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APA APB
APA
ApexHi - Update regarding the new ApexHi C Units and the BEE Transaction
ApexHi Properties Limited
(Registration No. 1999/000238/06)
Share codes: APA ISIN codes: ZAE000033064
APB ZAE000033072
("ApexHi")
UPDATE REGARDING THE NEW APEXHI C UNITS AND THE BLACK ECONOMIC EMPOWERMENT
("BEE") TRANSACTION
INTRODUCTION
Unitholders are referred to the previous announcements in relation to:
* the proposed amendments to ApexHi"s linked unit structure in order to
create new ApexHi C units; and
* the proposed BEE transaction ("the BEE transaction")to be implemented by
way of a scheme of arrangement ("the scheme").
THE BEE TRANSACTION
As previously announced, it is proposed that in terms of the scheme and subject
to the creation of the new ApexHi C units, BEE shareholders will acquire 30% of
the ApexHi C units at a price of R2 per unit, vesting control of 10% of the
total voting rights of ApexHi in the BEE shareholders.
ApexHi"s key objectives in selecting the BEE shareholders was to ensure that a
significant proportion of the economic benefits that flow from the BEE
transaction are applied for the benefit of those communities and persons who
have historically been, and continue to be, the most disadvantaged members of
the South African economy.
Accordingly, of the 74 980 920 ApexHi C units to be acquired in terms of the BEE
transaction, 37 480 920 will be acquired by a broad based ownership scheme ("the
BBBEE scheme") the beneficiaries of which will comprise:
- the Cida Empowerment Fund ("Cida"), a fund established to benefit
financially disadvantaged black South African students at Cida City Campus
a fully accredited tertiary education institution in the Johannesburg CBD
offering free tertiary education to over 1 300 students ;
- the DEC Investment Holding Company ("DEC"), established to benefit natural
persons with disabilities through the DEC"s beneficiary organisations
comprising The Thabo Mbeki Development Trust for Disabled People, The Deaf
Federation of South Africa, Disabled People South Africa, National Council
for Persons with Physical Disabilities in South Africa, South African
Federation for Mental Health, South African National Council for the Blind
and Epilepsy South Africa;
- MaAfrika Tikkunn, a nongovernmental organisation focused on the upliftment
and transformation of disadvantaged communities within South Africa
focusing on caring and skilling programmes in impoverished areas in Gauteng
and the Western Cape;
- Makhulong a Matala, the Community Development subsidiary of the
Johannesburg Housing Company a nonprofit organisation committed to urban
regeneration through the provision of quality, value for money
accommodation and service to all who choose to live in JHC projects and
neighbourhoods in a manner that is both sustainable and promotes growth;
and
- The Soul City Broad Based Empowerment Company, whose beneficiaries are
those of Soul City: The Institute for Health & Development Communication, a
non-governmental organisation that promotes health and development through
a combination of large-scale mass media initiatives and extensive community
based interventions on the ground.
The remaining 37 500 000 C units will be acquired by Clearwater Capital. Owned
and controlled by the Kwa-Zulu Natal based Mehta family, Clearwater Capital
brings established business and property expertise and is investing R10 million
of equity in the BEE transaction.
FUNDING OF THE BEE TRANSACTION
The BEE transaction is conditional upon the raising of debt funding ("the BEE
funding") of:
- the R74 961 840 required by the BBBEE scheme to acquire 37 480 920 ApexHi C
units; and
- the R65 000 000 in additional funding required by Clearwater Capital to
acquire 32 500 000 of the 37 500 000 ApexHi C units.
To facilitate the BEE funding, ApexHi has agreed to guarantee the repayment of
the BEE funding (to the extent that it relates to the acquisition of the
debenture portion of the ApexHi C units).
In consideration for providing the guarantee for the repayment of the R65 000
000 funding provided to Clearwater Capital, ApexHi shall be entitled to receive
an amount equivalent to 25% of the capital growth achieved on 32 500 000 of the
ApexHi C units acquired by Clearwater Capital over the 42 month period
commencing on the date on which the BEE transaction is implemented.
SALIENT DATES RELATING TO THE C UNIT AND THE BEE TRANSACTION
The salient dates for the creation of the C units and the implementation of the
BEE transaction are set out below:
2006
Shareholders and debenture holders general meetings
and scheme meetings to be held on Monday, 11 September
Court hearing to sanction the scheme Tuesday, 19 September
Last day to trade A and B units in order to 1) be
entitled to receive new C units and altered A and B Friday, 29 September
units; and 2) participate in the scheme
List and trade amended A and B units and new C
units Issue of new ISINs for the altered A, B units
and new C units Monday, 2 October
Record date on which scheme participants must be
recorded in the register to 1) receive new C units
and altered A and B units; and 2) receive the
scheme consideration, by close of trading on Friday, 6 October
Operative date of the scheme at the commencement of
trading Monday, 9 October
Scheme consideration and certificates for altered A
and B units and new C units posted to certificated
scheme participants (if documents of title are
received on or prior to the record date) on Monday, 9 October
Dematerialised scheme participants will have their
accounts (held at their CSDP or Broker) updated on Monday, 9 October
Notes:
1. No dematerialisation or rematerialisation of the current A and B units may
take place after the last day to trade, being Friday 29 September 2006.
2. These dates and times are subject to change. Any changes will be published
on SENS and in the press.
FURTHER DOCUMENTATION
Further details of the BEE transaction and the ApexHi C units, together with a
more detailed timetable, will be set out in the circular to be sent to ApexHi
unitholders in relation to the ApexHi C units and the BEE transaction on or
about 18 August 2006.
Rosebank
2 August 2006
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital (Proprietary) Limited
Date: 02/08/2006 05:06:04 PM Produced by the JSE SENS Department
