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MTE MSS
MTE MSS
MTE / MSS - Marshall / Monteagle - Offer declared unconditional
Marshall Monteagle Holdings Societe Anonyme
(formerly "Monteagle Holdings Societe Anonyme")
(Incorporated in Luxembourg with R.C. Luxembourg No. B19600)
Share codes: MTE
ISIN number: ISIN: LU0035797272
("Monteagle")
Marshalls Limited
(Incorporated in the Republic of South Africa)
Registration number 1987/002656/06)
Share code: MSS
ISIN number: ZAE000066684
("Marshalls")
OFFER DECLARED UNCONDITIONAL
Marshalls shareholders are referred to the announcements published on 23
February 2007 and 8 March 2007, the circular posted to Marshalls shareholders on
8 March 2007 and the further announcement published on 29 March 2007.
As at the date of this announcement, Monteagle has received acceptances for
10,652,183 shares of Marshalls, representing 61.3% of the issued share capital
of Marshalls. This, in addition to the 6.1% already owned by Monteagle,
represents 67.4% of the issued share capital of Marshalls.
All conditions of the offer have been met, save for the condition that Monteagle
receive acceptances of the offer for 90% of the Marshalls shares that it did not
already own.
The directors of Monteagle have elected waive the condition as to acceptances
and to declare the offer unconditional as to acceptances. In terms of the
Securities Regulation Code on Takeovers and Mergers, the offer must remain open
for not less than 14 days from the date hereof. Accordingly, Marshalls
shareholders who have not yet accepted the offer shall have until 12.00 on
Friday 4 May 2007 ("the third offer closing date") to lodge their acceptances in
the prescribed manner.
Declaring the offer unconditional as to acceptances in no way derogates from the
rights of Monteagle to invoke the provisions of Section 440K of the Companies
Act of 1973 (as amended) should Monteagle receive the necessary level of
acceptances prior to the third offer closing date. In this regard, Monteagle
reasserts its intention to seek the termination of the listing of Marshalls on
the JSE in terms of Rule 1.16 (a) of the JSE`s Listing Requirements.
The revised dates for the offer are as follows:
Last day to trade in the Marshalls Shares Wednesday 25 April 2007
Shares trade "ex" the Offer Thursday 26 April 2007
Record date for participating in the Offer Friday 4 May 2007
Offer closes at 12:00 on Friday 4 May 2007
Notes:
1. The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
2. Shareholders may not dematerialise or rematerialise their shares between
Monday 7 May 2007 and Friday 11 May 2007, both days inclusive.
3. The Consideration Shares will be posted or transferred at the risk of
the Marshalls shareholder concerned by no later than five Business Days
after receipt of the Documents of Title and the Form of Acceptance and
Surrender, or advice of acceptance of the offer being received from the
CSDP or broker, as the case may be.
All other terms and conditions of the offer remain extant.
Durban
18 April 2007
Sponsor and corporate advisor to Marshalls and Monteagle
Imara Corporate Finance South Africa (Pty) Ltd
Date: 18/04/2007 15:59:47 Produced by the JSE SENS Department.
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