To view the PDF file, sign up for a MySharenet subscription.

STANBIC FURTHER ANNOUNCEMENT OT SHAREHOLDERS

Release Date: 29/10/1999 15:38
Code(s): SBK SBKP
Wrap Text
STANDARD BANK INVESTMENT CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 69/17128/06)
("STANBIC")
FURTHER ANNOUNCEMENT TO SHAREHOLDERS

SHAREHOLDERS ARE REFERRED TO RECENT PRESS ANNOUNCEMENTS BY BOTH STANBIC AND NEDCOR LIMITED ("NEDCOR") RELATING TO NEDCOR'S INTENTION TO PROPOSE A MERGER WITH STANBIC. THE PURPOSE OF THIS ANNOUNCEMENT IS TO REITERATE THE POSITION OF THE STANBIC BOARD TO SHAREHOLDERS.
NEDCOR WAS GIVEN TWO UNRESTRICTED OPPORTUNITIES TO PRESENT THEIR PROPOSAL TO THE EXECUTIVE MANAGEMENT TEAM AND ADVISERS AND TO THE STANBIC BOARD IN EARLY OCTOBER 1999. FOLLOWING NEDCOR'S PRESENTATIONS, THE BOARD APPOINTED A SUB-COMMITTEE OF NON-EXECUTIVE DIRECTORS TO CONSIDER NEDCOR'S PROPOSAL IN DETAIL. A SIGNIFICANT NUMBER OF STANBIC'S SENIOR EXECUTIVES AND THEIR SUPPORTING STAFF WERE RELIEVED OF THEIR NORMAL DUTIES TO CONCENTRATE ON THIS MATTER AND WERE ASSISTED BY STANBIC'S INTERNATIONAL ADVISERS, J.P. MORGAN, DEUTSCHE BANK, MCKINSEY & CO., AND PRICEWATERHOUSECOOPERS. THE SUB-COMMITTEE, STANBIC MANAGEMENT AND THE ADVISERS HAVE DEVOTED A CONSIDERABLE AMOUNT OF TIME AND EFFORT IN ASSESSING THE NEDCOR PROPOSAL AS WELL AS CONDUCTING AN
INDEPENDENT ASSESSMENT OF THE MERGER AND ITS POTENTIAL BENEFITS.
THE ADVISERS AND THE STANBIC BOARD UNANIMOUSLY CONCLUDED AFTER DETAILED CONSIDERATION OF ALL THE ISSUES THAT THE MERGER PROPOSAL WOULD NOT BE IN THE INTERESTS OF STANBIC SHAREHOLDERS, FOR ALL OF THE REASONS SET OUT IN A LETTER ADDRESSED TO NEDCOR'S CHAIRMAN, WHICH WAS DATED 25 OCTOBER 1999 AND PUBLISHED ON 26 OCTOBER 1999. FOR THE BOARD TO RECONSIDER ITS STANCE AND GIVE
CONSIDERATION TO RECOMMENDING NEDCOR'S PROPOSAL TO STANBIC SHAREHOLDERS, NEDCOR MUST, INTER ALIA, OFFER A MINIMUM EXCHANGE RATIO OF 1 NEDCOR SHARE FOR EVERY 4.75 STANBIC SHARES.
NEDCOR RESPONDED WITH A LETTER TO STANBIC'S CHAIRMAN DATED 27 OCTOBER 1999 WHICH WAS PUBLISHED IN THE PRESS TODAY. IT IS THE CONSIDERED VIEW OF THE STANBIC BOARD AND ITS INTERNATIONAL ADVISERS THAT THE RESPONSE BY NEDCOR TAKES THE MATTER NO FURTHER, AND ACCORDINGLY THE STANBIC BOARD HAS NOT CHANGED ITS UNANIMOUS CONCLUSION THAT THE NEDCOR PROPOSAL IS NOT IN THE BEST INTERESTS OF STANBIC SHAREHOLDERS.
THE STANBIC BOARD ACCORDINGLY CONSIDERS THE MATTER CLOSED AND WOULD LIKE TO THANK ITS SHAREHOLDERS, STAFF AND CUSTOMERS FOR THEIR FORBEARANCE DURING THIS UNSETTLING PERIOD. IT SHOULD BE NOTED THAT NEDCOR STILL HAS THE PREROGATIVE TO MAKE A HOSTILE OFFER TO STANBIC SHAREHOLDERS DIRECTLY, IN WHICH CIRCUMSTANCES THE STANBIC BOARD WOULD GIVE SHAREHOLDERS ADVICE ON THE APPROPRIATENESS OF SUCH OFFER. THE STANBIC MANAGEMENT TEAM WILL NOW RETURN THEIR ENERGIES TO WORK WITH STAFF TO SERVE CUSTOMERS AND BUILD VALUE FOR SHAREHOLDERS. JOHANNESBURG 29 OCTOBER 1999

Share This Story