Cautionary Announcement - Merger Of Corpgro And Co
Corpgro Limited Corpcapital Limited
(Registration number 1983/011384/06) (Registration number 1946/023536/06)
("Corpgro") ("Corpcapital")
Cautionary announcement - merger of Corpgro and Corpcapital
Introduction
Corpcapital Corporate Finance is authorised to announce that the boards of
Corpgro and Corpcapital have resolved to propose to their shareholders a merger
of their respective assets and businesses (the "merger").
Background
Corpgro is the holding company of an investment banking and financial services
group, which includes Corpcapital and Corpcapital Bank. Corpgro and
Corpcapital are listed in the Financial Services sector and Corpcapital Bank in
the Development Stage sector of the JSE List.
Corpgro's investments include 59% of Corpcapital, 68% of Corpcom, 70% of
Macadams and 100% of Corpbuild. Corpcapital's activities include proprietary
investments, corporate finance, transaction support and private equity funds
management. Corpcapital holds a 49% interest in Corpcapital Bank, the
management. Corpcapital holds a 49% interest in Corpcapital Bank, the
activities of which include treasury and structured financial products,
specialised finance and property asset management and finance.
Rationale
The corporate structure of the group has served its purpose in allowing for
growth and development. Operationally, the activities of Corpgro, Corpcapital
and Corpcapital Bank are fully integrated. The merger will reflect this
integration, simplify the group structure by eliminating one of the points of
entry for investors and establish a merged entity with enhanced market
capitalisation and liquidity.
The merger
The merger will result in the entire businesses and assets of Corpgro and
Corpcapital being held under one listed entity trading under the Corpcapital
name and brand. The method of effecting the merger is being determined and
will be on a basis which reflects the relative fair values of the assets and
businesses of Corpgro and Corpcapital, as determined by their boards.
Advisors to the parties
The boards of Corpgro and Corpcapital have appointed, respectively, Deloittes
Corporate Finance and KPMG Corporate Finance to advise them in the
determination of the fair values of the businesses and assets of Corpgro and
Corpcapital.
Corpcapital Bank
Following the merger, Corpcapital will continue to control Corpcapital Bank
through its 49% interest, with the intention of increasing this to a 100%
interest as soon as practicable, subject to Ministerial approval.
Caution
Full particulars of the merger will be announced in due course. In the
meantime, shareholders of Corpgro and Corpcapital are advised to exercise
caution in dealing in shares in the companies.
27 March 2000
Corporate advisors Sponsors
Corpcapital Corporate Finance BOE Securities(Pty) Limited
Corpcapital Corporate Finance BOE Securities(Pty) Limited
Advisors to the board of Corpgro Advisors to the board of Corpcapital
Deloitte & Touche KPMG
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