates and times
pertaining to the offer:
2006
Offer opens at 09:00 on Friday, 17 February
MICC unitholders who accept the
offer will be entitled to the offer
consideration from Friday, 17 February
Last day to trade in order to be
eligible to participate in the
offer on Friday, 3 March
MICC linked units to trade ex the
offer from Monday, 6 March
Record date to be eligible to
participate in the offer on Friday, 10 March
Offer closes at 12:00 on Friday, 10 March
Results of the offer announced
on SENS Monday, 13 March
Results of the offer announced in
the press Tuesday, 14 March
Notice given in terms of section
440K of the Act on (see Note) Tuesday, 14 March
Note: details concerning the section 440K notice and circular will be announced
as soon as possible following conclusion of the offer.
4 Related party transactions
The acquisition by Vukile of MICC linked units in terms of the offer is
classified as a related party transaction for Vukile in terms of the JSE
Listings Requirements due to the fact that the offer is being made to, inter
alia, ApexHi, a material unitholder of MICC, a subsidiary of Vukile. In
addition, as was detailed in the joint announcement dated 9 December 2005,
following the successful conclusion of the offer, MICC has agreed to sell
specific properties to ApexHi ("the disposal"). Similarly, as the disposal has
been agreed to between a subsidiary of Vukile, MICC, and a material unitholder
of the subsidiary, ApexHi, it is classified as a related party transaction for
Vukile in terms of the JSE Listings Requirements.
Therefore, both the acquisition of the MICC linked units by Vukile in terms of
the offer and the disposal require approval by the Vukile unitholders in general
meeting. In this regard, Sanlam Life Insurance Limited and Clidet 598 (Pty)
Limited have given irrevocable undertakings in respect of 50.13% of Vukile"s
issued capital to vote in favour of the resolutions necessary to give effect to
the offer and the disposal.
A circular to Vukile unitholders, giving full details of the offer and the
disposal, and incorporating a notice of general meeting, will be posted to
Vukile unitholders in due course.
Johannesburg
16 February 2006
Corporate advisor and Sponsor to Vukile
Bridge Capital
Sponsor to MICC
Bridge Capital
Namibian sponsor to MICC
IJG (Pty) Ltd
Irwin, Jacobs, Greene & Associates (Pty) Ltd
Member of the NSX
Independent advisor to MICC
Deloitte
Date: 16/02/2006 05:05:05 PM Produced by the JSE SENS Department
