| Mon 7 May 2001, 0:00 | | Offer By Boe Bank Limited To Credcor Shareholders |
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BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
("BoE")
Credcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/010400/06)
("Credcor" or "the Company")
OFFER BY BoE BANK LIMITED TO CREDCOR SHAREHOLDERS
1. INTRODUCTION
It was announced in the press on Wednesday, 28 March 2001 that BoE Bank Limited
("BoE Bank"), a wholly-owned subsidiary of BoE, intended to acquire the entire
issued share capital of Credcor by means of a scheme of arrangement between
Credcor and its shareholders, other than BoE Bank ("scheme members"), in terms
of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act") ("the scheme"). It was also announced that should the scheme for any
reason not become operative, an offer in terms of Section 440 of the Act will
be made ("the offer"). The scheme and the offer are subsequently referred to as
"the transaction". The Credcor shares are to be acquired for a cash
consideration of 296 cents per Credcor share, with interest payable at a
pre-taxation rate of 10% per annum compounded monthly, should the consideration
be paid on or after Monday, 25 June 2001 ("the transaction consideration").
2. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The board of directors of Credcor appointed Investec Bank Limited ("Investec")
as an independent advisor to advise them as to whether the transaction
consideration is fair and reasonable to Credcor shareholders. Investec has
advised the directors of Credcor that it has considered the terms and
conditions of the transaction and is of the opinion that these terms and
conditions are fair and reasonable to Credcor shareholders.
The directors of Credcor having considered, inter alia, the advice from
Investec and the terms and conditions of the transaction, are of the opinion
that these terms and conditions are fair and reasonable to Credcor shareholders
and they recommend that the Credcor shareholders vote in favour of the scheme.
All directors entitled to vote in terms of the scheme intend to vote in favour
of any resolutions necessary to implement the scheme at the scheme meeting.
Credcor shareholders, representing approximately 66,6% of the scheme shares
(representing the entire issued share capital of Credcor, other than the
Credcor shares held by BoE Bank) have irrevocably undertaken to vote in favour
of the scheme at the scheme meeting in respect of the Credcor shares which they
hold or control.
3. SALIENT DATES AND TIMES
The salient dates and times pertaining to the scheme are as follows:
2001
Last day to lodge forms of proxy for the scheme
meeting by 10:00 on Monday, 28 May
(see note (i) below)
Last day to register in order to vote at the scheme
meeting by the close of business on Monday, 28 May
Scheme meeting to be held at 10:00 on Wednesday, 30 May
Court hearing to sanction the scheme on Friday, 8 June
Press announcement notifying scheme members
of the results of the scheme meeting and
the Court hearing to sanction the scheme published on Tuesday, 12 June
Suspension of the listing of Credcor shares on the
JSE Securities Exchange South Africa("the JSE") from
the commencement of business on Wednesday, 13 June
Record date to determine participation in the
scheme at the close of business on Friday, 15 June
Termination of the listing of Credcor shares on
the JSE from the close of business on Friday, 15 June
Operative date of the scheme on Monday, 18 June
Scheme consideration posted to Credcor shareholders from Monday, 18 June
(if documents of title are received prior to the
record date, failing which, within five business
days of receipt thereof by the transfer secretaries)
Notes:
(i) If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the scheme meeting not later than 10
minutes before the commencement of the scheme meeting.
(ii) These dates and times may be changed by mutual agreement between Credcor
and BoE Bank. Any such change will be published in the press.
(iii) All transactions in Credcor shares on Monday, 11 June 2001 and Tuesday,
12 June 2001 will be for immediate settlement.
(iv) Should the scheme not become operative, the timetable relating to the
offer will be published in due course.
4. DOCUMENTATION AND OTHER ANNOUNCEMENTS
A circular to Credcor shareholders containing details of the scheme and the
offer, including a notice of scheme meeting, form of proxy and form of
surrender, will be posted to Credcor shareholders today. Announcements
regarding the Order of Court and notice of scheme meeting also appear in the
press today.
DURBAN
8 May 2001
Merchant bank to BoE
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Attorneys to BoE and to the scheme
S&W
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Lead sponsor to BoE
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
Member of the JSE Securities
Exchange South Africa
(Registration number 1996/011140/07)
Transfer secretaries
Computershare Services Limited
Merchant bank and independent advisor to Credcor
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to Credcor
Webber Wentzel Bowens
Sponsor to Credcor
Investec Bank Limited
(Registration number 1969/004763/06)
