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RDF/APA/APB/AXC - Redefine/ApexHi - Replacement of announcement released at 15h31 - Results Of The Apexhi Scheme Meetings Redefine Income Fund Limited Registration No. 1999/018591/06 Share Code: RDF ISIN Code: ZAE000023503 ("Redefine" or "the proposer") ApexHi Properties Limited (Incorporated in the Republic of South Africa) Registration number 1999/000238/06 JSE share code: APA ISIN: ZAE000083598 APB ISIN: ZAE000083580
AXC ISIN: ZAE000083606 ("ApexHi") RESULTS OF THE APEXHI SCHEME MEETINGS Separate scheme meetings of the: - the ApexHi "A" linked unitholders other than Redefine and its subsidiaries (the "A scheme members") in their capacity as shareholders of ApexHi in respect of the "A" shares held by them and in their capacity as creditors of ApexHi in respect of the "A" debentures in ApexHi held by them; - the ApexHi "B" linked unitholders other than Redefine and its subsidiaries (the "B scheme members") in their capacity as shareholders of ApexHi in respect of the "B" shares held by them and in their capacity as creditors of ApexHi in respect of the "B" debentures in ApexHi held by them;and - the ApexHi "C" linked unitholders other than Redefine and its subsidiaries (the "C scheme members") in their capacity as shareholders of ApexHi in respect of the "C" shares held by them and in their capacity as creditors of ApexHi in respect of the "C" debentures in ApexHi held by them, (collectively the "scheme meetings") were held on Friday 3 April 2009 for the purposes of considering and, if deemed fit, approving: - the scheme of arrangement (the "ApexHi A scheme") proposed by Redefine between ApexHi and the ApexHi "A" linked unitholders, other than Redefine and its subsidiaries; - the scheme of arrangement (the "ApexHi B scheme") proposed by Redefine between ApexHi and the ApexHi "B" linked unitholders, other than Redefine and its subsidiaries;and - the scheme of arrangement (the "ApexHi C scheme") proposed by Redefine between ApexHi and the ApexHi "C" linked unitholders, other than Redefine and its subsidiaries, (collectively the "ApexHi schemes") on the terms set out in the respective scheme circulars dated 12 March 2009. ApexHi linked unitholders are advised that at the scheme meetings: - the ApexHi A scheme was approved by the requisite majorities of A scheme members; - the ApexHi B scheme was approved by the requisite majorities of B scheme members; and - the ApexHi C scheme was approved by the requisite majorities of C scheme members, in terms of sections 311(2)(a) and 311(2)(b) of the Companies Act, 61 of 1973. The Chairman of the scheme meetings is to report back to The South Gauteng High Court (Johannesburg) ("the Court") on Tuesday, 9 June 2009 ("the return date") at 10h00 or so soon thereafter as Counsel may be heard for the sanctioning of the ApexHi schemes. ApexHi linked unitholders are entitled to attend or be represented by Counsel at the Court on the return date. Copies of the Chairman`s reports on the scheme meetings will be available to any ApexHi linked unitholder on request, free of charge, at ApexHi`s registered office (2nd Floor, Broll House, 27 Fricker Road, Illovo, Johannesburg, 2196) and at the offices of the Chairman c/o Werksmans Incorporated (155 - 5th Street, Sandton, Johannesburg, 2196) during normal office hours for at least one week before the return date. In addition to the sanctioning by the Court and the registration by CIPRO of such Court Orders, the ApexHi schemes remain conditional upon: - the requisite approvals by the linked unitholders of Madison Property Fund Managers Holdings Limited and Madison Property Fund Managers Limited (collectively "Madison") of, and the Court sanction of, the scheme of arrangement proposed by Redefine between Madison and its unitholders and the registration by CIPRO of such order; and - the approval of the Competition Authorities for the merger of Redefine, ApexHi and Madison. Further announcements regarding the fulfilment of the outstanding conditions and the date on which the ApexHi schemes will be implemented will be released on SENS and published in the press in due course. 3 April 2009 Corporate advisor, legal advisor and sponsor to Redefine and sponsor to ApexHi Java Capital (Proprietary) Limited Independent sponsor to ApexHi Deloitte & Touche Sponsor Services (Proprietary) Limited Independent advisor to ApexHi Deloitte & Touche Corporate Finance Attorneys to the scheme Fluxmans Inc. Date: 03/04/2009 17:27:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
