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MYSTATE LIMITED M&A Activity 2011

Aug 30, 2011

65395_rns_2011-08-30_57770c56-fef1-482b-a959-f204fc52d743.pdf

M&A Activity

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Dear Fellow Shareholder,

The Rock Building Society (The Rock) today announced to the Australian Securities Exchange (ASX) that it is proposing to merge with Tasmanian‐based MyState Limited (MyState) by way of a Scheme of Arrangement (Scheme). Shareholders should refer to the ASX announcement for full details.

Your Board of Directors considers that the underlying benefits of the successful implementation of this proposal are compelling to both The Rock and MyState shareholders. They include the opportunity to create a stronger regional financial services group, with a wider range of products and services for The Rock’s customers.

Under the proposal, shareholders in The Rock will receive 7.75 MyState shares for every 10 shares held by them in The Rock. The Rock shareholders will then be part of the enlarged MyState group, and participate in its future growth and financial performance.

Based on the last sale price of MyState shares on 30 August 2011, you are being offered MyState shares with a value of $2.71 for every The Rock share you hold. This represents a premium of 47.4% over the last sale price for The Rock shares (recorded on 29 August 2011), and 40.2% over the volume‐weighted average price over the past month.

Based on recent share prices, the merged entity is likely to have a market capitalisation of approximately $282 million, compared with The Rock’s market capitalisation of $46.3 million, offering enhanced liquidity in the merged entity’s shares.

Despite the challenging state of global and domestic financial markets in the 2010/11 financial year, The Rock has maintained a strong balance sheet, grown its business and has continued to provide a high level of service to customers, whilst also addressing the challenges of a regulatory inquiry. However, in order to compete effectively, your Directors have formed the view that The Rock needs to be part of a larger financial services group which offers the scale efficiencies and financial strength to compete successfully in an increasingly competitive market.

The merger with MyState will create a stronger financial services group with these efficiencies and strength, together with a wider range of products and services and enhanced geographic coverage.

Under the proposal, The Rock brand will be retained and its banking operations will continue to be delivered by a locally‐based team in Rockhampton. The Rock’s branch and mini‐branch network will also continue to provide customer‐focused banking services across regional Queensland, with an enhanced range of banking services and products, as well as introducing MyState’s range of wealth management products and services through MyState’s trustee business operations.

This merger proposal represents a natural partnership as both MyState and The Rock share the same long‐term vision and ambition to grow a stronger regionally‐based banking alternative in Australia, underpinned by the mutual alignment of their respective organisational cultures and values. Like The Rock, MyState has an exceptionally strong commitment to its customers, employees and the communities in which it operates, which will continue to be paramount for the merged entity.

The key features of this proposal are that the merged entity will:

  • Deliver a better retail banking model to The Rock’s customers, supported by a wider range of banking and wealth management products and services; and

  • Provide a platform for improved performance for shareholders through higher net interest income and a lower cost to income ratio, available through the scale efficiencies and funding cost reductions on offer.

The Scheme must be approved by:

  • A majority in number of the shareholders present and voting on the resolution to approve the Scheme; and

  • 75% of the votes cast on the resolution to approve the Scheme

at a Scheme Meeting anticipated to be held in Rockhampton in November 2011.

A Scheme Booklet providing details of the Scheme is expected to be dispatched to you in October 2011.

Subject to The Rock shareholders’ approval of the merger and the ongoing performance of the business up to the date of the merger, The Rock is planning to pay an interim dividend shortly following completion of the merger.

Your Board unanimously recommends that, in the absence of a superior proposal, you support the proposed merger with MyState. The enclosed leaflet provides an overview of MyState’s business operations and values.

As a shareholder, you may also receive unsolicited offers that undervalue your shares. Should any such offer be received, we recommend that you ensure that you obtain appropriate, expert advice before taking any action.

For further information, please visit the Shareholder Centre on The Rock’s website, www.therock.com.au or visit MyState’s website, www.mystatelimited.com.au.

Yours faithfully,

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Stephen Lonie

Chairman