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MTE - Marshall Monteagle Holdings Societe Anonyme - Circular to shareholders
Marshall Monteagle Holdings Societe Anonyme
(Incorporated in Luxembourg R.C.S. Luxembourg No. B19600)
("Monteagle" or "the Company")
JSE CODE: MTE ISIN: LU0035797272
CIRCULAR TO SHAREHOLDERS
Introduction
A circular (the "Circular") will be posted to all shareholders of Monteagle
today containing proposals for a reorganisation of the group and notice of an
Extraordinary General Meeting ("EGM") of Marshall Monteagle shareholders to
approve the proposed resolutions to implement the reorganisation of the
group. In brief the proposals are:
- the cancellation of the listing of the Company`s shares on the Luxembourg
Stock Exchange and the London Stock Exchange;
- the liquidation of the Company and the reorganisation of the Group under a
new holding company, Marshall Monteagle PLC ("Newco"); and
- the application for the Monteagle listing on the JSE to be transferred to
Newco, a wholly owned subsidiary of Marshall Monteagle, as a mirror company.
Reorganisation
For some time the Board has been concerned about the costs arising in the
Company due to it being registered in Luxembourg. Also, as shareholders may
be aware, the Company benefits under the Luxembourg 1929 Holding Company
regime, which terminated on 31 December 2010. The Board therefore proposes
that the Company exits from Luxembourg. The Company cannot migrate from
Luxembourg to a new jurisdiction as the migration would, under Luxembourg
Law, require the approval by all shareholders on the Company`s register,
which will not be possible as some of them are untraceable.
On 1 October 2010, the Company sold all of its investments in subsidiaries to
Newco, resulting in an intercompany balance of US$33,200,000 due from Newco
to the Company. On 15 November 2010 the Company waived US$2,000,000 of the
intercompany balance due from Newco in order to create distributable profits
in Newco. The Company has entered into an agreement with Newco (the
"Contribution Agreement") under which Newco has undertaken to meet all of the
Company`s liabilities including the costs of liquidation and the Company will
sell all of its remaining assets to Newco. The Contribution Agreement also
provides for Newco to settle all amounts due from Newco to the Company by an
issue of Newco shares. Following the implementation of the Contribution
Agreement, Marshall Monteagle`s only asset will be its shareholding in Newco.
Shareholders will be requested at an EGM to be held on Friday 18 February
2011 to approve the re-organisation and authorise the Liquidator to arrange
for these Newco shares to be distributed to the shareholders who will receive
two Newco shares for each Monteagle share held.
The Board has decided on Jersey as the location for the new holding company
as the Board is of the opinion that it is a convenient and cost efficient
jurisdiction with a favourable company law regime, and the Company can be
managed effectively from there.
As far as is practicable, the rights of shareholders in Newco and the
governance arrangements for Newco mirror those that apply to the Company
under its articles. A copy of Newco`s articles will be available for
inspection as set out in the Circular.
Subject to approval of the relevant resolutions being passed at the EGM, the
Board of Newco has applied to the JSE for the Company`s listing on the JSE to
be transferred to Newco. As the JSE listing will be the only listing, it
will be considered Newco`s primary listing. The abbreviated name will be
"Marshall", JSE code "MMP" and the ISIN Code will be JE00B5N88T08 with effect
from the commencement of business on Monday, 21 February 2011.
If the proposals are not approved by shareholders, the Company and its
listings on the Luxembourg Stock Exchange and JSE will remain as they are
currently. However, as mentioned above, the Luxembourg 1929 Financial
Holding Company regime ended on 31 December 2010 and the Company`s status was
automatically converted to a societe de participations financieres, better
known as a "Soparfi". Conversion to a Soparfi makes the Company taxable in
Luxembourg with effect from 1 January 2011.
New certificates
Certificated shareholders will be required to complete a form of surrender
and submit that and their Monteagle share certificate(s) in order to receive
their new share certificate(s) in Newco. Any new shares not issued will be
held on the register of Newco in a separate account pending any claims from
those who do not surrender their certificates. Owners of Monteagle shares
dematerialised on the South African sub register will automatically be issued
shares in Newco in dematerialised form. Further details regarding this are
set out in the Circular.
Cancellation of Luxembourg and London Listings
Trading of the Company`s shares on the Luxembourg and London stock exchanges
over the last few years has been negligible, and so the Company will not be
seeking as part of the re-organisation to transfer Monteagle`s listings on
these exchanges to Newco.
Almost all of the trades in Monteagle shares in the last few years have been
on the JSE, so the Board will be seeking as part of the re-organisation to
transfer the JSE listing from Monteagle to Newco, which transfer has received
the approval of the JSE.
Under current rules, once Newco has been listed on the JSE for 18 months it
will become eligible for fast-track admission to AIM (the AIM market operated
by London Stock Exchange plc). The Board intend to seek admission of Newco
shares to trading on AIM at that time, as they believe that this market will
provide better liquidity and be a cost effective way for European
shareholders to buy and sell Newco shares. Admission to trading on AIM is
subject to approval by the London Stock Exchange ("LSE"), which approval the
LSE is not obliged to give.
Shareholders will be asked at the First EGM to approve the cancellation of
the Luxembourg Stock Exchange listing, and ratify the cancellation of the
London Stock Exchange listings. The Second EGM will be held to approve the
liquidator`s action.
Subject to the passing of the resolutions as proposed at the first EGM, Newco
will apply to remain in the "Support Services" subsector of the "Industrial
Goods & Services" sector of the JSE. The abbreviated name will be
"Marshall", JSE code "MMP" and the ISIN Code will be JE00B5N88T08 with effect
from the commencement of business on Monday 21 February 2011.
Yours faithfully
J.M. Robotham
Chairman
IMPORTANT DATES AND TIMES
2011
Wednesday 26 January
Circular and notice of extraordinary general meetings
posted to shareholders on
Wednesday 16 February
Form of proxy for the First Extraordinary General
Meeting to be lodged by no later than 10.00 a.m.
(CET) on
First Extraordinary General Meeting to be held at Friday 18 February
10.00 a.m. (CET) on
Friday 18 February
Results of the First Extraordinary General Meeting to
be released on SENS, on the LuxSE website and to the
LSE
Friday 18 February
Last day to trade in the shares of the Company
Monday 21 February
Cancellation of listing of shares on the LuxSE and
LSE
Monday 21 February
Results of the First Extraordinary General Meeting to
be published in the press in South Africa
Monday 21February
Form of proxy for the Second Extraordinary General
Meeting to be lodged by no later than 10.00 a.m.
(CET)on
Monday 21 February
Suspension of listing of Monteagle shares on JSE at
commencement of trade; and Listing of Newco shares on
JSE under the abbreviated name of Marshall, JSE Code
MMP and ISIN JE00B5N88T08
Wednesday 23 February
Second Extraordinary General Meeting to be held at
10.00 a.m. (CET) on
Wednesday 23 February
Results of the Second Extraordinary General Meeting
to be released on SENS, on the LuxSE website and to
the LSE
Thursday 24 February
Results of the Second Extraordinary General Meeting
to be published in the press in South Africa
Friday 25 February
Cancellation of listing of Monteagle shares on the
JSE at commencement of trading;
Friday 25 February
Record date for shareholders to be on the register in
order to receive certificates in Newco
Monday 28 February
Issue of Newco share certificates to all shareholders
who have submitted forms of surrender by 12:00 on 18
February 2011. Dematerialised shareholders will also
have their accounts updated and credited.
Notes:
1. The above dates and times are subject to change. Any change will be
released on SENS and published in the press.
2. Share certificates in the name of Monteagle may not be dematerialised on
or after Friday 18 February 2011
Johannesburg
26 January 2011
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 26/01/2011 09:00:01 Supplied by www.sharenet.co.za
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