Bank of Queensland Limited (BOQ) today welcomed a decision by shareholders in Home Building Society Ltd (Home) to overwhelmingly support the $600 million merger between the two financial institutions, which will be implemented by way of a Scheme of Arrangement.
At the Scheme meeting held in Perth today, the merger was supported by 94.39% of Home shareholders who voted on the Scheme of Arrangement.
A total of 8270 Home Shareholders participated in the vote, with 7806 voting in favour of the Scheme Proposal and 464 against. Under the provisions of Home’s constitution voting on the Scheme Proposal was on a one-shareholder-one-vote basis.
The vote in support of the merger was substantially above the required 75% approval threshold.
Home and BOQ will now seek final Court approval for the Scheme of Arrangement at a Federal Court hearing to be held on Tuesday, December 4 2007.
Home Chairman Tony Howarth, who will join the Board of BOQ following implementation of the merger, said he was pleased that Home shareholders had shown such strong support for the merger.
“Our Board unanimously believes that the merger with BOQ offers the best opportunity for Home shareholders to maximise the value of their investment, while also becoming part of an Australian banking success story with outstanding growth prospects,” said Mr Howarth.
“Home and BOQ have a shared vision of being a genuine alternative to the big banks and by joining with BOQ we can be an even more competitive force in the Western Australian banking sector with an enhanced offering to our loyal and growing customer base.”
BOQ Chairman Neil Roberts said he was delighted with the outcome of the vote.
“The merger will make Home shareholders significant partners in BOQ’s future growth and allow them to benefit from the national footprint and unique business model of the bank,” Mr Roberts said.
BOQ Managing Director David Liddy said the merger would bring benefits to Home shareholders through involvement in a larger listed company, to Home customers through a national network of more than 260 branches and access to more than 2,400 BOQ branded ATMs, and to the local community through an expanded branch network in Western Australia.
“Bank of Queensland prides itself on its connection with its local community. We will work with our partners in Home to build the organisation here in Western Australia with a larger branch network, more products and convenience for customers, continued high service levels, and a strong local connection through our corporate and our franchised owner-managed branches,” Mr Liddy said.
Up to four Home branches will be consolidated with BOQ branches where there is an obvious overlap, but these will be offset by continued rapid expansion of the branch network into new areas of Western Australia.
“We will match it with our competitors across Western Australia, ensuring that Home customers get the high levels of customer service people across Australia have come to expect from Bank of Queensland,” Mr Liddy said.
Under the Scheme, Home Shareholders will receive 0.844 new BOQ shares plus $2.80 cash for each Home share they own. This represents a total consideration of $17.99 per Home Share based on BOQ’s closing share price of $18.00 on Thursday, 29 November 2007 and a substantial premium of 28% based on Home’s closing share price of $14.11 on the last trading day prior to announcement of the Merger.
A Share Sale Facility is available to small shareholders who hold 355 or less Home shares on the Scheme record date.
Shareholders have until 5.00pm AWDT on Thursday, 6 December 2007 to submit their elections to participate in the Share Sale Facility.
Should the Scheme receive the approval of the Court on 4 December, then the timetable for implementation of the Scheme will be as follows:
|Effective Date of the Scheme||Thursday, 6 December 2007|
|Last day Home Shares trade on ASX with an entitlement to participate in the Scheme||Thursday, 6 December 2007|
|Time and date by which Small Parcel Participants must lodge their Share Sale Facility Election Form if they wish to elect to participate in the Share Sale Facility||5.00pm AWDT on Thursday, 6 December 2007|
|Suspension of trading in Home Shares and commencement of deferred settlement trading in New BOQ Shares||From and including Friday, 7 December 2007|
|Scheme Record Date – time and date for determining entitlement to Scheme Consideration||5.00pm AWDT on Thursday, 13 December 2007|
|Implementation Date for Scheme, transfer of Home Shares to BOQ and commencement of dispatch of Scheme Consideration||Tuesday, 18 December 2007|
|Dispatch of holding statements for new BOQ Shares||To commence by Thursday, 20 December 2007|
|Normal trading in New BOQ Shares commences||From and including Friday, 21 December 2007|
|Last day of Sale Period under the Share Sale Facility||Friday, 4 January 2008 for Ineligible Overseas Shareholders|
Friday, 11 January 2008 for Small Parcel Participants who are not Ineligible Overseas Shareholders
|End of dispatch of cash proceeds from sales under the Share Sale Facility||Wednesday, 23 January 2008 for Ineligible Overseas Shareholders|
Thursday, 31 January 2008 for Small Parcel Participants who are not Ineligible Overseas Shareholders
Note: Dates are indicative only and capitalised terms have the same meaning as when used in the Home Scheme Booklet dated 25 October 2007. Home reserves the right to vary any or all of the items and dates set out above without notifying Home shareholders of these changes. All dates following the Scheme meeting are subject to Court, ASIC and ASX approval.
Home shareholders seeking further information on the Scheme can phone the Home Merger Hotline on 13 63 13 or +61 8 9231 6601 (outside Australia) between 9am-5pm AWDT Monday to Friday.