| Wed 14 Mar 2007, 13:53 | | MCO / MCP - MICC Property Income / Vukile - Update |
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MCP VKE
MCP VKE
MCO / MCP - MICC Property Income / Vukile - Update On The Acquisition
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")
UPDATE ON THE ACQUISITION OF ALL REMAINING LINKED UNITS IN MICC BY VUKILE
IN TERMS OF SECTION 440K OF THE COMPANIES ACT, ACT 61 OF 1973, AS AMENDED
1 Background
Linked unitholders are referred to the joint announcements by Vukile and
MICC, dated 16 February 2006, 3 March 2006, 9 March 2006, 16 March 2006
and 4 May 2006, giving details of Vukile`s offer to acquire all of the
MICC linked units which it did not already hold for a cash consideration
of 884.1 cents per MICC linked unit ("the offer"), such that, on
conclusion of the proposed transaction, Vukile would hold 100% of MICC`s
issued capital and MICC would be delisted from the JSE Limited ("the
JSE") and the Namibian Stock Exchange ("the NSX").
Vukile confirmed that it would invoke the provisions of section 440K of
the Companies Act, Act 61 of 1973 ("the Act"), as amended ("section
440K"), to compulsorily acquire all of the linked units in MICC which it
did not already hold. However, before the compulsory acquisition could
be implemented, an application was filed on Friday, 28 April 2006 by an
individual ("the applicant") with the High Court of South Africa
(Witwatersrand Local Division) ("the High Court") opposing Vukile`s
compulsory acquisition of the remaining MICC linked units. Linked
unitholders were notified of Vukile`s intention to oppose the
application. As a result of this, the listings of MICC`s linked units on
the JSE and the NSX were not terminated but continued to be suspended
until further notice.
2 Court hearing
On Friday, 15 February 2007, the aforementioned matter was heard before
the High Court which ruled, inter alia, as follows:
2.1 that the matter be referred to trial;
2.2 that the applicant file his declaration within one month from 15
February 2007; and
2.3 in terms of an agreement reached between the applicant, certain
dissenting unitholders ("the dissenting unitholders") and Vukile that:
2.3.1 the applicant`s and the dissenting unitholders` MICC
linked units (if any) be transferred to Vukile against payment of the
offer consideration (being 884.1 cents per MICC linked unit);
2.3.2 notwithstanding the provisions of 2.3.1, the applicant and
the dissenting unitholders have the right to sue Vukile for any damages
they may have suffered if the High Court finds the acquisition of their
MICC linked units to have been unlawful. The applicant and the
dissenting unitholders shall not, however, be entitled to claim back
their MICC linked units; and
2.3.3 Vukile`s rights to oppose the abovementioned claim are in
no way prejudiced or diminished by the terms of the High Court Order.
3 Compulsory acquisition
As a result of the High Court Order, Vukile will proceed to
compulsorily acquire all the MICC linked units from the MICC unitholders
who have not accepted the offer. Applications will be made to the JSE
and the NSX to terminate MICC`s listings with effect from the
commencement of business on Tuesday, 3 April 2007.
Vukile has, in terms of section 440K(2) of the Act, transmitted to
MICC an instrument of transfer duly executed by Vukile`s CEO on behalf of
the remaining MICC unitholders, together with the offer consideration in
respect of the MICC linked units of those remaining MICC unitholders.
MICC has taken the necessary steps to register Vukile as the holder of
those linked units. MICC will post the offer consideration due to the
former remaining certificated MICC unitholders and arrange to credit the
accounts of the former remaining uncertificated MICC unitholders with the
offer consideration due to them, on Monday, 2 April 2007 (Record Date
Friday, 30 March 2007).
Johannesburg
14 March 2007
Corporate advisor and sponsor to Vukile
CAPITAL BRIDGE
Sponsor to MICC
CAPITAL BRIDGE
Namibian sponsor to MICC
IJG
Legal advisors
BRINK COHEN LE ROUX
Date: 14/03/2007 13:53:01 Produced by the JSE SENS Department.
