| Fri 23 Feb 2007, 9:00 | | MTE - Monteagle - MSS - Marshalls - Firm Intention |
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MTE MSS
MTE MSS
MTE - Monteagle - MSS - Marshalls - Firm Intention to make an offer and
continuation of cautionary
Marshall Monteagle Holdings Societe Anonyme
(formerly "Monteagle Holdings Societe Anonyme")
(Incorporated in Luxembourg R.C. Luxembourg No. B19600)
Share codes: MTE
ISIN numbers: ISIN: LU0035797272
("Monteagle")
Marshalls Limited
(Incorporated in the Republic of South Africa)
Registration number 1987/002656/06)
Share code: MSS
ISIN number: ZAE000066684
("Marshalls)
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER AND CONTINUATION OF CAUTIONARY
INTRODUCTION
Further to the joint cautionary published on 10 January 2007 by Marshalls and
Monteagle, Imara Corporate Finance South Africa (Pty) Limited is authorised to
announce that the board of Marshalls has been notified in writing by Monteagle
of its firm intention to make an offer to acquire all of the issued shares of
Marshalls that Monteagle do not already own ("the Offer).
THE OFFEROR
Monteagle is the Offeror, and is a company organised and existing under
Luxembourg law, with limited liability in the form of a societe anonyme under
such law. Monteagle functions as a holding company, with financial holding
company status, under the Luxembourg law of 31st July 1929 as amended. Monteagle
was incorporated in Luxembourg on 9th August 1982 and its shares are listed on
the Luxembourg Stock Exchange, the JSE Limited and the London Stock Exchange.
RATIONALE FOR THE OFFER
The Directors of Marshalls and Monteagle feel that the case for combining
Marshalls with Monteagle is compelling, and that there are substantial benefits
to be gained for shareholders of both companies in that both companies are
investors in commercial property and both have exposure to the global equity
markets. The two companies also have common aspects of management and, in South
Africa, operate from shared premises in Durban and Cape Town. The geographic
overlap of the two companies provides a unique strategic fit that makes
commercial sense. A merger of the two businesses will create a group with
critical mass and an even broader asset base from which to operate. There will
also be an opportunity to capitalise on synergies that arise from the
combination of the two companies with achievable cost savings.
The Directors of Marshalls and Monteagle believe the merger will allow the
combined group to have greater potential for capital growth than either company
would have likely achieved on a stand-alone basis. The diverse nature of the
combined group and its quality assets will continue to provide stable cash flows
and increased dividends for shareholders. Improved market awareness of the
enlarged company should provide better support for the shares and increase their
marketability.
TERMS OF THE OFFER
Conditions precedent
The Offer will be subject to the fulfilment or waiver, as allowed, of the
following conditions precedent by no later than Friday, 30 March 2007, provided
that Monteagle shall be entitled to extend this date by up to 60 days on or any
time before Friday, 30 March 2007:
- Monteagle receiving acceptances of the Offer in respect of not less than 90%
(or such lower percentage as Monteagle may notify Marshalls Shareholders) of the
issued shares in Marshalls, other than shares held by Monteagle on the Friday 30
March 2007;
- the approval of the Acquisition by the Monteagle shareholders at their
Extraordnary General Meeting to be held on 30th March 2007;
- the approval of the Luxembourg Stock Exchange, the JSE Limited and the London
Stock Exchange;
- the approval of the Exchange Control Authority of the South African Reserve
Bank; and
- the approval of the Competition Commission and/or the Competition Tribunal as
the case may be in South Africa.
Monteagle shall have the right to waive the condition regarding minimum
acceptances on written notice to Marshalls. Monteagle will advise Marshalls
Shareholders of any such waiver by way of an announcement released on SENS and
published in the South African press.
If Monteagle extends the date for fulfilment of the conditions precedent,
Monteagle will advise Marshalls Shareholders of this fact by way of an
announcement released on SENS and published in the South African press.
If the conditions precedent to the Offer are not fulfilled, the Offer will lapse
and all advance acceptances of the Offer will be null and void. Documents of
title already surrendered will be returned to the relevant Marshalls
Shareholders, by normal post, at the risk of the Marshalls Shareholders
concerned.
The Offer Consideration
The consideration payable for the Offer will be 28 Monteagle shares for every
100 Marshalls shares held. The Consideration shares issued in respect of the
Offer will rank pari passu with existing Monteagle shares save that they will
not be eligible for the proposed Monteagle dividend of 2.50 US cents per share
to be paid on 20th April 2007.
COMPULSORY ACQUISITION IN TERMS OF SECTION 440K OF THE COMPANIES ACT
In the event that the Offer is validly accepted in respect of 90% or more of the
issued shares in Marshalls, other than shares held on Friday, 30 March 2007 by
Monteagle, Monteagle will invoke the provisions of Section 440K of the Companies
Act to compulsorily acquire all the shares in respect of which the Offer was not
accepted. In the event of Monteagle acquiring all of the shares, application
will be made to the JSE for the immediate suspension and subsequent termination
of the listing of the shares in Marshalls.
Should the requisite number of acceptances be obtained to allow the provisions
of Section 440K of the Companies Act to be invoked, and Monteagle subsequently
invokes such provisions, a circular will be sent to those Marshalls Shareholders
who shall not have accepted the Offer, incorporating the notice envisaged by
Section 440K of the Companies Act and a further form of surrender.
CURRENT HOLDINGS OF MARSHALLS SHARES BY MONTEAGLE
Monteagle currently owns 1,051,940 ordinary shares in Marshalls, being
approximately 6.1% of the current issued ordinary shares of Marshalls.
In addition, Marshalls Shareholders, whose names are set out below, collectively
holding 51.8% of the Marshalls Shares have irrevocably undertaken to accept the
Offer subject to the Offer becoming unconditional in all respects on or before
30 March 2007.
Shareholder Number of % of
Marshalls Marshalls
Shares held Shares
Marshalls Holding Company 7,928,489 45.6
(Pty) Ltd
Marshall Private Holdings 809,100 4.7
(Pty) Ltd
The Lonsec Trust 266,100 1.5
Total 9,003,689 51.8
CONTINUATION OF CAUTIONARY
Marshalls and Monteagle shareholders are accordingly advised to continue to
exercise caution when dealing in their shares until the offer document
containing full details of the offer is mailed to shareholders.
By order of the Boards of Monteagle and Marshalls
23 February 2007
Sponsor and corporate advisor to Monteagle and Marshalls
Imara Corporate Finance South Africa (Pty) Ltd
Date: 23/02/2007 09:00:01 Produced by the JSE SENS Department.
