| Fri 13 Nov 2009, 8:58 | | IBLP/NED/NBKP - Imperial Bank/Nedbank Group/Nedban |
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JSE NBKP NED IBLP
IBLP NED NBKP
IBLP/NED/NBKP - Imperial Bank/Nedbank Group/Nedbank - Salient Dates And Times
Announcement In Respect Of The Offer To Imperial Bank Preference Shareholders
Imperial Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/012641/06)
Share code: IBLP
ISIN: ZAE000081675
(`Imperial Bank`)
Nedbank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED NSX: NBK
ISIN: ZAE000004875
(`Nedbank Group`)
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000009/06)
Share code: NBKP
ISIN: ZAE000043667
(`Nedbank`)
SALIENT DATES AND TIMES ANNOUNCEMENT IN RESPECT OF THE OFFER TO IMPERIAL BANK
PREFERENCE SHAREHOLDERS
1. Introduction
Imperial Bank preference shareholders are referred to the announcement
released on the Securities Exchange News Service (`SENS`) on 15 October
2009 (`terms announcement`) in which Nedbank released the terms of a
voluntary, unconditional offer to the holders of Imperial Bank preference
shares to acquire all of the Imperial Bank preference shares not
currently owned by Nedbank and to be settled by way of a fresh issue of
Nedbank preference shares from Nedbank`s existing authorised preference
share capital in the ratio of 10 Nedbank preference shares (`offer
consideration`) to 1 Imperial Bank preference share tendered (`the
offer`).
2. Salient dates and times of the offer
The expected dates and times pertaining to the offer are set out below:
2009
Announcement of salient dates and times Friday, 13 November
and opening of offer period published on
SENS
Circular posted to Imperial Bank Friday, 13 November
preference shareholders
Opening of offer at 09:00 Friday, 13 November
Announcement of salient dates and times Friday, 13 November
and opening of offer period published in
the national press
Last day to trade in Imperial Bank Friday, 27 November
preference shares on the JSE in order to
be eligible to participate in the offer
Imperial Bank preference shares expected Monday, 30 November
to trade "ex" the offer
Record date in order to be eligible to Friday, 4 December
participate in the offer
Offer period expected to close at 12:00 Friday, 4 December
(`closing date`)
Results of the offer expected to be Monday, 7 December
released on SENS
Results of the offer expected to be Tuesday, 8 December
published in the national press
Notes:
1. The above dates and times are subject to amendment by Nedbank. Any
such amendment will be announced by Nedbank on SENS and published in
the South African press at least fourteen days prior to the closing
date.
2. The offer consideration due to a dematerialised offer participant
will not be posted to such offer participant but will be
transferred, at his/her risk, to his/her CSDP or broker within five
business days of the later of the receipt of a valid acceptance of
the offer or the closing date of the offer.
3. All times indicated above are South African times.
4. Dematerialised Imperial Bank preference shares may not be
materialised between Monday, 30 November 2009 and Friday, 4 December
2009.
3. Opinion of the independent expert
The board of Imperial Bank appointed an independent sub-committee to
consider whether the terms and conditions of the offer were fair and
reasonable to Imperial Bank preference shareholders. In discharging its
functions, the sub-committee undertook their own independent assessment
of the terms of the offer and engaged Ernst & Young Advisory Service
Limited (`Ernst & Young` or the `independent advisor`) to provide a fair
and reasonable opinion. Ernst & Young has advised the independent sub-
committee that it has considered the terms and conditions of the offer
and is of the opinion that these terms and conditions are fair and
reasonable insofar as the Imperial Bank preference shareholders are
concerned.
The board of directors of Imperial Bank are of the opinion that the terms
and conditions of the offer are fair and reasonable and that the
implementation of the offer will be to the benefit of Imperial Bank
preference shareholders. Accordingly, the board of Imperial Bank
recommends that Imperial Bank preference shareholders accept the offer.
4. Irrevocable undertakings
Nedbank has not entered into any arrangements, undertakings or agreements
with regards to support by any of the Imperial Bank preference
shareholders for the offer.
5. Circular regarding the offer
A circular providing information on the offer was posted to Imperial Bank
preference shareholders today, Friday, 13 November 2009.
Sandton
13 November 2009
Investment bank, corporate adviser Independent lead sponsor to
and sponsors to Nedbank Group and Nedbank Group
Nedbank Limited and sponsor to -Merrill Lynch South Africa (Pty)
Imperial Bank Ltd-
- Nedbank Capital, a division of
Nedbank Limited -
Independent lead sponsor to Nedbank Attorneys
Limited -ENS-
-Investec Bank Limited-
Sponsoring broker in Namibia to Independent advisor
Nedbank Group -Ernst & Young Advisory Services
-Old Mutual Investment Services Limited-
(Namibia) (Pty) Ltd -
Independent sponsor to Imperial Bank
-Deloitte & Touche Sponsor Services
(Proprietary) Limited-
Date: 13/11/2009 07:05:04 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.
