| Thu 15 Apr 2010, 17:24 | | NBKP - Nedbank Limited - Notice of Combined General Meeting and Posting of |
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JSE NBKP
NBKP
NBKP - Nedbank Limited - Notice of Combined General Meeting and Posting of
Notice
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000009/06)
Share code: NBKP
ISIN: ZAE000043667
(`Nedbank` or the `Company`)
NOTICE OF COMBINED GENERAL MEETING AND POSTING OF NOTICE
1. Background
Shareholders are referred to the terms announcement released by Nedbank
Group Limited (`Nedbank Group`), Nedbank and Imperial Holdings Limited
(`Imperial Holdings`) on the Securities Exchange News Service (`SENS`)
on Wednesday, 16 September 2009, in which the parties disclosed the
terms and conditions precedent relating to the acquisition by Nedbank
Group of Imperial Holdings` 49,9% indirect interest in Imperial Bank
Limited (`Imperial Bank`) (`the acquisition`).
2. Conclusion of the acquisition
All the conditions precedent to the acquisition have been fulfilled and
the acquisition has been concluded.
Nedbank now wishes to submit an application to the South African Reserve
Bank (`SARB`) in terms of section 54 of the Banks Act, 1990 (`Banks
Act`) in order to take transfer of the business of Imperial Bank and any
other assets and liabilities which do not form part of the Imperial Bank
business (other than certain select assets and liabilities) (`the
transfer`).
3. Notice to the Nedbank shareholders and combined general meeting
A notice in terms of section 54 of the Banks Act (`Notice`) was posted
yesterday to the holder of Nedbank ordinary shares (`ordinary shares`)
(`ordinary shareholder`) and holders of Nedbank non-redeemable non-
cumulative non-participating preference shares (`preference
shareholders`) (collectively `shareholders` or `members`) convening a
combined general meeting (`combined general meeting`) of shareholders
that will be held in the Executive Boardroom, Ground Floor, Block A,
Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, at 15:30 on Monday,
3 May 2010, immediately after the Nedbank annual general meeting
(`AGM`), for the purpose of considering and, if deemed fit, passing,
with or without modification, the ordinary resolution (`ordinary
resolution`) contained in the Notice, to approve the transfer.
4. Voting at the combined general meeting
The combined general meeting of the Company is a combined meeting at
which the preference shareholders as well as the ordinary shareholder
are entitled to vote in terms of section 54 of the Banks Act. Each
shareholder shall be entitled to that proportion of the total votes in
the Company which the aggregate amount of the nominal value of the
shares held by him bear to the aggregate amount of the nominal value of
all shares issued by the Company.
Nedbank Group currently owns 100% of the ordinary shares in Nedbank,
which represents approximately 98.4% of the voting rights of Nedbank at
a combined general meeting. Nedbank Group intends to vote in favour of
the proposed ordinary resolution at the combined general meeting
Sandton
15 April 2010
Investment bank, corporate Attorneys
adviser and sponsor to -ENS-
Nedbank
- Nedbank Capital, a division
of Nedbank Limited -
Independent lead sponsor to
Nedbank
-Investec Bank Limited-
Date: 15/04/2010 17:24:01 Produced by the JSE SENS Department.
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