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Mercantile - The Scheme Of Arrangement
Mercantile Lisbon Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/000164/06)
Share code: MTL
ISIN: ZAE000027082
(`Mercantile` or `the company`)
THE SCHEME OF ARRANGEMENT
1. COURT SANCTION
Shareholders are advised that the scheme of arrangement to reduce the issued
share capital of Mercantile, without a return of capital to shareholders and
with the creation of a distributable reserve (`the scheme`), was sanctioned by
the High Court of South Africa (Witwatersrand Local Division) (`the Court`) on
Tuesday, 13 July 2004. The order of the Court sanctioning the scheme was
registered by the Registrar of Companies, and submitted to the Registrar of
Banks, on Wednesday, 14 July 2004.
The special resolution to subdivide the ordinary shares of 25 cents each in the
authorised and unissued share capital of Mercantile into ordinary shares of 1
cent each was registered by the Registrar of Companies on Wednesday, 14 July
2004 and by the Registrar of Banks on Friday, 16 July 2004.
All of the conditions precedent to the scheme have accordingly now been
fulfilled.
2. SALIENT DATES AND TIMES
The salient dates and times in relation to the scheme are as set out in the
previous announcement of Wednesday, 30 June 2004 and appear in the table below.
2004
Last day to trade in shares with par Friday, 23 July
value of 25 cents each
Amendment of listing to new shares with Monday, 26 July
a par value of one cent each
Trading commences in shares with a par Monday, 26 July
value of one cent each
Record date Friday, 30 July
New share certificates to be posted to Monday, 2 August
shareholders holding certificated
Mercantile shares on or about
Safe custody accounts with CSDP`s or Monday, 2 August
brokers to be updated in the case of
shareholders who have dematerialised
their Mercantile shares
Notes:
Share certificates reflecting a par value of 25 cents per share may not be
dematerialised or rematerialised after Friday, 23 July 2004. After this date,
such share certificates must be surrendered to the transfer secretaries in
exchange for replacement share certificates prior to dematerialisation. From
Monday, 26 July 2004 trading commences in shares with a par value of one cent
each and under ISIN ZAE000056537.
3. RIGHTS OFFER
Details of the recapitalisation of Mercantile by means of a rights offer, in an
aggregate amount of R555 million at an issue price of 18 cents per share, will
be published in due course.
Johannesburg
16 July 2004
Investment bank and lead sponsor Sponsor
BRIDGE CAPITAL
Standard Bank
Independent advisers Reporting accountants and
auditors
RMB Deloittes
Attorneys
Vorster Pereira
Date: 16/07/2004 04:49:01 PM Produced by the JSE SENS Department
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