Pursuant to the Companies (Panel on Take Overs and Mergers) Rules 2016, Rule 13, the Board of Directors of First Merchant Bank Plc (“FMB”) advises that it has received notification from FMB Capital Holdings Plc (“FMBCH”), a company incorporated in the Republic of Mauritius and registered in Malawi as a foreign company, of its firm intention to make a takeover offer for the entire issued share capital of FMB.
FMBCH will through an offer document to be issued to FMB shareholders propose a takeover scheme whereby FMBCH offers to the shareholders of FMB to acquire their shares in exchange for shares in FMBCH. One share in FMB will be exchanged for one share in FMBCH and no cash option will be offered (hereinafter referred to as the “Offer”). The Offer is being made by FMBCH alone and it is not acting in concert with any other party. At the date of the Offer FMBCH does not have any shareholding in FMB.
The current stated share capital of FMBCH is 100 ordinary shares of no par value held by Minerva Nominee One Limited as nominee for Magni Holdings Limited. Magni Holdings Limited in turn holds these shares as nominee and trustee for the intended shareholders of FMBCH as and when the proposed Offer is accepted by the shareholders.
The shareholder of FMBCH and FMBCH Board have resolved that in the event the Offer becomes unconditional, FMBCH will issue such number of new ordinary shares in FMBCH as are required to satisfy the Offer. The directors of FMB have confirmed that they intend to accept the Offer for the shares that they own directly and will endeavour to procure acceptance of the Offer by entities in which they have a beneficial interest.
Conditions of the Offer
The Offer is conditional upon FMBCH having received acceptances in respect of voting shares which together with voting shares acquired and agreed to be acquired before or during the Offer will result in FMBCH holding more than 50% of the voting shares of FMB. The Offer is also conditional upon the admission of the shares of FMBCH to the official list of the Malawi Stock Exchange.