| Tue 17 Aug 2010, 13:14 | | NED/NBKP - Nedbank Group Limited/Nedbank Limited - |
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NED NBKP
NED NEDB
NED/NBKP - Nedbank Group Limited/Nedbank Limited - Securities regulation panel
finding
NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
("Nedbank Group")
NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE share code: NBKP
ISIN: ZAE000043667
("Nedbank")
SECURITIES REGULATION PANEL FINDING
The Securities Regulation Panel ("SRP") today ruled that Nedbank Group`s Single
Stock Futures ("SSF") activity in Acc-Ross referred to in a SENS announcement
dated 5 February 2010 was not for the purposes of acquiring control.
DETAILS OF THE RULING AS PUBLISHED BY THE SRP ON SENS
"SECURITIES REGULATION PANEL (SRP) RULING IN TERMS OF SECTION 440A OF THE
COMPANIES ACT 61 OF 1973 AND THE SECURITIES REGULATION CODE ON TAKEOVERS AND
MERGERS AND THE RULES OF THE SRP
In the matter of: The complaint against Nedbank Limited and Syfrets by the
Pinnacle Consortium, Gardener Ross and Norman Bosman heard by a five member
committee of the SRP 19 and 20 May 2010.
Interested parties are hereby advised that the SRP has issued the following
Ruling relating to the above complaint:
9.1 Having considered the arguments put to us, for the reasons outlined above,
we find that an affected transaction did not occur at the time when Syfrets`
(a subsidiary of Nedbank Group) holding of Acc-Ross shares reached 35%, or each
time that it`s holding increased by another 5%.
9.2 However if we are wrong in our decision above, we hereby exercise our
discretion to "rule otherwise" in terms of Rule 8.1 of the Code, for reasons of
equity .....
9.3 And should we for any reason be found to have incorrectly exercised our
discretion in terms of Rule 8.1 we hereby exercise our general discretion in
terms of Rule 34 to excuse Syfrets and Nedbank from having to make an offer to
the other shareholders of Acc-Ross or PPG, for ... reasons of equity...."
The full details of the Ruling and the reasons thereof can be obtained
from
the SRP website: www.srpanel.co.za under Publications."
BACKGROUND TO THE SRP HEARING
As referred to in the announcement on SENS dated 5 February 2010, summons
was served on 5 corporate entities as well as Nedbank on 28 January 2010
by certain parties who became shareholders in Pinnacle Point Group Limited
("Pinnacle Point Group") in November 2008.
These parties ("the plaintiffs") appear to be controlled inter alia, by Dave
Mostert, Mervyn Key and Ivor Stratford. The plaintiffs allege that the group`s
(being Nedbank Group and its subsidiaries from time to time) SSF activity
in Acc-Ross resulted in them sustaining financial losses. The details of the
claim are vague, opportunistic and vindictive and accordingly, in the view of
the group`s legal advisors do not support any sustainable claim against Nedbank.
The group strongly denies that there is any merit in the claim.
Subsequently, the before-mentioned plaintiffs together with two other
complainants jointly lodged a complaint with the Securities Regulation Panel
("SRP"). The complaints inferred that Nedbank Group acquired shares in Acc-
Ross to hedge a derivative position and in so doing passed the 35% ownership
threshold at which stage Nedbank Group should have made an offer to other
shareholders. As mentioned above, the SRP has ruled otherwise.
The group remains of the view that it cannot be held responsible for any alleged
loss suffered by the plaintiffs that is based on a sharp decline in the Pinnacle
Point Group share price since they acquired their shareholding in Pinnacle Point
Group.
Sandton
17 August 2010
Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Capital
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Sponsors to Nedbank Limited:
Investec Bank Limited
Nedbank Capital
Date: 17/08/2010 13:06:47 Produced by the JSE SENS Department.
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