| Fri 31 Oct 2008, 16:54 | | MTE / MIP - Marshall / Merchant - Announcement Of A Firm Intention To Make |
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MTE MIP
MTE MIP
MTE / MIP - Marshall / Merchant - Announcement Of A Firm Intention To Make
An Offer And Withdrawal Of Cautionary
Marshall Monteagle Holdings Societe Anonyme
(Incorporated in Luxembourg R.C. Luxembourg No. B19600)
Share codes: MTE
ISIN numbers: ISIN:LU0035797272
("Marshall")
Merchant & Industrial Properties Limited
Share Code: "MIP" ISIN: "ZAE000102265
("Merchant")
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER AND WITHDRAWAL OF
CAUTIONARY
INTRODUCTION
Further to the joint cautionary published on 9 September 2008 by Marshall and
Merchant, the board of Merchant has been notified in writing by Marshall of
its firm intention to make an offer to acquire all of the issued shares of
Merchant that Marshall do not already own ("the Offer).
CURRENT HOLDINGS OF MERCHANT SHARES BY MARSHALL
Marshall currently owns 12,111,646 ordinary shares in Merchant, being
approximately 69.7% of the current issued ordinary shares of Merchant.
In addition, Share Legend (Pty) Ltd, a 9.1% Merchant Shareholder, has
irrevocably undertaken to accept the Offer subject to the Offer becoming
unconditional in all respects on or before 27 February 2009.
THE OFFEROR
Marshall is the Offeror, and is a company organised and existing under
Luxembourg law, with limited liability in the form of a societe anonyme under
such law. Marshall functions as a holding company, with financial holding
company status, under the Luxembourg law of 31st July 1929 as amended.
Marshall was incorporated in Luxembourg on 9th August 1982 and its shares are
listed on the Luxembourg Stock Exchange ("the LuxSE"), the JSE Limited ("the
JSE") and the London Stock Exchange ("the LSE").
RATIONALE FOR THE OFFER
The Directors of Marshall and Merchant feel that the case for combining
Marshall with Merchant is compelling, and that there are substantial benefits
to be gained for shareholders of both companies in that both companies are
investors in commercial property and both have exposure to the global equity
markets. The two companies also have common aspects of management and, in
South Africa, operate from shared premises in Durban and Cape Town. The
geographic overlap of the two companies provides a unique strategic fit that
makes commercial sense. A merger of the two businesses will create a group
with critical mass and an even broader asset base from which to operate.
There will also be an opportunity to capitalise on synergies that arise from
the combination of the two companies with achievable cost savings.
The Directors of Marshall and Merchant believe the merger will allow the
combined group to have greater potential for capital growth than either
company would have likely achieved on a stand-alone basis. The diverse nature
of the combined group and its quality assets will continue to provide stable
cash flows and increased dividends for shareholders. Improved market
awareness of the enlarged company should provide better support for the
shares and increase their marketability.
TERMS OF THE OFFER
Conditions precedent
The Offer will be subject to the fulfilment of the following conditions
precedent:
- the approval of the Acquisition by the Marshall shareholders at their
Extraordnary General Meeting;
- the approval of the LuxSE, the JSE and the LSE;
- the approval of the Exchange Control Authority of the South African Reserve
Bank; and
- the approval of the Competition Commission and/or the Competition Tribunal
as the case may be in South Africa.
If the conditions precedent to the Offer are not fulfilled, the Offer will
lapse and all advance acceptances of the Offer will be null and void.
Documents of title already surrendered will be returned to the relevant
Merchant shareholders, by normal post, at the risk of the Merchant
shareholders concerned.
The Offer Consideration
The consideration payable for the Offer will be 33 Marshall shares for every
100 Merchant shares held. The consideration shares issued in respect of the
Offer will rank pari passu with existing Marshall shares.
COMPULSORY ACQUISITION IN TERMS OF SECTION 440K OF THE COMPANIES ACT
In the event that the Offer is validly accepted in respect of 90% or more of
the issued shares in Merchant, other than shares held by Marshall, Marshall
will invoke the provisions of Section 440K of the Companies Act to
compulsorily acquire all the shares in respect of which the Offer was not
accepted. In the event of Marshall acquiring all of the shares, application
will be made to the JSE for the immediate suspension and subsequent
termination of the listing of the shares in Merchant.
Should the requisite number of acceptances be obtained to allow the
provisions of Section 440K of the Companies Act to be invoked, and Marshall
subsequently invokes such provisions, a circular will be sent to those
Merchant shareholders who shall not have accepted the Offer, incorporating
the notice envisaged by Section 440K of the Companies Act and a further form
of surrender.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As a consequence of this announcement, shareholders of Merchant and Marshall
are advised that caution is no longer required to be exercised when dealing
in their shares.
By order of the Boards of Marshall and Merchant
31 October 2008
Sponsor to Merchant and Marshall
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 31/10/2008 16:54:01 Produced by the JSE SENS Department.
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