|
CAUTIONARY ANNOUNCEMENT
Mercantile Lisbon Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/000164/06)
Share code MTL ISIN ZAE000015541
("Mercantile" or "the company")
DISPOSAL BY MERCANTILE OF ITS CUSTODIAL AND REGISTRY BUSINESSES AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. Introduction
It is hereby announced that Mercantile, through its subsidiaries, has
entered into an agreement to dispose of its custodial, registry and share
dealing/brokering businesses (collectively the "Registrars' businesses") to
Computershare Services Limited and Computershare Custodial Services Limited
(collectively "Computershare") ("the disposal"). The purchase consideration
payable to Mercantile will be discharged by a payment of up to R110 million,
in cash, upon fulfilment of the suspensive conditions set out in paragraph 3
below. The proceeds of the disposal will be retained in the business.
2. Background and rationale for the disposal
Mercantile's primary objective is to achieve growth in shareholder value
by focusing on its existing strengths and apply these to the exploitation of
economically viable opportunities within the banking arena. To this end
Mercantile's business has been re-focused under new leadership into five
areas, namely, banking the Portuguese Community, Specialised Finance,
Alliance Banking, Treasury and Securities Banking, all of which now have
effective management teams in place with a clear understanding of
Mercantile's vision.
Due to the conversion from paper to electronic settlement in South Africa
the registry industry is undergoing significant change. The consolidation of
the registry and share settlement operations of Mercantile and Computershare
creates a robust vehicle that will utilise the combined historic strengths
of these businesses going into the future.
This transaction will allow Mercantile to expand its opportunity in
securities banking by servicing the enlarged new business formed by the
combination of the Mercantile and Computershare registry and CSDP
businesses. The securities banking activities which will be performed by
Mercantile in terms of a preferred provider arrangement for the new combined
business will include, inter alia:
* banking services in respect of the settlement of the cash leg (i.e. funds
transfers through the various payment streams) of securities transactions;
* financing of securities trading through collateralised carry loans and
scrip loans; and
* providing related investment products and services.
3. Suspensive conditions
The disposal is subject to the fulfilment of, inter alia, the following
suspensive conditions:
* the satisfactory completion of a due diligence investigation by
Computershare in respect of the Registrars' businesses;
* approval by Mercantile shareholders in a general meeting of the requisite
resolution to approve of the disposal;
* obtaining the relevant approval by the Competition Authorities in
accordance with the Competition Act, (Act 89 of 1998), as amended; and
* approval by the JSE Securities Exchange South Africa ("the JSE"), the
Securities Regulation Panel ("the SRP") and any other regulatory approvals
insofar as may be necessary.
4. Pro forma financial effects of the disposal and further cautionary
announcement
The pro forma financial effects of the disposal on Mercantile's earnings
per share, headline earnings per share, net asset value per share and
tangible net asset value per share will be disclosed in a separate
announcement to be provided in due course.
Until such time as the financial effects have been determined and made
public, shareholders should continue exercising caution in dealing with
their Mercantile shares.
5. Circular to shareholders
Mercantile has appointed Bridge Capital Services (Pty) Limited to advise
them on the fair and reasonableness of the terms of the disposal. A circular
to shareholders setting out full details of the disposal, the fair and
reasonable opinion and incorporating a notice convening a general meeting of
Mercantile shareholders, will be posted within 28 days of this announcement,
subject to JSE and SRP approval.
Johannesburg
14 November 2001
Corporate advisors to Mercantile
Cibat (Pty) Ltd
Representing
Citadel Bank & Trust
Corporate advisors to Computershare
Gensec Bank Limited
(Registration number 1996/004744/06)
Attorneys to Mercantile
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Attorneys to Computershare
Werksmans Attorneys
Sponsor and independent advisor to Mercantile
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
Reporting accountants and auditors to Computershare
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Reporting accountants and auditors to Mercantile
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
