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SPE RDF
SPE RDF
Redefine /Spearhead - Firm Intention
Redefine Income Fund Limited
(Registration No. 1999/018591/06)
Share Code: RDF & ISIN Code: ZAE000023503
("Redefine")
Spearhead Property Holdings Limited
(Registration No. 1996/005827/06)
Share Code: SPE & ISIN Code: ZAE000019162
("Spearhead")
FIRM INTENTION TO MAKE AN OFFER TO LINKED UNITHOLDERS OF SPEARHEAD
INTRODUCTION
Further to the Redefine cautionary announcements dated 11 May and 3 July 2006
and the Spearhead cautionary announcements dated 26 May and 7 July 2006,
Redefine and Spearhead linked unitholders are advised that Redefine has
submitted to the board of directors of Spearhead a notice of Redefine"s firm
intention to make an offer (either directly or through its wholly owned
subsidiary Outward Investments (Proprietary) Limited) to acquire 100% of the
Spearhead linked units in terms of either:
- a scheme of arrangement (the "scheme") in terms of section 311 of the
Companies Act, 61 of 1973 (the "Act"); and/or
- an offer in terms of sections 440A to 440K of the Act (the "440 offer"),
(the "Spearhead offer").
TERMS OF THE OFFER
The principal terms and conditions of the Spearhead offer will be as follows:
The offer consideration
The consideration payable by Redefine for the Spearhead linked units will
comprise, at the election of Spearhead linked unit holders, either:
- 6.18 Redefine linked units (the "consideration units") per Spearhead linked
unit; or
- R31.00 in cash (the "cash consideration") per Spearhead linked unit,
together with interest thereon at 8.5% (nominal annual compounded monthly)
from 1 September 2006 until the date of payment of the cash consideration.
In the absence of an election, Spearhead linked unitholders will be deemed to
have elected to have received the consideration units as opposed to the cash
consideration.
The aggregate cash consideration will be limited to 50% of the total
consideration payable in terms of the Spearhead offer. Accordingly, Spearhead
linked unitholders who elect to receive the cash consideration in respect of
more than 50% of their Spearhead linked units will only be accommodated if and
to the extent that, other Spearhead linked unitholders elect to receive
consideration units in respect of more than 50% of their Spearhead linked units.
Entitlement to income
The Spearhead linked units acquired by Redefine pursuant to the Spearhead offer
will be acquired ex the entitlement to the Spearhead income distribution in
respect of the six month period ended 30 June 2006, on the basis that the
Spearhead linked unitholders and not Redefine will receive that distribution.
The consideration units will rank for Redefine income distributions with effect
from the income distribution period commencing on 1 September 2006.
Conditions to the offer
The Spearhead offer will be conditional upon:
- the requisite approval of Redefine linked unitholders;
- Redefine acquiring 100% of the Spearhead linked units in issue; and
- receipt of all requisite regulatory, court and Spearhead linked unitholder
approvals.
UNDERTAKINGS TO SUPPORT THE SPEARHEAD OFFER
Spearhead linked unitholders holding approximately 30.6% of Spearhead"s linked
units have provided irrevocable undertakings to vote in favour of the scheme or
accept the 440 offer depending upon the form that the Spearhead offer takes.
In addition Spearhead linked unitholders holding approximately 27% of the
Spearhead"s linked units have indicated their support for the Spearhead offer.
DE-LISTING OF SPEARHEAD
Subject to the offer being implemented, Spearhead will be delisted from the JSE
Limited.
CONFIRMATION OF FINANCIAL RESOURCES
The Standard Bank of South Africa Limited has confirmed to the Securities
Regulation Panel ("SRP") that sufficient cash resources are available to
Redefine to satisfy full acceptance of the Spearhead offer.
OPINION AND RECOMMENDATIONS
The Spearhead board has formed a separate independent subcommittee to consider
the terms of the offer. The sub-committee will appoint independent advisors to
assist in its task and provide it with the external advice required in terms of
the SRP Code. The opinions and recommendations of the independent advisors,
independent sub-committee and the board will be set out in a circular that will
be sent to Spearhead linked unitholders.
RENEWAL OF SPEARHEAD AND REDEFINE CAUTIONARY ANNOUNCEMENTS
Until such time as the detailed terms and conditions of the offer and the
salient dates and times pertaining to the offer are published, Spearhead linked
unitholders are advised to continue exercising caution when dealing in their
Spearhead linked units.
The financial effects of the Spearhead offer on Redefine linked unitholders have
not yet been finalised and will be published as soon as they have been
completed. Accordingly Redefine linked unitholders are advised to continue to
exercise caution when trading in Redefine linked units until a further
announcement is made. Redefine linked unitholders are however advised that the
renewed cautionary applies only to the Spearhead offer and that other
negotiations referred to in the cautionary announcement dated 11 May 2006 are
not proceeding.
FURTHER DOCUMENTATION
A circular containing full details of the Spearhead offer will be posted to
Spearhead shareholders in due course.
A Redefine category 1 acquisition circular will be posted to Redefine
shareholders in due course.
Rosebank
26 July 2006
Corporate advisor, legal advisor and sponsor to Redefine
Java Capital (Proprietary) Limited
Sponsor and corporate advisor to Spearhead
Bridge Capital
Legal advisors to Spearhead
Werksmans Attorneys and Hofmeyr Herbstein and Ghiwala Inc.
Date: 26/07/2006 02:04:04 PM Produced by the JSE SENS Department
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