| Mon 17 Sep 2001, 0:00 | | Merger Of Corpgro, Corpcapital And Corpcapital Ban |
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Merger of Corpgro, Corpcapital and Corpcapital Bank
1 Introduction
On 11 July 2001 an announcement was made in the press regarding the merger
of the businesses of Corpgro, Corpcapital and Corpcapital Bank. In
compliance with the Listings Requirements of the JSE Securities Exchange
South Africa (the "JSE") circulars containing details of the merger were
posted to shareholders of Corpgro, Corpcapital and Corpcapital Bank on 8
September 2001.
2 Corporate actions/events
At the general meetings of shareholders of Corpgro, Corpcapital and
Corpcapital Bank, to be held on Monday, 1 October 2001, the following
corporate actions will be voted upon by the shareholders of the relevant
companies:
2.1 the acquisition by a wholly-owned subsidiary of Corpgro of the
businesses of Corpcapital and Corpcapital Bank;
2.2 distributions by both Corpcapital and Corpcapital Bank to their
respective shareholders under section 90 of the Companies Act, 1973;
2.3 the termination of the listings of Corpcapital and Corpcapital Bank on
the JSE;
2.4 the liquidation of both Corpcapital and Corpcapital Bank;
2.5 the change of Corpgro's name to "Corpcapital Limited";
2.6 a change of name by both Corpcapital and Corpcapital Bank;
2.7 a scheme of arrangement proposed by Corpgro between Corpcapital and its
members (other than Corpgro) pursuant to the provisions of section 311 of
the Companies Act, 1973. This scheme will only be implemented if the
acquisitions referred to in 2.1 above do not become unconditional. If
successfully implemented the scheme will result in Corpgro owning 100% of
the issued share capital of Corpcapital; and
2.8 the issue by Corpgro of unlisted Corpgro options to existing holders of
listed options issued by Corpcapital Bank.
3 Conditions precedent
All of the transactions listed in paragraph 2 above are conditional upon
their being approved by the requisite majority of shareholders in each of
Corpgro, Corpcapital and Corpcapital Bank. Furthermore,
3.1 the acquisition by Corpgro of Corpcapital's business is conditional upon
the acquisition by Corpgro of Corpcapital Bank's business and vice versa;
and
3.2 the implementation of the scheme of arrangement contemplated in
paragraph 2.7 above is conditional upon Corpgro failing to acquire
Corpcapital's business on the terms and conditions of the sale of business
agreement concluded between Corpgro and Corpcapital on 28 August 2001 and
upon the sanctioning of the scheme of arrangement by the High Court of South
Africa.
4 Salient dates and times
The following dates and times are important and accordingly, are brought to
the attention of shareholders of Corpgro, Corpcapital and Corpcapital Bank,
in accordance with the requirements of the JSE Listings Requirements for
Corporate Actions:
Last date to trade in Corpgro, Corpcapital and
Corpcapital Bank shares in order to participate in
the general meetings of shareholders of Corpgro,
Corpcapital and Corpcapital Bank, as well as
the scheme meeting of shareholders of Corpcapital,
to be held on 1 October 2001 Wed, 19 September 2001
Record date to determine which shareholders may
participate in the general meetings of shareholders
of Corpgro, Corpcapital and Corpcapital Bank,
as well as the scheme meeting of shareholders of
Corpcapital, to be held on 1 October 2001 Thurs, 27 September 2001
Last date for shareholders to lodge forms of proxy
in respect of the general meetings of shareholders
of Corpgro, Corpcapital and Corpcapital Bank,
as well as the scheme meeting of shareholders of
Corpcapital, to be held on 1 October 2001 Fri, 28 September 2001
General meeting of shareholders of Corpcapital Bank
to be held at 10:00 Mon, 1 October 2001
General meeting of shareholders of Corpcapital
to be held at 11:00 Mon, 1 October 2001
General meeting of shareholders of Corpgro
to be held at 12:00 Mon, 1 October 2001
Scheme meeting of Corpcapital shareholders
to be held at 13:00 Mon, 1 October 2001
Results of shareholders' general meetings
published in the press Tues, 2 October 2001
Court hearing to sanction Corpcapital
scheme of arrangement (if applicable) Tues, 9 October 2001
Last date to trade Corpcapital and Corpcapital Bank
shares in order to participate in the distributions
by Corpcapital and Corpcapital Bank of rights to be
issued with Corpgro shares Fri, 12 October 2001
Suspension of trading of Corpcapital and
Corpcapital Bank shares and Corpcapital Bank options
(from commencement of trading) Mon, 15 October 2001
Listing of Corpgro ordinary shares issued pursuant to
merger transactions, and effective date of change
of name of Corpgro to "Corpcapital Limited" Mon, 15 October 2001
Effective date of name changes of Corpcapital
and Corpcapital Bank Mon, 15 October 2001
Record date to determine Corpcapital Bank
shareholders entitled to participate in
Corpcapital Bank's distribution of rights to be
issued with Corpgro shares Fri, 19 October 2001
Record date to determine Corpcapital shareholders
entitled to participate in Corpcapital's
distribution of rights to be issued with
Corpgro shares Fri, 19 October 2001
Effective date of termination of the listings of
Corpcapital and Corpcapital Bank ordinary shares
and options (from the commencement of business) Mon, 22 October 2001
Pay date for Corpcapital and Corpcapital Bank
distributions to shareholders (i.e. date on which
Corpgro shares will be issued to Corpcapital and
Corpcapital Bank shareholders) and pay date
for Corpcapital scheme (if applicable) Mon, 22 October 2001
Closing date in respect of Corpgro option offer Fri, 1 February 2002
Pay date for Corpcapital Bank option holders
(i.e. date on which Corpcapital Bank option holders
will be issued with new unlisted options in Corpgro) Fri, 8 February 2002
5 The offer to Corpcapital Bank option holders
In the press announcement of 11 July 2001 it was stated that Corpgro (post
implementation of the merger) would propose a scheme of arrangement (in
terms of section 311 of the Companies Act, 1973) between Corpcapital Bank
and Corpcapital Bank option holders in terms of which Corpcapital Bank
option holders would exchange their options for new unlisted options in
Corpgro. Subsequent to this announcement it was resolved that an
unconditional offer by Corpgro to Corpcapital Bank option holders (entitling
Corpcapital Bank option holders who accept the offer to exchange their
options for new unlisted options in Corpgro) would afford Corpcapital option
holders greater flexibility. Details of this offer appear from the circulars
dispatched to shareholders (and option holders) of Corpgro, Corpcapital and
Corpcapital Bank on 8 September 2001. The terms of the offer are
substantially the same as those that were to have applied in respect of the
proposed scheme of arrangement contemplated in the press announcement of 11
July 2001.
Rosebank
17 September 2001
Corporate advisor and joint sponsor
Corpcapital Corporate Finance
Independent advisor to Corpgro
Deloitte & Touche
Independent advisor to Corpcapital Bank
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Joint sponsor
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Independent advisor to Corpcapital
KPMG Corporate Finance
Attorneys to the merger
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
