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NEDCOR/NIB/BOE - COMPLETION OF DUE DILIGENCE AND FURTHER CAUTIONARY
ANNOUNCEMENT
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")
COMPLETION OF DUE DILIGENCE AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders of BoE, Nedcor and NIB (collectively "Shareholders") are
referred to the recommended offer and joint cautionary announcement of 22
April 2002. 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.
Following the announcement, on 29 April 2002 it was announced that Nedcor
had secured underwriting for the funding required to discharge the cash
consideration, and that the condition precedent as to funding had been
fulfilled. The announcement of 29 April 2002 also set out the timeframes
for the due diligence process, which is a further condition precedent to the
Offer. The due diligence commenced on Friday, 3 May 2002 and ended on
Friday, 10 May 2002. The purpose of this announcement is to provide
notification that Nedcor has completed the due diligence process in terms of
the Offer and will proceed with the Offer.
Nedcor and BOE have agreed that the amount of the Offer consideration will
be increased by R10,00 per 100 BoE ordinary shares, payable in cash, to the
maximum consideration referred to in the announcement of 22 April 2002. The
Offer consideration therefore comprises R290 in cash and 0,4854369 Nedcor
shares per 100 BoE ordinary shares (the "Offer Consideration"). The Offer
Consideration values each BoE share at R3,54, based upon the Nedcor share
price of R130,80 as at 10 May 2002 (the closing price on the last business
day prior to this announcement).
A further announcement, which will include the financial effects of the
Offer, will be made in due course.
Shareholders are advised to continue to exercise caution when dealing in
their securities.
Johannesburg Cape Town
13 May 2002
Investment bank to Joint financial advisers to BoE
Nedcor and NIB
Nedcor Investment UBS Warburg Goldman Sachs
Bank International
UBS Warburg and Goldman Sachs International
are acting for BoE Limited and no one 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
and NIB
Nedcor Investment UBS Warburg BoE Securities
Bank
Corporate law Merchant bank to Legal advisers to BoE
advisers and BoE
consultants to
Nedcor and NIB
Edward Nathan & BoE Merchant Bank Sonnenberg
Friedland
Lead Sponsor to
Nedcor and NIB
Merrill Lynch
Date: 13/05/2002 01:05:52 PM Produced by the SENS Department
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