Pursuant to the Companies (Panel on Take-Overs and Mergers) Rules 2016, Rule 13, the Board of Directors of First Capital Bank advises that it has received notification from FMBcapital Group, 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 First Capital Bank.
FMBcapital Group will through an offer document to be issued to First Capital Bank shareholders propose a takeover scheme whereby FMBcapital Group offers to the shareholders of First Capital Bank to acquire their shares in exchange for shares in FMBcapital Group. One share in First Capital Bank will be exchanged for one share in FMBcapital Group and no cash option will be offered (hereinafter referred to as the “Offer”). The Offer is being made by FMBcapital Group alone and it is not acting in concert with any other party. At the date of the Offer FMBcapital Group does not have any shareholding in First Capital Bank.
The current stated share capital of FMBcapital Group 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 FMBcapital Group as and when the proposed Offer is accepted by the shareholders.
The shareholder of FMBcapital Group and FMBcapital Group Board have resolved that in the event the Offer becomes unconditional, FMBcapital Group will issue such number of new ordinary shares in FMBcapital Group as are required to satisfy the Offer. The directors of First Capital Bank 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 FMBcapital Group 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 FMBcapital Group holding more than 50% of the voting shares of First Capital Bank. The Offer is also conditional upon the admission of the shares of FMBcapital Group to the official list of the Malawi Stock Exchange.