independent advisors on swap ratios for merger
CORPGRO LIMITED CORPCAPITAL BANK
("Corpgro")
CORPCAPITAL
("Corpcapital")
CORPCAPITAL BANK CONTROLLING COMPANY LIMITED
("Corpcapital Bank")
Conclusions of independent advisors on swap ratios for merger
1. On 10 July 2001, it was announced that:
1.1 the boards of Corpgro, Corpcapital and Corpcapital Bank ("the
companies") had unanimously approved swap ratios of 1 Corpgro
share for every 3.1 Corpcapital shares held and, thereafter, 1.715
new Corgro shares for each Corpcapital Bank share held; and
1.2 Deloitte & Touche Corporate Finance, KPMG Corporate Finance
and PricewaterhouseCoopers Corporate Finance had been appointed as
independent advisors to Corpgro, Corpcapital and Corpcapital Bank
respectively.
2. The independent advisors have completed their assignments,
during the course of which PricewaterhouseCoopers considered
submissions by African Merchant Bank Limited ("AMB") in support of
AMB's contention that the swap ratios are unfair to shareholders
in Corpcapital Bank.
3. The independent advisors have concluded that the swap ratios
approved by the boards of the companies are fair and reasonable to
shareholders in Corpgro, Corpcapital and Corpcapital Bank. Their
formal opinions will be included with the circulars.
4. The circulars were delayed inter alia to allow the independent
advisors to consider AMB's submissions. The companies are now
finalising circulars for the approval of the JSE and SRP. It is
anticipated that circulars will be mailed to shareholders by not
later than 7 September 2001.
Rosebank
28 August 2001
Corporate advisor and joint sponsor
Corpcapital Corporate Finance
Joint sponsor
BoE Securities (Proprietary) Limited
Independent advisor to Corpgro
Deloitte & Touche Corporate Finance
Independent advisor to Corpcapital
KPMG Corporate Finance
Independent advisor to Corpcapital Bank
PricewaterhouseCoopers Corporate Finance
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