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APPROACH FROM NEDCOR REGARDING A MERGER AND FURTHER CAUTIONARY

Release Date: 06/10/1999 15:27
Code(s): SBK SBKP
Wrap Text
STANDARD BANK INVESTMENT CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 69/17128/06)
("STANBIC")

APPROACH FROM NEDCOR LIMITED ("NEDCOR") REGARDING A MERGER AND FURTHER CAUTIONARY ANNOUNCEMENT.
FOLLOWING THE CAUTIONARY ANNOUNCEMENT DATED 29 SEPTEMBER 1999, SHAREHOLDERS ARE ADVISED THAT THE MEETING REFERRED TO IN THAT ANNOUNCEMENT TOOK PLACE ON 4 OCTOBER 1999 AND THAT NEDCOR MADE A PRESENTATION TO THE STANBIC BOARD ON 5 OCTOBER 1999.
NEDCOR OUTLINED A PLAN WHICH WOULD INVOLVE THE STANBIC BOARD RECOMMENDING A SCHEME OF ARRANGEMENT THAT MIGHT RESULT IN STANBIC SHAREHOLDERS EXCHANGING THEIR SHARES FOR SHARES IN NEDCOR AT A RATIO BASED ON RECENT MARKET PRICES. TO BE ADOPTED, THE PLAN WOULD REQUIRE, INTER ALIA, A 75% VOTE IN FAVOUR BY ELIGIBLE STANBIC SHAREHOLDERS AT A SCHEME MEETING.
THE STANBIC BOARD BELIEVES THAT NEDCOR'S PLAN NEEDS TO BE ANALYSED IN DEPTH AND COMPARED TO STANBIC'S STAND ALONE PROSPECTS. CONSEQUENTLY, THE BOARD HAS APPOINTED A SUBCOMMITTEE TO RESEARCH THOROUGHLY THE IMPLICATIONS OF A MERGER. THE BOARD WILL ALSO GIVE CAREFUL CONSIDERATION TO THE INTERESTS OF ALL STAKEHOLDERS IN THE WIDER STANBIC/LIBERTY GROUP.
WHILE THE BOARD RECOGNISES THAT A MERGER MIGHT BE BENEFICIAL TO SHAREHOLDERS, IT IS ALSO MINDFUL OF THE SHAREHOLDER VALUE THAT WILL BE LOST IF THE MERGER FAILS TO ACHIEVE THE BENEFITS REPRESENTED BY NEDCOR. THE BOARD WILL GIVE PARTICULAR CONSIDERATION TO THE QUESTION OF SHAREHOLDER VALUE IN THE PROPOSED EXCHANGE OF STANBIC SHARES FOR NEDCOR SHARES. THE STANBIC BOARD HAS ENGAGED J.P. MORGAN AND DEUTSCHE MORGAN GRENFELL ("THE ADVISERS") TO ADVISE IT ON THIS MATTER. IT IS THE INITIAL VIEW OF THE ADVISERS THAT AN EXCHANGE RATIO BASED ON RECENT PRICE HISTORY WOULD NOT BE EQUITABLE FOR STANBIC SHAREHOLDERS.
SHOULD THE STANBIC BOARD RECOMMEND A MERGER, VARIOUS REGULATORY APPROVALS, INCLUDING THE CONSENT OF THE COMPETITION COMMISSION WOULD BE REQUIRED. THE STANBIC BOARD INTENDS ADVISING SHAREHOLDERS OF ITS VIEWS BEFORE THE END OF OCTOBER 1999. SHAREHOLDERS ARE ADVISED TO CONTINUE TO EXERCISE CAUTION IN DEALING IN THEIR SHARES UNTIL SUCH FURTHER ANNOUNCEMENT IS MADE. JOHANNESBURG WEDNESDAY,6 OCTOBER 1999 ADVISERS TO STANBIC J.P. MORGAN SECURITIES LIMITED DEUTSCHE MORGAN GRENFELL (SA) PROPRIETARY LIMITED BOWMAN GILFILLAN INC.

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