Mercia Asset Management Share Discussion Threads

[isis] 24/11/2011 07:05

Offer Declared Unconditional
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TIDMMERC

RNS Number : 6780S

Merchant Securities Group PLC

24 November 2011

RECOMMENDED CASH OFFER

by

SANLAM PRIVATE INVESTMENT HOLDINGS UK LIMITED ("SPIH")

a direct wholly-owned subsidiary of Sanlam UK Limited and an indirect wholly-owned subsidiary of Sanlam Limited

to acquire the entire issued and to be issued ordinary share capital of

MERCHANT SECURITIES GROUP PLC ("Merchant")

other than those shares already owned by Principal Nominees Limited, a nominee of SPIH, those shares already contracted to be acquired by SPIH under the terms of the Acquisition Agreement and any treasury shares in issue (except to the extent these cease to be held as treasury shares before the Offer becomes unconditional as to acceptances, or such earlier date as SPIH may, subject to the City Code, decide)

OFFER UPDATE - OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES

Introduction

On 31 October 2011, the Board of SPIH and the Board of Merchant announced the terms of a recommended cash offer ("the Offer") to be made by SPIH, an indirect wholly-owned subsidiary of Sanlam Limited, for the entire issued and to be issued share capital of Merchant, which remains subject to the terms and conditions which are set out in the Offer document ("the Offer Document").

SPIH is pleased to announce that the Offer has now become unconditional as to acceptances and will remain open for acceptance until further notice.

As announced by Merchant on 18 November 2011, the conditions of the Offer relating to the passing of the Ordinary Resolution and Special Resolution have also been satisfied. The Offer remains subject to various other conditions set out in Appendix I of the Offer Document, including FSA approval of the acquisition of Merchant.

Level of acceptances

As at 1:00 p.m. (London time) on 23 November 2011 (being the first closing date of the Offer), SPIH had received valid acceptances in respect of 28,761,765 Offer Shares representing 93.67 per cent. of the Offer Shares.

This includes acceptances which were subject to irrevocable undertakings in respect of 15,976,616 Offer Shares representing 52.04 per cent. of the Offer Shares.

Unconditional as to acceptances

In accordance with the level of acceptances set out above, SPIH announces that the Offer is declared unconditional as to acceptances. The Offer will remain open for acceptance until further notice. All other terms and conditions as outlined in the Offer Document still apply.

Compulsory acquisition, delisting and cancellation of trading in Merchant Shares

In the event that the Offer becomes or is declared unconditional in all respects, SPIH intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Merchant Shares on the same terms as the Offer.

As stated in the Offer Document, upon the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, SPIH intends to procure the making of an application by Merchant to the London Stock Exchange for the cancellation of the admission to trading of the Merchant Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects. Delisting and the cancellation of the admission to trading of Merchant Shares will significantly reduce the liquidity and marketability of any Merchant Shares not acquired by SPIH.

Independent Shareholders who have not yet accepted the Offer are encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.

If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised financial adviser.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

[isis] 31/10/2011 07:21

Recommended Cash Offer
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TIDMMERC TIDMTTM

RNS Number : 1076R

Merchant Securities Group PLC

31 October 2011

FOR IMMEDIATE RELEASE 31 October 2011

Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of any relevant laws of that jurisdiction

RECOMMENDED CASH OFFER by SANLAM PRIVATE INVESTMENT HOLDINGS UK LIMITED ("Bidco") a direct wholly-owned subsidiary of Sanlam UK Limited and an indirect wholly-owned subsidiary of Sanlam Limited to acquire the entire issued and to be issued ordinary share capital of MERCHANT SECURITIES GROUP PLC ("Merchant") other than those shares already owned by Principal Nominees Limited, a nominee of Bidco, those shares already contracted to be acquired by Bidco and any treasury shares in issue (except to the extent these cease to be held as treasury shares before the Offer becomes unconditional as to acceptances, or such earlier date as Bidco may, subject to the City Code, decide)

Summary

-- The Independent Directors of Merchant and the Directors of Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Merchant, other than those shares already owned by Principal Nominees Limited, a nominee of Bidco, those shares already contracted to be acquired by Bidco under the terms of the Acquisition Agreement and any treasury shares in issue (except to the extent these cease to be held as treasury shares before the Offer becomes unconditional as to acceptances, or such earlier date as Bidco may, subject to the City Code, decide).

-- The Offer is being made at a price of 22p (twenty-two pence) in cash for each Offer Share and represents a premium of approximately 91.30 per cent. to the Closing Price of 11.5p (eleven point five pence) per Offer Share on 30 August 2011, being the last Business Day before the commencement of the Offer Period and a premium of approximately 34.02 per cent. to the average Closing Price of approximately 16.4p (sixteen point four pence) per Offer Share for the six month period before the commencement of the Offer Period.

-- The Offer values the entire issued and to be issued ordinary share capital of Merchant at GBP12.247 million (twelve million two hundred and forty seven thousand pounds) on a fully diluted basis.

-- Bidco is a direct subsidiary of Sanlam UK and an indirect wholly-owned subsidiary of Sanlam. Sanlam UK is a holding company for Sanlam's businesses in the UK.

-- Bidco has entered into the Acquisition Agreement with the Management Team (and certain of their Connected Persons) and the EBT who will exchange a majority of the Relevant Merchant Shares that they hold, representing in aggregate 22.27 per cent. of the fully diluted share capital of Merchant, for 12,395,114 B ordinary shares in Bidco, representing in aggregate 22.27 per cent. of the issued share capital of Bidco. Further, under the terms of the Acquisition Agreement, certain members of the Management Team (and certain of their Connected Persons) will sell 6,711,244 Relevant Merchant Shares, representing in aggregate 12.06 per cent. of the fully diluted share capital of Merchant, to Bidco for an aggregate cash payment of GBP1,476,473.68 (one million four hundred and seventy six thousand four hundred and seventy three pounds and sixty eight pence). The Manager Subscribers (and certain of their Connected Persons) together with the EBT will subscribe for additional B ordinary shares in Bidco at a subscription price of 22p (twenty-two pence) per B ordinary share.

-- Bidco is a newly incorporated company that has been formed for the purpose of making the Offer and acquiring the Relevant Merchant Shares held by the Management Team (and certain of their Connected Persons) and the EBT under the Acquisition Agreement. Bidco is, as at the date of this announcement, wholly-owned by Sanlam UK. Following completion of the Acquisition Agreement it will be owned as to 75.00 per cent. by Sanlam UK who will hold A ordinary shares and 25.00 per cent. by the Management Team (and certain of their Connected Persons) and the EBT. The A ordinary shares and the B ordinary shares will, save as detailed in paragraph 2 of Appendix IV, rank pari passu. The Acquisition Agreement is conditional upon the Offer becoming or being declared unconditional in all respects.

-- The Offer is conditional, amongst other things, upon the Independent Shareholders passing the Ordinary Resolution to approve the Management Arrangements at a general meeting of Merchant and on the approval of the FSA to the change of control of Merchant.

-- Principal Nominees Limited, a nominee of Bidco, already owns 5,000,000 Merchant Shares representing 9.69 per cent. of the issued ordinary share capital of Merchant as at the date of this announcement.

-- Bidco has received irrevocable undertakings to accept the Offer from Merchant Shareholders in respect of a total of 15,335,176 Merchant Shares and from the Independent Directors in respect of 641,440 Merchant Shares representing, in aggregate, 30.98 per cent. of the issued ordinary share capital of Merchant as at the date of this announcement.

-- The Independent Directors, who have been so advised by Grant Thornton, consider the terms of the Offer to be fair and reasonable. In providing its advice, Grant Thornton has taken into account the commercial assessments of the Independent Directors.

-- Accordingly, the Independent Directors unanimously recommend that Merchant Shareholders accept the Offer. The Independent Directors have irrevocably undertaken to accept the Offer in respect of the Merchant Shares which they legally own and to instruct the registered holder to accept the Offer in respect of the Merchant Shares which they beneficially own (or are owned by certain of their Connected Persons), representing 1.24 per cent. of the issued ordinary share capital of Merchant as at the date of this announcement.

-- Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Bidco intends to procure that Merchant applies to the London Stock Exchange for the cancellation of trading in Merchant Shares on AIM.

-- Bidco will dispatch the Offer Document to the Independent Shareholders and, for information only, to holders of share options in Merchant as soon as practicable and, in any event, within twenty-eight days of this announcement.

-- Appropriate proposals will be made to holders of options under the Merchant Share Option Schemes and other option holders (other than the Management Team).

Commenting on the Offer, Daniel Kriel, Chief Executive Officer of Sanlam Private Investments and Director of Bidco, said:

"We are delighted to have agreed the terms for the Offer. This potential transaction would facilitate our entry into the UK stockbroking market and supports our strategy to expand our UK activities. The successful completion of this transaction will expand our existing product and service offering to both our South African and UK high net worth client base and would also enable us to provide clients with a global execution service from within our group. We searched for some time for the right UK business and identified Merchant Securities as a quality operation that will complement and add value to our team into the future."

Commenting on the Offer, John Green, Chairman of Merchant, said:

"We are pleased to have agreed this Offer with Sanlam. The Offer Price represents a significant premium to both the current and recent market prices and enables shareholders to realise their investment for cash. We believe that the takeover by Sanlam will deliver attractive commercial advantages for both businesses and that together we will be able to accelerate growth opportunities and move to a new phase of growth in the UK."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The Offer will be made subject to the conditions which are set out in Appendix I to this announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of Offer Shares held in certificated form) in the Form of Acceptance.

[isis] 02/9/2011 09:47

OK 22p then. :-))

[isis] 02/9/2011 09:45

It's already in play so too late.

20-25p takeout.

[red army] 02/9/2011 09:39

This is way undervalued at this price considering cash and profitability

[isis] 02/9/2011 09:23

Somethings happening?

[isis] 02/9/2011 08:09

Well - it looks like the Polish Bank has sold most of their holding.

[isis] 02/9/2011 08:08

RNS Number : 4796N

Merchant Securities Group PLC

01 September 2011


TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
--------------------------------------------------------------------------------

1. Identity of the issuer or the
underlying issuer of existing shares to
which voting rights are attached: Merchant Securities Group plc
------------------------------------------- -----------------------------------
2 Reason for the notification (please tick the appropriate box or boxes):
--------------------------------------------------------------------------------
An acquisition or disposal of voting rights X
---------------------------------------------------------------------- --------
An acquisition or disposal of qualifying financial instruments
which may result in the acquisition of shares already issued to
which voting rights are attached
---------------------------------------------------------------------- --------
An acquisition or disposal of instruments with similar economic
effect to qualifying financial instruments
---------------------------------------------------------------------- --------
An event changing the breakdown of voting rights
---------------------------------------------------------------------- --------
Other (please
specify):
----------------------- --------------------------------------------- --------
3. Full name of person(s) subject
to the Dom Maklerski IDM Spolka Akcyjna
notification obligation: ("IDMSA")
------------------------------------- -----------------------------------------
4. Full name of shareholder(s)
(if different from 3.): Pershing Nominees Limited
------------------------------------- -----------------------------------------
5. Date of the transaction and date
on
which the threshold is crossed or
reached: 26 August 2011
------------------------------------- -----------------------------------------
6. Date on which issuer notified: 30 August 2011
------------------------------------- -----------------------------------------
7. Threshold(s) that is/are crossed: 15.00%
------------------------------------- -----------------------------------------



8. Notified details:
----------------------------------------------------------------------------------------------------------------------
A: Voting rights attached to shares
----------------------------------------------------------------------------------------------------------------------
Class/type
of shares if
possible Situation previous
using the to the triggering Resulting situation after the triggering
ISIN CODE transaction transaction
------------- ----------------------------------- ------------------------------------------------------------------
Number
Number of
of Voting Number Number of voting
Shares Rights of shares rights % of voting rights
------------- -------------- ------------------- ------------ ----------------------- ---------------------------
Direct Direct Indirect Direct Indirect
------------- ---- ------ ------ ----- ---- ------------ ------------ --------- ------------ -------------
GB000B1FRQG0 8,000,000 8,000,000 3,000,000 3,000,000 Nil 5.84% Nil
-------------- ------------------- ------------ ------------ --------- ------------ -------------


B: Qualifying Financial Instruments
----------------------------------------------------------------------------------------------------------------------
Resulting situation after the triggering transaction
----------------------------------------------------------------------------------------------------------------------
Number of voting
rights that may
be
acquired if the
Type of financial Expiration Exercise/ instrument is % of voting
instrument date Conversion Period exercised/ converted. rights
--------------------- -------------- ----------------------------- --------------------------- -------------------


C: Financial Instruments with similar economic effect to Qualifying Financial
Instruments
----------------------------------------------------------------------------------------------------------------------
Resulting situation after the triggering transaction
----------------------------------------------------------------------------------------------------------------------
Type of Exercise/ Number of voting
financial Exercise Expiration Conversion rights instrument
instrument price date period refers to % of voting rights
--------------- ------------ ------------- ------------- ------------------------------ -------------------------
NIL N/A N/A N/A Nominal Delta
--------------- ------------ ------------- ------------- ------------------------------ ------------ -----------


Total (A+B+C)
----------------------------------------------------------------------------------------------------------------------
Number of voting rights Percentage of voting rights
----------------------------------------------------------- ---------------------------------------------------------
3,000,000 5.84%
----------------------------------------------------------- ---------------------------------------------------------



9. Chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held, if applicable:
------------------------------------------------------------------------------


Proxy Voting:
------------------------------------------------------------------------------
10. Name of the proxy holder:
------------------------------------------------ ----------------------------
11. Number of voting rights proxy holder will
cease
to hold:
------------------------------------------------ ----------------------------
12. Date on which proxy holder will cease to
hold
voting rights:
------------------------------------------------ ----------------------------

13. Additional information: Email
: All figures are based on the Company's
[e-mail] issued share capital of 51,347,872
.uk E mail contact - [e-mail]
----------------------------------- -----------------------------------------
14. Contact name: Lucasz Jagiello
----------------------------------- -----------------------------------------
15. Contact telephone number: [phone]
----------------------------------- -----------------------------------------


This information is provided by RNS

The company news service from the London Stock Exchange

END

[isis] 01/9/2011 13:13

TIDMMERC

RNS Number : 4510N

Merchant Securities Group PLC

01 September 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE TAKEOVER CODE (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

1 September 2011

Merchant Securities Group Plc ("Merchant Securities" or the "Company")

Update on possible offer

Further to the announcement made on 31 August 2011 concerning a possible offer for the Company by Sanlam UK Limited, the Board of Merchant Securities announces that Sanlam UK Limited has indicated to it that any offer, if made, will be satisfied entirely in cash and will not include shares in Sanlam Limited, the parent company of Sanlam UK Limited. It should be noted that discussions are at a preliminary stage and there can be no certainty that any offer will be made.

This announcement has been made with the consent of Sanlam UK Limited.

A copy of this announcement will be made available on www.merchantsecurities.co.uk.

[isis] 01/9/2011 10:57

Sanlam launches takeover bid for Merchant Securities
by Alex Steger on Sep 01, 2011 at 09:49


South African life company Sanlam has launched a bid to bolster its presence in the UK with the takeover of financial services group Merchant Securities.

Sanlam acquired a small stake in the business yesterday by buying five million shares, representing 9.74% of the company, ahead of the proposed bid.

If it is successful with its bid to acquire the remainder of the business, it will represent a significant increase to its presence in the UK. Sanlam is the largest single shareholder in wrap platform Nucleus, and has a majority stake in discretionary managers Principal Investment Management.

It also boasts majority stakes in Merchant Investors and Rhyl-based advice firm Buckles, which have now been rebranded under the Sanlam name, and has a stake in investment group Four Capital Partners.

Merchant Securities, which bought IFA firm Cavendish Young in 2009, said in an announcement to the stock exchange that the takeover bid was subject to a number of conditions.

Shares in Merchant Securities rose 30%, from 11.5p to 15p, on the news.

[isis] 01/9/2011 10:56

Sanlam hires ex-Titan man for funds arm
01 Sep 2011 | 09:23
Anna Brunetti
Categories: UK Topics: South africa
Sanlam Fund Solutions has hired Titan Fund Management's former CIO Barry Cowen to head up the investment team on its UK retail fund range.
Cowen, who has worked at firms including Societe' Generale Investment Management and Belgian group George Petch International, will be responsible for managing the existing range of retail products, as well as for developing new ones.
Hugh Titcomb, chief executive at Principal Investment Management which owns Sanlam Fund Solutions and manages the fund range, said Cowen's appointment will strengthen the group's investment proposition.
"Sanlam Fund Solutions is a significant business for Principal and its assets are growing rapidly, helped by the use of Sanlam's Accel risk profiling tool which is gaining significant traction in the run up to RDR," he said.
Principal currently manages £1.6bn of assets in total, after it acquired Border Asset Management earlier this year.
The appointment comes a day after Sanlam UK made an offer for Merchant Securities.
In a stock exchange filing, the board of Merchant Securities said it has received a preliminary offer from the firm to acquire the entire share capital of the company.
Earlier this week Sanlam acquired a 9.7% stake in Merchant Securities after buying 5,000,000 ordinary shares at a price of 14p per share.



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[mafia music] 04/7/2011 22:03

whats the reason for the fall?

[mafia music] 01/6/2011 08:47

can you link it

[victor2] 19/5/2011 08:30

Very good buy note out from Edison invesment research
saying buy with a valuation of 24p

[hectorp] 18/5/2011 12:53

very interesting situation here Mr C.

[simon_cawkwell] 18/5/2011 08:48

prior to trading statement Arden Partners were expecting PBT £0.64m EPS 1.00.

co. said today they expecting PBT £1.1m which is significantly ahead of expectation.

[victor2] 18/5/2011 08:16

very good trading update, at 15p these shares are on
p/e of about 5 other brokers on 10-15 times totally
wrong price.

[mafia music] 02/4/2011 18:44

whats your take on this ?

what fundamentals do you like?

[snickerdog] 29/3/2011 15:44

A pretty illiquid quiet stock Mafia.

[mafia music] 21/3/2011 00:43

Year Ending Revenue (£m) Pre-tax (£m) EPS P/E PEG EPS Grth. Div Yield
31-Mar-11 9.00 1.00 1.00p 23.5 n/a -54% n/a 0.0%

[mafia music] 20/3/2011 20:08

creditors dur within 1 year
= (2,828,000)

creditiors due after more than 1 year
= (228,000)

cash at hand
= 1,000,000

it seems the business has made a masive turnaround from 2009 -2010 with increase in revenue and adding clients and increased there funds to a total of 9
aswell as appointing some good staff

turnaround 5.2mill year to year. 2010-2009 seems a masive step.
profit before tax significantly ahead of what the market expected....


can anyone tell me a little more about this company as you will have more knowledge and what we can expect News wise in the next 6-12 months

are there any price targets, broker notes ....

[mafia music] 20/3/2011 18:07

anyone looking at this one? the anuual report shows some good figures so its got me interested