ApexHi releases terms of conditional offer to MICC unitholders

Posted On Monday, 01 November 2004 02:00 Published by eProp Commercial Property News
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Gerald Leissner1.   Introduction
The attention of ApexHi unitholders is drawn to the announcement on 12 October2004 by ApexHi in terms of which it informed ApexHi unitholders that on 23 September 2004 ApexHi had submitted a written offer to the board of directors of MICC ("the MICC board") to acquire from MICC as a going concern the entire property portfolio of MICC.  On 27 September 2004 the MICC board acknowledged receipt of such offer and undertook to revert to ApexHi.  ApexHi has not yet received a response from the MICC board and accordingly ApexHi unitholders are
advised that on Tuesday, 26 October 2004 ApexHi submitted written notice to the MICC board of its intention to make a conditional offer ("the offer") to the unitholders of MICC to acquire all of their linked units ("the offer units") for an offer consideration of 35 ApexHi "A" linked units and 35 ApexHi "B" linked units for every 100 offer units held.  The offer is subject to the conditions precedent set out in paragraph 3 below and to the provisions of the Securities Regulation Code on Take-overs and Mergers ("the Code").

2.   ApexHi"s rationale for the offer MICC"s R1 billion property portfolio is complementary to that of ApexHi and the acquisition by ApexHi of an interest in MICC, whether such interest is a majority or a minority interest, through the acquisition of the offer units will increase ApexHi"s influence over a combined property portfolio in excess of R4 billion.  Should it be possible, over time, to transfer MICC"s property
portfolio from MICC to ApexHi and delist MICC, ApexHi would be able to enjoy a saving in costs which would benefit ApexHi unitholders.  In addition, in ApexHi"s opinion, the offer is more favourable to MICC unitholders than the Vukile offer referred to in paragraph 6 below.

3.   Terms and conditions of the offer
3.1  The offer
The offer will be made in terms of the provisions of the Code. Should MICC unitholders holding more than 90% of the offer units accept the offer, it is ApexHi"s intention to invoke the provisions of section 440K of the Companies Act, 61 of 1973, as amended, and thereafter to make an application to the JSE to delist MICC. ApexHi reserves the right to implement the offer using alternative structures.  In the event that the provisions of s440K of the Act are invoked, ApexHi confirms that the Articles of Association of MICC will be amended, insofar as may be required, to conform to Schedule 10 of the JSE Listings Requirements.

3.2  The offer consideration The offer consideration will be 35 ApexHi "A" linked units and 35 ApexHi "B" linked units ("the ApexHi consideration linked units") for every 100 offer units held, to be issued, free of interest, with effect on and as from 1 November 2004, on the later of the fifth business day following the offer being declared unconditional or within five business days of receipt of properly completed forms of acceptance and, where applicable, delivery of the offer units in question.  Based on ApexHi"s listing price of 1 780 cents per ApexHi linked unit, the implied value of the offer is 623 cents per offer unit.  The transfer costs and issue duties associated with the offer will be for the account ofApexHi.  If the next ApexHi distribution is the same as the previous one paid by ApexHi, MICC unitholders will receive, in respect of the 3 months ended 30
September 2004, 54,5 cents per ApexHi unit held, which, taking into account the ApexHi consideration linked units for every 100 offer units, equates to 19,075 cents per offer unit.  ApexHi will receive the estimated MICC distribution for the six months ended 30 September 2004 of 37 cents per offer unit.  If MICC unitholders accept the offer they should receive 19,075 cents per offer unit, payable quarterly, against the estimated 37 cents payable by MICC half-yearly.

3.3  Conditions precedent

3.3.1     The posting of the offer circular to MICC unitholders referred to in paragraph 7 is conditional upon the fulfilment of the following conditions
-    the approval by the JSE to the issue and listing of the ApexHi consideration linked units; and
-    the consent of the trustee of the Principal Debenture Trust Deed governing the terms of the debentures issued by ApexHi, as amended ("the debenture trust deed") to the implementation of the offer by ApexHi.

3.3.2     The offer is conditional upon the fulfilment of the following condition precedent namely, insofar as may be necessary, the attainment of all regulatory approvals which may be required, including, but not limited to, the approval of the Competition authorities and the Securities Regulation Panel.

3.4  The attention of ApexHi unitholders is drawn to the fact that, because the acquisition of the offer units constitutes a category 3 transaction for purposes of the JSE listing requirements, the approval of ApexHi unitholders in general meeting to the acquisition by ApexHi of the offer units is not required.

4.   Business carried on by MICC
MICC owns, acquires and manages strategic investment properties and invests in properties that are complimentary in terms of property types and geographic spread to the existing portfolio.

5.   Existing holdings
ApexHi confirms that, at the date of this announcement, with the exception of its control over 3 346 100 linked units of MICC constituting approximately 5% of all the issued linked units of MICC, it does not own or control any issued linked units of MICC or hold any options over any of the issued linked units of MICC.

6.   The Vukile offer
The attention of unitholders is drawn to the announcements on 8 September 2004 by Vukile Property Fund Limited ("Vukile") of its firm intention to acquire the entire issued capital of MICC ("The Vukile offer") and to its further cautionary announcement on 22 October 2004.  The board of directors of ApexHi are of the view that the unitholders of MICC should take cognisance of the aforegoing prior to accepting the Vukile offer.

7.   Documentation and FURTHER cautionary announcement
A detailed announcement containing, inter alia, the financial effects of the offer on both ApexHi unitholders and the salient dates and times pertaining to the offer will be published in due course.  Until such time as the detailed announcement is published, ApexHi unitholders are advised to continue to exercise caution when dealing in ApexHi linked units.  An offer circular to MICC unitholders detailing the offer will be posted following the fulfilment of the 
conditions precedent referred to in paragraph 3.3.1.


Last modified on Wednesday, 14 May 2014 15:24

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