| Thu 1 Jul 2004, 16:57 | | Results Of The General Meeting And Scheme Meeting |
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Mercantile - Results Of The General Meeting And Scheme Meeting
Mercantile Lisbon Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/000164/06)
Share code: MTL ISIN: ZAE000027082
(`Mercantile`)
RESULTS OF THE GENERAL MEETING AND SCHEME MEETING
1. INTRODUCTION
In an announcement on Wednesday, 26 May 2004, shareholders were advised that
Mercantile will be recapitalised by means of a rights offer, in an aggregate
amount of R555 million at an issue price of 18 cents per share (`the rights
offer`), which rights offer is to be fully underwritten by Mercantile`s
controlling shareholder, Caixa Geral de Depositos SA (`CGD`), pursuant to
approval by Mercantile minority shareholders of the release by Mercantile Bank
Limited of CGD from its obligations under certain guarantees (`the release`).
Mercantile, as part of the recapitalisation programme, would reduce its issued
share capital, without a return of capital to shareholders and with the creation
of a distributable reserve, by way of a scheme of arrangement in terms of
section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended (`the scheme`) and subdivide
the authorised but unissued ordinary share capital of Mercantile comprising
ordinary shares of 25 cents each into ordinary shares of 1 cent each, by way of
a special resolution (`the subdivision`). A circular in relation to the above
was posted to shareholders on Tuesday, 8 June 2004.
2. RESULTS OF THE GENERAL MEETING
At a general meeting of shareholders of Mercantile held on Wednesday, 30 June
2004 the special resolutions to:
- amend the company`s articles of association; and
- approve the subdivision; and
- the ordinary resolution to authorise the release were approved without
modification.
The special resolution relating to the subdivision is conditional upon the
sanction of the scheme by the High Court of South Africa (Witwatersrand Local
Division) (`the Court`). The special resolutions will be lodged with the
Registrar of Companies for registration on such sanction being obtained.
3. RESULTS OF THE SCHEME MEETING
The scheme was approved at the scheme meeting of shareholders of
Mercantile held on Wednesday, 30 June 2004, without modification. The scheme is
subject to sanction by the Court, as set out in paragraph 5 below.
4. SALIENT DATES AND TIMES
The salient dates and times in relation to the release, the scheme and the
subdivision are set out in the table below and supersede those set out in the
circular to shareholders posted on Tuesday, 8 June 2004.
2004
Court hearing to sanction the proposed scheme Tuesday, 13 July
Announcement on SENS regarding the sanctioning of the
proposed scheme Tuesday, 13 July
Announcement in the press regarding the sanctioning of the
proposed scheme Wednesday, 14 July
If the proposed scheme is sanctioned:
Last day to trade in shares with par value of 25 cents
each Friday, 23 July
Amendment of listing to new shares with a par value of
one cent each Monday, 26 July
Trading commences in shares with a par value of one
cent each Monday, 26 July
Record date Friday, 30 July
New share certificates to be posted to shareholders
holding certificated Mercantile shares on or about Monday, 2 August
Safe custody accounts with Central Securities Depository
Participants or brokers to be updated in the case of
shareholders who have dematerialised their Mercantile shares Monday, 2 August
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press.
2. If the Court sanctions the scheme, share certificates reflecting a par
value of 25 cents per share will not be able to be dematerialised or
rematerialised after Friday, 23 July 2004. After this date and
dependent upon such share certificates must be surrendered to the
transfer secretaries in exchange for replacement share certificates
prior to dematerialisation.
5. COURT SANCTIONING
Shareholders of Mercantile are entitled to attend or be represented at the Court
hearing for the sanctioning of the scheme. In terms of the Order of
Court dated Tuesday, 1 June 2004, the chairman of the scheme meeting will report
the results of the scheme meeting to the Court, which is located in the
High Court Building, von Brandis Square, corner Pritchard and von Brandis
Streets, Johannesburg, on Tuesday, 13 July 2004 at 10:00 or as soon thereafter
as counsel may be heard.
A copy of the report of the chairman of the scheme meeting is available for
inspection at the registered office of Mercantile at Mercantile Lisbon House,
142 West Street, Sandown, during normal business hours from Monday,
5 July 2004 until the hearing for the sanctioning of the scheme.
6. RIGHTS OFFER
Details of the rights offer will be published in due course.
Johannesburg
1 July 2004
Investment bank and lead sponsor
Standard Bank
Attorneys
Vorster Pereira
Independent advisers
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Reporting accountants and auditors
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Sponsor
Bridge Capital
Date: 01/07/2004 04:03:18 PM Produced by the JSE SENS Department
