| Mon 7 Dec 2009, 17:03 | | IBLP/NBK/NBKP - Imperial Bank Limited/ Nedbank Gro |
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JSE NBKP NED IBLP
IBLP NED NBKP
IBLP/NBK/NBKP - Imperial Bank Limited/ Nedbank Group/ Nedbank Limited - Results
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`)
RESULTS OF THE OFFER TO IMPERIAL BANK PREFERENCE SHAREHOLDERS
1. Introduction
Holders of the non-redeemable, non-participating, non-cumulative preference
shares in Imperial Bank (`Imperial Bank preference shares`) are referred to
the announcement published on the Securities Exchange News Service (`SENS`)
on 15 October 2009 which set out the terms of a voluntary, unconditional
offer by Nedbank to the holders of Imperial Bank preference shares (`the
offer`). In terms of the offer Nedbank offered to acquire all of the
Imperial Bank preference shares not owned by the Nedbank group. The offer
consideration would be settled by way of a fresh issue, to holders of
Imperial Bank preference shares, of non-redeemable, non-participating, non-
cumulative preference shares in Nedbank (`Nedbank preference shares`) from
Nedbank`s existing authorised preference share capital in the ratio of 10
Nedbank preference shares for one Imperial Bank preference share tendered.
Imperial Bank preference shareholders are advised that by 12:00 on Friday,
4 December 2009, the closing date of the offer, Imperial Bank preference
shareholders holding 2,080,523 Imperial Bank preference shares,
representing 98.1% of the Imperial Bank preference shares not held by the
Nedbank group had accepted the offer. Prior to the offer Nedbank group held
879,729 Imperial Bank preference shares representing 29.32% of Imperial
Bank preference shares. As a result of the offer Nedbank group now holds
2,960,252 Imperial Bank preference shares representing 98.68% of Imperial
Bank preference shares.
Imperial Bank preference shareholders are now advised that the offer has
been successfully concluded, is now closed and that no acceptances received
by Nedbank after 12:00 on Friday, 4 December 2009 can be considered without
the approval of the Securities Regulation Panel.
2. Intention to invoke section 440K of the Companies Act
As acceptances in respect of 98.1% of Imperial Bank preference shares not
held by the Nedbank group have been received, Nedbank will exercise its
entitlement to compulsorily acquire the remaining Imperial Bank preference
shares not held by the Nedbank group in terms of section 440K of the
Companies Act, No. 61 of 1973 (`the Companies Act`). The Companies Act
allows the offeror to compulsorily acquire the interest held by those not
accepting the offer once it has received acceptances in respect of not less
than nine-tenths of a class of securities in issue not held by the offeror.
A further announcement will be made by Nedbank during the course of January
2010 regarding its intended invocation of section 440K of the Companies Act
whereafter a circular will be posted to the remaining Imperial Bank
preference shareholders.
Sandton
7 December 2009
Investment bank, corporate Independent lead sponsor to
adviser and sponsor to Nedbank Group
Nedbank Group and Nedbank -Merrill Lynch South Africa
and sponsor to Imperial Bank (Pty) Ltd-
- Nedbank Capital, a division
of Nedbank Limited -
Independent lead sponsor to Attorneys
Nedbank -ENS-
-Investec Bank Limited-
Sponsoring broker in Namibia Independent advisor to
to Nedbank Group Imperial Bank
-Old Mutual Investment -Ernst & Young Advisory
Services (Namibia) (Pty) Ltd Services Limited-
-
Independent sponsor to
Imperial Bank
-Deloitte & Touche Sponsor
Services (Proprietary)
Limited-
Date: 07/12/2009 16:45:02 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.
