INFORMATION NOTE ON REVERSE SHARE SPLIT
BACKGROUND OF THE COMPANY
Corporate Profile
Date of Incorporation / 18th November 2010Country of Incorporation / Mauritius
Registered Office Address / 1 Queen Elizabeth II Avenue, Place D’Armes, Port Louis
Company Number / C099120
In 2012, SBM Bank (Mauritius) Ltd (SBM) (formerly known as ‘State Bank of Mauritius Ltd’), approved the split of each SBM share of nominal value Rs.1 into 100 shares of nominal value 1 cent which came into effect on 01st March 2013. The main reasons were to enhance liquidity of the shares and make it more attractive to small shareholders.
Subsequently, in line with regulatory requirements, the SBM group of companies (SBM Group) embarked on a restructuring exercise with a view to, among others, segregating its non-banking activities/assets from its banking activities/assets and to ring-fence capital and segregate risks from its banking operating entities.
As a result of the restructuring under Section 32(A) of the Banking Act, SBM Holdings Ltd (SBMH), until then a subsidiary of SBM, became the bank investment holding company of the SBM Group on 02nd October 2014 following the transfer of shares from SBM Bank (Mauritius) Ltd to SBMH and an exchange of shares by shareholders on a 1:1 ratio basis for SBMH shares. Thus, the existing shareholders of SBM Bank (Mauritius) Ltd became the shareholders of SBMH effective on 02nd October 2014 and the listing of SBM Bank (Mauritius) Ltd was withdrawn.
SBMH was listed on the Official Market of the Stock Exchange of Mauritius on 03rd October 2014.
The stated capital of SBMH amounting to MUR 32,500,203,861 consists of 30,374,022,300 fully paid up ordinary shares of no par value which includes 4,556,103,300 treasury shares.
Following the communiqué issued on 13th May 2016 as attached, a resolution will be proposed at the next Annual Shareholders Meeting scheduled for the 28th June 2016 to approve the proposed reverse share split.
THE REVERSE SHARE SPLIT
The Board of Directors of SBMH feels that to further enhance the marketability of its shares to a wider range of institutional and professional investors and other members of the investing public, it would be beneficial to consolidate its shares at a ratio of 1:10. Should the shareholders approve the proposal at the Annual Meeting of SBMH, a shareholder will receive 1 share for every 10 shares being held in SBMH post the reverse share split. No fractional shares will be issued and instead will be pooled and sold and the proceeds distributed accordingly.
It should be noted that the reverse share split will have no impact on the share capital of SBMH and consequently practically no effect on the value of the individual shareholder’s overall shareholding relative to the total market valuation of SBMH.
STATED CAPITAL AND NUMBER OF SHARES PRE AND POST THE REVERSE SHARE SPLIT
Pre Reverse Share Split / Post Reverse Share SplitNo of Issued shares
Issued and fully paid up / 30,374,022,300 / 3,037,402,230
Stated Capital (MUR) / 32,500,203,861 / 32,500,203,861
Once approved, the Board of Directors of SBMH will be authorised to implement the reverse share split at the appropriate time in consultation with the Stock Exchange of Mauritius.
The Board of Directors SBMH will issue a further communiqué to inform shareholders and the public on the calendar of events for the reverse share split.
The Rights of the Shareholders
Section 2.4 of the Constitution of SBM Holdings Ltd
Unless the Members in Meeting otherwise resolve, all shares of the same class of the Company in whatsoever denomination expressed shall in all respects rank “pari passu” and confer the same rights and privileges on their holders.
The shares are in registered form. The approval of the Financial Service Commission is being sought in parallel for the Reverse Share Split.
07th June 2016
By order of the Board
The Board of Directors of SBMH collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. This document is in compliance with the Stock Exchange of Mauritius Ltd Rules Governing the Official Listing of Securities or any rule and regulations made under this Act.
Neither the Stock Exchange of Mauritius Ltd (SEM) nor the Financial Services Commission (FSC) assumes any responsibility for the contents of this document. The SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.