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MTE MSS
MTE MSS
MTE/MSS - Monteagle/Marshalls - Further announcement in regard to Monteagle`s
offer and withdrawal of cautionary
Marshall Monteagle Holdings Societe Anonyme
(formerly "Monteagle Holdings Societe Anonyme")
(Incorporated in Luxembourg 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")
FURTHER ANNOUNCEMENT IN REGARD TO MONTEAGLE`S OFFER AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION
Shareholders are referred to the joint announcements published on 10 January
2007 and 23 February 2007 respectively. Imara Corporate Finance South
Africa (Pty) Limited is authorised to announce that Monteagle will make an
offer to Marshalls to acquire the 93.9% of the issued ordinary share
capital of Marshalls that Monteagle does not already own on the basis of an
exchange of 28 Monteagle shares for every 100 Marshalls shares("the Offer).
2. PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the Offer
based on the audited results of Marshalls for the year ended 31 December
2006 and Monteagle for the year ended 30 September 2006. The unaudited pro
forma financial information provided is the responsibility of the Monteagle
Directors.
The financial effects below have been prepared in accordance with guidance on
pro forma financial information provided by SAICA and are for illustrative
purposes only, to provide information on how the Offer might affect the
financial position of the Marshalls Shareholders and may not fairly present
the financial position after the implementation of the Offer.
Before the After the Change%
Offer Offer
(100 shares) (28 shares)
R R
Earnings per share 153.7 61.7 (59.9)
Headline earnings per 16.8 20.0 19.0
share
Net asset value per share 646.00 632.0 (2.2)
Number of shares in issue 17,372,300 n/a n/a
Notes:
1. The `Before the Offer `financial information includes the 12 months
results to 31 December 2006. This has been extracted from the annual
financial report of Marshalls for the year ended 31 December 2006.
2. The headline and basic earnings per share calculations have been based
on the assumption that the Offer was implemented on 1 January 2006 and
that it was effective for the 12 months ended 31 December 2006.
Headline and basic earnings per share has been adjusted to include
100% of the attributable earnings of Monteagle for the year ended 30
September 2006 (as extracted from the audited financial results for
the year ended 30 September 2006).
3. The `After the Offer` headline earnings has been calculated by
dividing the combined headline earnings (extracted from the audited
financial results of Monteagle for the year ended 30 September 2006
and from the audited financial results for the year ended 31 December
2006 for Marshalls) by the total fully diluted weighted average number
of Monteagle Shares, including the Consideration Shares.
4. The net asset values per share calculations have been based on the
assumption that the Offer was implemented on 31 December 2006.
5. The net asset values per share have been adjusted for the known
dividends declared in 2007 and any STC effects thereon up to the Last
Practicable Date being 7 cents for Marshalls and US 2,5 cents for
Monteagle.
6. Net asset values per share have been adjusted to include 100% of
Monteagle`s net asset value as at 30 September 2006, extracted from
the audited financial results of Monteagle for the year ended 30
September 2006 and dividing by the total number of Monteagle Shares in
issue. Net asset value per share includes estimated costs relating to
the Offer of R1,061,600.
7. An average exchange rate for the year ending 31 December 2006 of
R6.816 and a spot rate as at 31 December 2006 of R7.055 to the US
Dollar have been used for the above calculations where necessary. This
is due to Monteagle`s primary reporting currency being US Dollars.
3. SALIENT DATES
2007
Opening Date of the Monteagle Offer / Circular Thursday, 8 March
posted (09:00)
Last day to trade in the Marshalls Shares Friday 23 March
Shares trade "ex" the Offer Monday 26 March
Record date for participating in the Offer Friday 30 March
First closing Date of the Monteagle Offer (12:00) Friday 30 March
Declaration of satisfaction of conditions, intention Friday, 30 March
regarding Section 440K and extension of offer
closing date (if applicable)
CSDP or Broker accounts to be updated or share See Note 5
certificates posted
Results of the Monteagle Offer announced on SENS Wednesday 4 April
Results of the Monteagle Offer published in the Thursday 5 April
press
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 the Business Day after the last day to trade and the record
date, both days inclusive.
3. The Securities Regulation Code requires that the offer remain open for
at least 21 days. When the offer condition precedent is fulfilled the
offer will become unconditional and Marshalls Shareholders will be
advised on SENS and in the press.
4. Dematerialised Shareholders are required to notify their CSDP or
broker, as the case may be, of their intention to accept the offer in
the manner and time stipulated in the agreement entered into between
such Dematerialised Shareholders and their CSDP or broker.
5. The Consideration Shares will be posted or transferred at the risk of
the Marshalls shareholder concerned by no later than five Business
Days after the later of:
- The announcement that the offer has become unconditional; and
- 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.
4. REGULATORY APPROVALS RECEIVED
Prior to publication of this announcement and mailing of the circular to
Marshalls shareholders, approvals have been received from the Securities
Regulation Panel, The Exchange Control Department of the South African
Reserve Bank and the Competition Commission.
5. DOCUMENTATION
An offer circular, incorporating a form of acceptance and surrender, will be
mailed to Marshalls shareholders today, 8 March 2007.
6. WITHDRAWAL OF CAUTIONARY
Marshalls shareholders are advised that the abovementioned circular has been
mailed today and accordingly the cautionary is withdrawn.
Durban
8 March 2007
Sponsor and corporate advisor to Marshalls and Monteagle
Imara Corporate Finance South Africa (Pty) Ltd
Date: 08/03/2007 08:59:56 Produced by the JSE SENS Department.
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