| Thu 30 Jun 2011, 16:59 | | MTL - Mercantile Bank Holdings - Receipt of an unsolicited expression of |
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MTL
MTL
MTL - Mercantile Bank Holdings - Receipt of an unsolicited expression of
interest to acquire the entire issued share capital of Mercantile and
cautionary announcement
Mercantile Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1989/000164/06)
Share code: MTL ISIN: ZAE000064721
("Mercantile" or "the company")
RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED
SHARE CAPITAL OF MERCANTILE AND CAUTIONARY ANNOUNCEMENT
1 Background
Mercantile shareholders are advised that on 30 June 2011 the Board of
Directors of Mercantile ("the Board") received an unsolicited firm
intention "(the firm intention") to acquire the entire issued share
capital of Mercantile from The Bidvest Group Limited ("Bidvest") ("the
Offer").
2 Offer Consideration
The aggregate consideration in terms of the Offer will be R0.355 per
ordinary share ("offer share"), less the sum of any dividend declared and
paid or distribution made per offer share after the date of the Offer and
before the settlement of the Offer, and any amount for which Mercantile
itself is liable by way of taxes on such dividends or distributions
(divided by the number of offer shares) ("offer consideration"). The
offer price represents a 69% premium to the 30 day volume weighted
average traded price ("VWAP") calculated as at the close of trade on
Friday 24 June 2011.
3 Conditions Precedent
The Offer will not be made unless Bidvest receives by not later than:
* 22 July 2011, in relation to their shareholding, a signed undertaking
from Caixa Geral De Depositas S.A., undertaking to accept the Offer;
* 29 July 2011, written approval from Mercantile for a confirmatory due
diligence to be performed at Bidvest`s cost by PwC to confirm that the
net asset value of Mercantile is in excess of R1.539 billion at the date
of completion of the confirmatory due diligence; and
* 5 August 2011, written approval of the offer documentation by the
relevant regulatory authorities (including the Financial Surveillance
Department of the South African Reserve Bank, the Registrar of Banks, the
JSE and the Takeover Regulation Panel (`TRP")).
If the conditions precedent above are fulfilled Bidvest will be obliged to
make the Offer within 10 business days after the date on which the last of the
conditions precedent are fulfilled or waived(as the case may be). Bidvest may
in its absolute discretion extend the dates or, where possible, waive the
conditions precedent. The implementation of the Offer is the subject to the
fulfillment of the following conditions precedent:
* Acceptance or approval, as the case may be of the Offer by Mercantile
shareholders owning at least 90% of the offer shares;
* Confirmation is received from PwC, subject to the completion of the
confirmatory due diligence, that the net asset value of Mercantile as at
the date of the completion of the due diligence, is in excess of R1.539
billion;
* The acquisition by Bidvest of Mercantile being approved unconditionally
under the Competitions Act, 89 of 1998, or subject to such conditions as
Bidvest may approve in writing, such approval not to be unreasonably
withheld;
* Any other regulatory approvals as may be necessary to give effect to the
Offer being obtained including, but not limited to, such approvals as may
be required by the Financial Surveillance Department of the South African
Reserve Bank, the Registrar of Banks; and
* The final date for the fulfillment of the above conditions is 30 November
2011, failing which the Offer will lapse and be of no further force and
effect, unless Bidvest in its absolute discretion extends such date by
written notice to Mercantile.
Should the Offer become unconditional and be accepted in respect of 90%
of the offer shares, then Bidvest will exercise its right to expropriate
the balance of the offer shares in terms of the provisions of the
Companies Act No.71 of 2008 (`the Act`) as read together with the
regulations promulgated in terms thereof ("the Regulations").
4 Affected transaction
The Offer results in an affected transaction in terms of the Takeover
Regulations established in terms of section 120 and 123 of Act. Rand
Merchant Bank, a division of FirstRand Bank Limited, has provided the TRP
with the necessary guarantee as required by the Regulations.
In accordance with the Regulations, the Board will be appointing
independent external advisors to provide appropriate advice to
shareholders.
5 Cautionary Announcement
Shareholders are advised to exercise caution when dealing in their
Mercantile shares until further announcements in respect of the Offer are
made.
Johannesburg
30 June 2011
Sponsor to Mercantile: Bridge Capital Advisors (Proprietary) Limited
Date: 30/06/2011 16:59:02 Produced by the JSE SENS Department.
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