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APA APB
APA
ApexHi Properties Limited - Announcement
ApexHi Properties Limited
(Registration No. 1999/000238/06)
Share codes: APA ISIN codes: ZAE000033064
APB ZAE000033072
("ApexHi")
CIRCULAR RELATING TO THE SUBSTITUTION OF THE CURRENT DEBENTURE TRUST DEED AND
UPDATE REGARDING THE C UNITS AND THE BLACK ECONOMIC EMPOWERMENT ("BEE")
TRANSACTION
INTRODUCTION
Unitholders are referred to the announcement dated 9 May 2006 in which ApexHi
advised unitholders of:
- the terms of the proposed C units; and
- the proposed BEE transaction to be implemented by way of a scheme of
arrangement ("the BEE transaction").
AMENDMENT TO THE DEBENTURE TRUST DEED
In addition to the changes to the debenture trust deed required to regulate the
proposed C units, it was necessary to make a number of other changes to the
debenture trust deed unrelated to the C units.
In order to ensure changes required to the debenture trust deed (unrelated to
the C units) are made before the publication of ApexHi"s results for the year
ended 30 June 2006 it was necessary to post a circular dealing with the
substitution of the current debenture trust deed with a new debenture trust
deed.
Accordingly a circular convening meetings of A and B debenture holders relating
to the substitution of the current debenture trust deed and the appointment of a
new debenture trustee was posted on Friday 7 July 2006. The new trust deed,
inter alia,:
- provides for a definition of "net income" in the new debenture trust deed
accommodating the new IFRS accounting policies;
- amends the provisions of the debenture trust deed to provide that 100% of
the distributable income shall be paid to debenture holders on the basis
set out in the new debenture trust deed as opposed to the minimum of 95% in
terms of the current debenture trust deed (thereby bringing the provisions
of the deed in line with ApexHi"s practice in this regard); and
- allows for communication with unitholders by electronic means and enables
and regulates the issue of uncertificated securities in the new debenture trust
deed.
The general meetings convened pursuant to that circular will be held at the
registered office of ApexHi at 2nd Floor, Broll House, 27 Fricker Road, Illovo,
2196 at 9:00 (in the case of A debenture holders) and 9:30 (in the case of B
debenture holders) on Monday, 31 July 2006.
UPDATE ON THE C UNITS
The implementation of the new C unit structure and the BEE transaction have been
delayed due to the need to:
- obtain clarity from the South African Revenue Service ("SARS") on the tax
consequences of the creation of the C unit structure and the BEE transaction;
and
- finalise the terms of the funding of the BEE transaction.
In this regard:
- following various discussions, SARS has advised ApexHi that it is satisfied
that the conversion of the A and B units into A, B and C units will not entail a
disposal of the A and B units, and accordingly will not give rise to capital
gains tax. The disposal of 30% of the C units in terms of the BEE transaction
does however constitute a disposal. The method for calculating any gain or loss
on that disposal (which has been cleared with SARS) will be fully dealt with in
the circular to be issued to unitholders in relation to the C units; and
- the funding for the BEE transaction is almost finalised.
It is anticipated that a further announcement (incorporating a detailed
timetable) in relation to the proposed C units and the BEE transaction will be
made within the next two weeks.
Rosebank
10 July 2006
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Date: 11/07/2006 07:30:19 AM Produced by the JSE SENS Department
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