Nedcor/ Nib/boe - Fulfilment Of Condition Preceden
Nedcor Limited Nedcor Investment BoE Limited
Bank Holdings Limited
(Incorporated in the (Incorporated in the (Incorporated in the
Republic of South Republic of South Republic of South
Africa) Africa) Africa)
(Registration number (Registration number (Registration number
1966/010630/06) 1963/003972/06) 1987/003281/06)
Share Code: NED ISIN: Share Code: NIB ISIN: Share Code: BOE ISIN:
ZAE000004875 ZAE000019030 ZAE000014890
("Nedcor") ("NIB") ("BoE ")
FULFILMENT OF CONDITION PRECEDENT
The recommended offer and joint cautionary announcement of 22 April 2002
refers. This announcement detailed the terms of a recommended offer by
Nedcor to acquire the entire issued share capital of BoE (the "Offer"),
which offer is subject to the fulfilment of certain conditions precedent.
One of the conditions precedent was an obligation on Nedcor to raise the
cash funds required to discharge the cash portion of the consideration
offered in terms of the Offer (the "cash consideration") by 29 April 2002.
Nedcor has secured underwriting for the funding required to discharge the
cash consideration, and hence this condition precedent to the Offer has now
been fulfilled. The parties have agreed that the due diligence process,
which is a further condition precedent to the Offer, will commence on
Friday, 3 May 2002 and will end on Friday, 10 May 2002, after which the
parties will agree the final purchase consideration on the basis set out in
the previous announcement.
Shareholders of BoE, Nedcor and NIB are advised to continue to exercise
caution when dealing in their securities until a further announcement, which
will include the financial effects of the Offer on Nedcor and BoE
shareholders, is made.
Johannesburg Cape Town
29 April 2002
Investment bank to Joint financial advisers to BoE
Nedcor and NIB
Nedcor Investment UBS Warburg Goldman Sachs
Bank Corporate Finance International
(South Africa) (Pty)
Ltd
UBS Warburg and Goldman Sachs International
are acting for BoE Limited and no else in
connection with this matter and will not be
responsible to any other person for
providing the protections afforded to
clients of UBS Warburg and Goldman Sachs
International for providing advice in
relation to this matter
Sponsor to Nedcor Lead Sponsor to BoE Co-sponsor to BoE
Ýand NIB)
Nedcor Investment UBS Warburg BoE Securities (Pty)
Bank Securities (South Ltd
Africa) (Pty) Ltd
Corporate law Merchant bank to BoE Legal advisers to BoE
advisers and
consultants to
Nedcor and NIB
Edward Nathan & BoE merchant bank Sonnenberg Hoffmann
Friedland Galombik
Lead Sponsor to
Nedcor and NIB
Merrill Lynch
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