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APA APB
APA
ApexHi - Creation of C Class Units; BEE Transaction and withdrawal of
cautionary
ApexHi Properties Limited
(Registration No. 1999/000238/06)
Share codes: APA ISIN codes: ZAE000033064
APB ZAE000033072
("ApexHi")
CREATION OF C CLASS UNITS, BLACK ECONOMIC EMPOWERMENT TRANSACTION AND
WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Unitholders are referred to the announcement dated 24 March 2006 in which
ApexHi advised unitholders that it intended:
* creating C units in addition to the current A and B units; and
* using C units to facilitate the introduction of meaningful black
economic empowerment into ApexHi.
THE C UNITS
ApexHi proposes creating C units (being C class shares linked to C class
debentures) which will be distributed to A and B unitholders on the basis
that:
* A unitholders will receive 45 C units for 100 A units held; and
* B unitholders will receive 55 C units for every 100 B units held,
as a result of which there will be a total 249 174 900 C units issued, 112
128 705 of which will be issued to A unitholders and 137 046 195 of which
will be issued to B unitholders.
The A and B unitholders will not be required to pay any consideration for
the C units.
The holders of C units will be entitled to receive (as interest on the C
debenture):
* all of the annual aggregate income distributed by ApexHi between R3
and R3.75 per unit; and
* 20% of the amount by which the annual aggregate income distributed by
ApexHi exceeds R3.75 per unit.
Accordingly the rights of the holders of the A and B units to share in the
annual aggregate income distributed by ApexHi will be unaffected by the
creation of the C units until the annual aggregate income distributions
exceed R3 per unit.
EFFECT OF THE C UNITS ON INCOME DISTRIBUTIONS
Currently the holders of:
* A units are entitled to receive per unit the first R1.02 or 45% of the
annual aggregate income distributions, whichever is the greater; and
* B units are entitled to the balance of the annual aggregate income
distributions after A unitholders have been paid.
After the creation of C units, ApexHi"s annual income will be distributed
between the holders of A, B and C units on the basis that if the annual
income distributed by ApexHi is:
* less than R2.27 per unit:
* holders of A units will receive the first R1.02 per unit;
* holders of B units will receive the balance (up to R1.25 per
unit); and
* holders of C units will not receive any income;
* between R2.27 and R3 per unit:
* holders of A units will receive 45% of income distributed;
* holders of B units will receive 55% of income distributed; and
* holders of C units will not receive any income;
* between R3 and R3.75 per unit:
* holders of A units will receive R1.35 per unit (being 45% of R3);
* holders of B units will receive R1.65 per unit (being 55% of R3);
* holders of C units will receive the balance (up to R0.75 per
unit);
* more than R3.75 per unit:
* holders of A units will receive R1.35 per unit plus 36% of the
amount by which the annual income distributed exceeds R3.75 per
unit;
* holders of B units will receive R1.65 per unit plus 44% of the
amount by which the annual income distributed exceeds R3.75 per
unit; and
* holders of C units will receive R0.75 per unit plus 20% of the
amount by which the annual income distributed exceeds R3.75 per
unit.
THE BLACK ECONOMIC EMPOWERMENT TRANSACTION
Subject to all of the approvals necessary to create C units, ApexHi will
propose a scheme of arrangement in terms of section 311 of the Companies
Act ("the scheme") pursuant to which holders of A and B units will be
required to sell 30% of C units received by them to selected black economic
empowerment parties ("the BEE partners") for a scheme consideration of R2
per C unit.
The scheme will result in:
* holders of the A units disposing of 33 638 612 C units to the BEE
partners for R67 277 224 (which equates to 27 cents per A unit held by
them); and
* holders of B units disposing of 41 113 858 C units to the BEE partners
for R82 227 716 (which equates to 33 cents per B unit held by them);
* BEE partners acquiring 74 752 470 C units for R149 504 940.
The C units acquired by the BEE partners will comprise 10% of the linked
units in issue and will entitle the BEE partners to 10% of the total voting
rights in ApexHi.
It is proposed that 25 000 000 C units be acquired by a broadbased
ownership scheme ("ownership scheme") to be established in accordance with
the Codes of Good Practice on BroadBased Black Economic Empowerment
published by the Department of Trade and Industry and the Property Sector
Transformation Charter. ApexHi will facilitate the funding of the
acquisition of C units by the ownership scheme. Negotiations are well
advanced with a BEE consortium which will acquire the balance of the C
units, the funding of which will be without recourse to ApexHi.
CONDITIONS
The creation of C units is subject to the requisite approval of:
* the debenture trustee; and
* the A and B shareholders and A and B debenture holders in general
meeting.
The scheme is conditional upon:
* the creation of the C units;
* the approval of 75% of A and B shareholders and A and B debenture
holders present and voting at the scheme meetings convened to consider
and if deemed fit approve the scheme;
* the sanction of the scheme by the High Court of South Africa; and
* the registration of the court order sanctioning the scheme by the
registrar of companies.
FURTHER DOCUMENTATION AND TIMING
It is anticipated that the C units will be created and the scheme
implemented early in July 2006.
A circular providing full details of the C units including a notice of the
scheme meeting will be posted to ApexHi unitholders in due course.
WITHDRAWAL OF CAUTIONARY
Shareholders are advised that caution is no longer required to be exercised
by shareholders when dealing in their securities.
Rosebank
9 May 2006
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Date: 09/05/2006 04:27:11 PM Produced by the JSE SENS Department
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