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RDF/APA - Redefine Income Fund Limited - ApexHi Properties Limited - Salient
dates announcement: scheme of arrangement and delisting of Apexhi "A" Linked
units
Redefine Income Fund Limited
Registration No. 1999/018591/06
Share Code: RDF
ISIN Code: ZAE000023503
("Redefine" or "the proposer")
ApexHi Properties Limited
Registration No. 1999/000238/06
Share codes: APA ISIN codes: ZAE000083598
("ApexHi")
SALIENT DATES ANNOUNCEMENT: SCHEME OF ARRANGEMENT AND DELISTING OF APEXHI "A"
LINKED UNITS
Linked unitholders are referred to the announcements dated 15 January 2009 and 9
March 2009 in respect the scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, proposed by the Redefine
between ApexHi and its "A" linked unitholders in terms of which the Redefine
will acquire all of the linked units held by the ApexHi "A" linked unitholders
or alternatively to acquire 50% or more of the ApexHi "A" linked units pursuant
to an alternate offer to ApexHi "A" linked unitholders. The consideration
offered by Redefine for the ApexHi linked units will be 202 Redefine linked
units for every 100 ApexHi "A" linked units held, rounded up or down to the
nearest whole number (the "proposed transactions").
A circular relating to the proposed transactions, together with revised listing
particulars in respect of Redefine, has been dispatched to ApexHi "A" linked
unitholders today, 12 March 2009.
The salient dates and times relating to the implementation of the transaction
are as follows:
2009
Last day to trade in ApexHi "A" linked units in order Tuesday, 24 March
to be recorded in the register to vote at the scheme
meetings (see note 2 below) on
Voting record date to vote at the scheme meetings Monday, 30 March
(17:00) on
Last day for receipt of proxies for the ApexHi "A" Wednesday, 1 April
shareholders` scheme meeting by 12:00 (see note 3
below) on
Last day for receipt of proxies for the ApexHi "A" Wednesday, 1 April
debenture holders` scheme meeting by 12:30 (see note
3 below) on
ApexHi "A" shareholders` scheme meeting to be held at Friday, 3 April
12:00 on
ApexHi "A" debenture holders` scheme meeting be held Friday, 3 April
at 12:30 (or ten minutes after the conclusion of the
ApexHi "A" shareholders` scheme meeting, whichever is
the later) on
Results of scheme meetings released on SENS on Friday, 3 April
Results of scheme meetings published in the press on Monday, 6 April
Receive approval from Competition Authorities (see Monday, 1 June
note 5 below) on
Court hearing to sanction the scheme (hereinafter Tuesday, 9 June
referred to as "the return date") on
Results of Court hearing released on SENS on Wednesday, 10 June
Registration of order by Registrar on Friday, 12 June
Results of Court hearing published in the press on Monday, 15 June
If the scheme is sanctioned and becomes effective
Finalisation date Monday, 15 June
Last day to trade in ApexHi "A" linked units in order Friday, 26 June
to participate in the scheme consideration (see note
6 below) on
Suspension of listing of ApexHi "A" linked units at Monday, 29 June
commencement of trading on
Scheme consideration record date, being the date on Friday, 3 July
which scheme participants must be recorded in the
register to receive the scheme consideration, by
close of trading on
Operative date of the scheme at the commencement of Monday, 6 July
trading on
Scheme consideration posted to certificated scheme Monday, 6 July
participants (if documents of title are received on
or prior to 12:00 on the scheme consideration record
date) on or about
Dematerialised scheme participants` accounts (held at Monday, 6 July
their CSDP or broker) updated on
Termination of listing of ApexHi "A" linked units at Tuesday, 7 July
the commencement of trading on
Notes:
1. All dates and times may be changed by mutual agreement between ApexHi and
the proposer and/or may be subject to certain regulatory approvals. Any
change will be released on SENS and published in the press.
2. Affected ApexHi "A" linked unitholders should note that as transactions in
linked units are settled in the electronic settlement system used by
Strate, settlement of trades takes place five business days after such
trade. Therefore persons who acquire ApexHi "A" linked units after Tuesday,
24 March 2009 will not be eligible to vote at the scheme meeting, but will,
provided the scheme is approved and they acquire the ApexHi "A" linked
units prior to Friday, 26 June 2009, participate in the scheme
consideration.
3. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the relevant scheme meeting not later than 10
minutes before that scheme meeting or any postponed or adjourned scheme
meeting is due to commence or re-commence.
4 All times given in this announcement are local times in South Africa.
5. To the extent that approval from the Competition Authorities is not
obtained on or before the return date and should the scheme be sanctioned,
an announcement will be made on SENS and in the press advising scheme
participants of the final date, the scheme consideration record date and
the expected operative date.
6. ApexHi "A" linked unit certificates may not be dematerialised after Friday,
26 June 2009.
7. The important dates and times in relation to the alternate offer are set
out in Annexure 7 to the circular to ApexHi "A" linked unitholders.
12 March 2009
Corporate advisor, legal advisor and sponsor to Redefine and
sponsor to ApexHi
Java Capital (Proprietary) Limited
Independent advisor to ApexHi
Deloitte & Touche Corporate Finance
Attorneys to the scheme
Fluxmans Inc.
Independent sponsors to ApexHi
Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 12/03/2009 16:20:02 Supplied by www.sharenet.co.za
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