| Thu 16 Mar 2006, 8:18 | | Vukile/MICC - Preliminary results of Vukile"s offe |
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Vukile/MICC - Preliminary results of Vukile"s offer to MICC unitholders;
provisions invoked; and salient dates of Vukile unitholders"
meeting
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
ISIN ZAE000050175
("MICC")
PRELIMINARY RESULTS OF VUKILE"S OFFER TO MICC UNITHOLDERS; PROVISIONS OF SECTION
440K OF THE COMPANIES ACT INVOKED; AND SALIENT DATES AND TIMES OF VUKILE
UNITHOLDERS" MEETING
1. The offer
1.1. Preliminary results of the offer
Vukile and MICC unitholders are referred to the joint announcements
dated 16 February 2006, 3 March 2006 and 9 March 2006 giving details
of Vukile"s offer to acquire all of the linked units in MICC which it
does not already hold ("the minority unitholding") for a cash
consideration of 884.1 cents per MICC linked unit ("the offer"), such
that on conclusion of the proposed transaction, Vukile will hold 100%
of MICC"s issued capital and MICC will be delisted from the JSE
Limited ("the JSE") and the Namibian Stock Exchange ("the NSX").
To date, the offer has been accepted by MICC unitholders holding 15
837 754 MICC linked units, representing 94.58% of the minority
unitholding.
1.2. Provisions of section 440K of the Act to be invoked
The offer was made in terms of section 440K of the Companies Act (Act
61 of 1973), as amended ("the Act"), and as the offer has been
accepted by unitholders holding in excess of 90% of the minority
unitholding, Vukile will invoke the provisions of section 440K(1)(a)
of the Act to compulsorily acquire all the MICC linked units from MICC
unitholders who do not accept the offer.
1.3. Salient dates and times
The section 440K notification circular to MICC unitholders offer will
be posted on Thursday, 16 March 2006.
2006
Notice given in terms of section
440K(1)(a) of the Act, as acceptances
received from MICC minority unitholders
holding more than 90% of the
minority unitholding, on Thursday, 16 March
Listing of MICC linked units suspended
from the JSE and NSX from commencement
of business on Friday, 17 March
Expiry of six week period for compulsory
acquisition of remaining MICC linked
units at the close of business on Friday, 28 April
Effective date of the compulsory
acquisition ("compulsory acquisition
date") in terms of Section 440K of the
Act on Tuesday, 2 May
Listing of MICC linked units terminated
on the JSE and the NSX from the
commencement of business on Friday, 5 May
Notes:
1. Holders of certificated linked units will have their offer consideration
posted, while holders of dematerialised linked units who have instructed
their CSDP/broker accordingly will have their accounts at their CSDP/broker
credited with the offer consideration.
2. The offer consideration will be posted/effected within 5 business days of
receipt of certificates and/or other documents of title by the transfer
secretaries or receipt of notification by STRATE to the transfer
secretaries.
3. In respect of certificated unitholders who do not surrender their documents
of title before the compulsory acquisition date the offer consideration
will be held in trust by MICC, for the benefit of the remaining MICC
unitholders, in terms of section 440K of the Act.
4. Should the dematerialised unitholder not render the notification to the
CSDP or broker, their CSDP or broker will arrange for the dematerialised
unitholder"s account to be debited with the remaining MICC linked units and
credited with the offer consideration within 5 business days of the
compulsory acquisition date in the manner stipulated in the agreement
entered into between such dematerialised unitholders and their CSDP or
broker.
2. Vukile unitholders" meeting
Vukile unitholders are referred to the announcement dated 16 February 2006
notifying unitholders that the offer and subsequent disposal of certain
MICC properties to ApexHi Properties Limited ("the transaction") are
classified as related party transactions by the JSE, thus requiring Vukile
unitholders" approval. In this regard, a circular has been posted to
Vukile unitholders on Thursday, 16 March 2006 giving details of the
transaction. Set out below are the salient dates and times pertaining to
the Vukile unitholders" meeting:
2006
Circular posted to Vukile
unitholders on Thursday, 16 March
Last day for receipt of forms of
proxy in respect of the general
meeting by no later than 10:00 on Wednesday, 29 March
General meeting to be held at
10:00 on Friday, 31 March
Results of general meeting
released on SENS on Friday, 31 March
Results of general meeting published
in the press on Monday, 3 April
Note: The abovementioned dates and times are subject to change and any such
change will be announced on SENS and in the press.
Johannesburg
16 March 2006
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 & Associates (Pty) Limited
Legal advisors
Brink Cohen Le Roux
Date: 16/03/2006 07:00:08 AM Produced by the JSE SENS Department
