| Fri 14 Aug 2009, 8:48 | | NBKP - Nedbank Limited - Announcement regarding salient terms and conditions |
|
NED NBKP
NED NBKP
NBKP - Nedbank Limited - Announcement regarding salient terms and conditions
relating to the August 2009 issue of Nedbank preference shares
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000009/06)
Share code: NBKP
ISIN: ZAE000043667
(`Nedbank` or `the Company`)
Announcement regarding salient terms and conditions relating to the August
2009 issue of Nedbank preference shares
1. Introduction
Investors are referred to the Nedbank Group Limited (`Nedbank Group`)
results announcement on 5 August 2009, wherein the Nedbank Group
announced its intention to issue non-core Tier 1 perpetual, non-
cumulative, non-redeemable, non-participating Nedbank preference shares
(`Nedbank preference shares`) in August 2009 (`the Issue`). Nedbank now
wishes to raise up to R1 billion of Nedbank preference shares. The
purpose of this announcement is to provide potential investors with
further information regarding the Issue.
The Issue will rank pari passu with Nedbank preference shares already in
issue.
2. Pricing of the Issue
The Nedbank preference shares will pay a dividend of 75% of the prime
interest rate. The Issue price itself will be at an effective yield of
77% of the prime interest rate, and will be issued with the accrued
dividend from 1 July 2009 to the issue date of Wednesday, 9 September
2009.
3. Minimum subscription amount
Nedbank will place the Issue with investors subject to a minimum
subscription amount of R100 000 per principal.
Potential investors are requested to contact their stockbrokers, Central
Securities Depository Participants (`CSDP`), bankers or professional
advisers after the opening of the placement should they wish to
participate in the Issue.
Should you not have a stockbroker contact BoE Stockbrokers on:
Johannesburg +27 (0)11 480 3722
Pretoria +27 (0)12 366 20000
Durban +27 (0)31 203 9550
Cape Town +27 (0)21 416 7600
4. Salient dates and times relating to the Issue
Opening date of Friday, 14 August 2009 (09:00)
placement
Closing date of Wednesday, 26 August 2009 (12:00)
placement (See note
below)
Listing of preference On or about Wednesday, 9 September 2009
shares
These dates and times are subject to amendment and any such amendment
will be released on SENS and published in the South African press.
Prospective investors should consult their stockbrokers or CSDPs
timeously to ascertain the individual stockbrokers or CSDPs` cut-off
times and dates for applications.
5. Listing of Nedbank preference shares
The Company will make application for the listing of the Nedbank
preference shares on the JSE Limited in due course.
6. Potential effects of the proposed changes in secondary tax on companies
and the taxation of dividends on Nedbank preference shares
National Treasury has proposed that a new dividends tax (`dividends
tax`) replace the current secondary tax on companies (`STC`). The
proposed dividends tax (per clause 56(2) of the 2008 Revenue Laws
Amendment Act) will come into effect from a date that will be at least
three months after the Minister gives notice in the Government Gazette.
The anticipated effective date is likely to be during the second half of
2010. In terms of dividends tax, the liability for tax shifts from the
company (the party liable for STC under the current STC regime) to the
individual shareholder.
The impact of this change, without any compensating action by Nedbank,
would be that individual investors in Nedbank preference shares would
receive a lower absolute dividend. However, in line with industry
practice, Nedbank intends to gross up the preference share dividend, to
the extent that the Nedbank preference shareholders are placed in the
same financial position as before such change in legislation. The gross
up will be limited to the effect of STC saved by Nedbank as a result of
the abolition of STC.
As a result of these proposed changes to the tax legislation, Nedbank
intends to propose amendments with the objective of effecting changes to
its articles of association once the new tax legislation is finalised to
ensure an equitable result for its preference shareholders.
The gross up proposal is subject to the amendments to the terms of the
Nedbank preference shares, board approval, Nedbank shareholder approval
(including a separate class meeting of preference shareholders) and
regulatory approval.
7. Further information
For further information, please contact:
Markus Borner, Group Capital Management, Nedbank
Tel: +27 (0)11 295 8616
Email: markusb@nedbank.co.za
Francois Otto, Corporate Finance, Nedbank
Tel: +27 (0)11 294 3526
Email: francoisot@nedbank.co.za
Sandton
14 August 2009
Investment bank, corporate Independent lead sponsor to
adviser and sponsor to Nedbank Limited
Nedbank Limited - Investec Bank Limited -
- Nedbank Capital, a division
of Nedbank Limited -
Date: 14/08/2009 08:48:20 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
