| Wed 20 Jan 2010, 16:55 | | IBLP / NED / NBKP - Imperial Bank / Nedbank Group / Nedbank - Circular To The |
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JSE NBKP NED IBLP
IBLP NED NBKP
IBLP / NED / NBKP - Imperial Bank / Nedbank Group / Nedbank - Circular To The
Remaining Imperial Bank Preference Shareholders And Salient Dates And Times
Relating To The Invocation Of Section 440k(1) (`Section 440k`) Of The
Companies Act, No. 61 Of 1973 (`The Companies ACT`)
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`)
Circular To The Remaining Imperial Bank Preference Shareholders And Salient
Dates And Times Relating To The Invocation Of Section 440k(1) (`Section 440k`)
Of The Companies Act, No. 61 Of 1973 (`The Companies ACT`)
Introduction
Holders of the non-redeemable, non-participating, non-cumulative preference
shares in Imperial Bank (`remaining Imperial Bank preference shares`) are
referred to the announcement released on the Securities Exchange News Service
(`SENS`) on 7 December 2009 in which Nedbank announced the results of the
voluntary, unconditional offer by Nedbank to the holders of Imperial Bank
preference shares to acquire all of the Imperial Bank preference shares not
owned by the Nedbank group (`the offer`) as well as its intention to invoke the
provisions of section 440K of the Companies Act.
Results of the offer
At 12:00 on Friday, 4 December 2009, the closing date of the offer (`closing
date`), Imperial Bank preference shareholders holding 2,080,523 Imperial Bank
preference shares representing 98.1% of the Imperial Bank preference shares
which were subject to the offer had accepted the offer. Prior to the offer
Nedbank Group held 879,729 Imperial Bank preference shares representing 29.3% of
the Imperial Bank preference shares in issue. As a result of the offer Nedbank
group now holds 2,960,252 Imperial Bank preference shares representing 98.7% of
Imperial Bank preference shares in issue.
Section 440K circular to the remaining Imperial Bank preference shareholders
A circular, incorporating a notice in terms of section 440K(1) of the Companies
Act (`the section 440K circular`) to compulsorily acquire the remaining Imperial
Bank preference shares, has been posted to the remaining Imperial Bank
preference shareholders today.
Suspension and termination of the listing of Imperial Bank preference shares
Imperial Bank preference shares will be suspended from the list of the JSE
Limited (`JSE`) with effect from the commencement of trade on Thursday, 21
January 2010.
The listing of Imperial Bank preference shares on the JSE will be terminated
with effect from the commencement of trade on Friday, 12 March 2010, unless as
regards any particular remaining Imperial Bank preference shareholder, an
application pursuant to section 440K of the Companies Act is made to the High
Court of South Africa (`the Court`) on or before Wednesday, 3 March 2010 to
prevent the compulsory acquisition of its Imperial Bank preference shares, and a
ruling from the Court has not been obtained by that date.
Payment of the consideration
The consideration for the remaining Imperial Bank preference shares will be
settled by way of a fresh issue, to the remaining Imperial Bank preference
shareholders, of non-redeemable, non-participating, non-cumulative preference
shares in Nedbank (`Nedbank preference shares`) in the ratio of 10 Nedbank
preference shares for 1 Imperial Bank preference share tendered or compulsorily
acquired.
Salient dates and times
2010
Notice in terms of section 440K of the Wednesday, 20 January
Companies Act posted to the Imperial Bank
preference shareholders on
Last day to trade in Imperial Bank Wednesday, 20 January
preference shares on
Listing of Imperial Bank preference shares Thursday, 21 January
suspended on the JSE with effect from the
commencement of business on
Record date on Wednesday, 27 January
Last day for Imperial Bank preference Wednesday, 3 March
shareholders to make application to the
Court in terms of section 440K of the
Companies Act on
Compulsory acquisition by Nedbank in terms Thursday, 4 March
of section 440K of the Companies Act of
remaining Imperial Bank preference shares
becomes effective on the commencement of
business on
Date of payment of the consideration to the Thursday, 11 March
remaining Imperial Bank preference
shareholders who have not tendered their
Imperial Bank preference shares pursuant to
the notice of section 440K of the Companies
Act on
Termination of listing of Imperial Bank Friday, 12 March
preference shares on the JSE from the
commencement of business on
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.
2. The above dates and times are furthermore subject to change for any
individual Imperial Bank preference shareholder who has made an application to
the Court pursuant to section 440K (1) of the Companies Act on or before
Wednesday, 3 March 2010 and a ruling from the Court has not been obtained by
that date.
3. There will be no rematerialisation of Imperial Bank preference shares after
the notice in terms of section 440K of the Act has been released on SENS.
4. All times indicated above are South African times.
Sandton
20 January 2010
Investment bank, corporate adviser and Independent lead sponsor to
sponsor to Nedbank Group and Nedbank and Nedbank Group
sponsor to Imperial Bank -Merrill Lynch South Africa
- Nedbank Capital, a division of Nedbank (Pty) Ltd-
Limited -
Independent lead sponsor to Nedbank Attorneys
-Investec Bank Limited- -ENS-
Sponsoring broker in Namibia to Nedbank Independent sponsor to
Group Imperial Bank
-Old Mutual Investment Services (Namibia) -Deloitte & Touche Sponsor
(Pty) Ltd - Services (Proprietary)
Limited--
Date: 20/01/2010 16:55:01 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.
