| Mon 3 Jun 2002, 0:00 | | Nedcor/BoE: scheme of arrangement, salient dates |
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BOE NED
Nedcor / Boe : Schemes of Arrangement - Salient Dates
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
JSE Share code: NED ISIN: ZAE000004875
("Nedcor")
BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
JSE Share code: BOE ISIN: ZAE000014890
("BoE")
Schemes of Arrangement - Salient Dates
1. Introduction
Shareholders of Nedcor and BoE are referred to the announcement dated
Tuesday, 28 May 2002 regarding the schemes of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act") to be proposed by Nedcor between BoE and its shareholders (the "Share
Scheme") and between BoE and the holders of convertible debentures issued in
terms of The BoE Group 1998 Employee Incentive Scheme (the "Convertible
Debenture Scheme").
Subject to the implementation of the Share Scheme and in terms thereof, BoE
shareholders will receive R290 in cash and 0,48544 Nedcor shares ("Nedcor
Consideration Shares") per 100 BoE shares ("Share Scheme Consideration").
The Share Scheme Consideration equates to R3,52622 per BoE share, based on
the closing price of Nedcor shares of R129,00, as quoted on the JSE
Securities Exchange South Africa ("the JSE") on Friday, 19 April 2002 (being
the last trading day prior to the announcement of the transaction).
Subject to the implementation of the Convertible Debenture Scheme, holders
of convertible debentures will be entitled to a consideration (the
"Convertible Debenture Consideration") per convertible debenture of the
greater of R3,52622 and the nominal value of the convertible debenture in
question. The Convertible Debenture Consideration will be applied firstly to
extinguish the related debt owed by each holder of convertible debentures to
The BoE Group 1998 Employee Incentive Trust (the "Employee Incentive
Trust"), and any remaining amount will be paid to holders of convertible
debentures.
This announcement serves to inform BoE shareholders and holders of
convertible debentures of the conditions precedent to and the expected
salient dates and times of, the Share Scheme and the Convertible Debenture
Scheme.
2. Conditions precedent
Shareholders of BoE are advised that the implementation of the Share Scheme
remains conditional upon:
- the Share Scheme being approved by a majority representing not less than
75% of the votes exercisable by BoE shareholders recorded in the register at
the close of trade on the JSE on Thursday, 20 June 2002 excluding Nedcor and
any of its subsidiaries in respect of any BoE shares beneficially held by
them (if any) and in respect of which they have voting discretion ("Share
Scheme Members") present and voting, either in person or by proxy, at the
Share Scheme Meeting;
- Nedcor not exercising or waiving its right to withdraw from the Share
Scheme in the event of BoE permitting any competing offeror to conduct a
more extensive due diligence than that conducted by Nedcor;
- the sanction of the Share Scheme by the High Court of South Africa (Cape
of Good Hope Provincial Division) (the "Court");
- registration of the Order of Court by the Registrar of Companies (the
"Registrar");
- if and to the extent required by law, the unconditional approval of the
implementation of the Share Scheme by the Competition Tribunal and other
relevant Competition Authorities having jurisdiction in terms of the
Competition Act, 1998 (Act 89 of 1998), as amended, ("the Competition Act")
or conditional approval on terms acceptable to both BoE and Nedcor. In this
regard, shareholders' attention is drawn to the joint announcement published
by Nedcor, Nedcor Investment Bank Holdings Limited and BoE wherein it was
indicated that the Minister of Finance has issued a certificate in terms of
the provisions of section 18 of the Competition Act, confirming that the
Share Scheme is subject only to the jurisdiction of the Banks Act, 1990 (Act
94 of 1990) as amended.
- the receipt of such other regulatory approvals as may be required for the
implementation of the Share Scheme; and
- the unconditional approval by the JSE for the listing of the Nedcor
Consideration Shares on the JSE .
Convertible debenture holders of BoE are advised that the implementation
of the Convertible Debenture Scheme remains conditional upon:
- the Nedcor board of directors, the BoE board of directors, the trustees
of the Employee Incentive Trust and the Securities Regulation Panel
approving the Convertible Debenture Scheme in principle;
- the approval of the terms of the Convertible Debenture Scheme by BoE
shareholders in general meeting;
- the terms of the Convertible Debenture Scheme being approved by a
majority in number of "Convertible Debenture Scheme Members" representing
three-quarters in value (convertible debenture nominal value) of such
holders of convertible debentures registered at 17:00 on Thursday, 20 June
2002 Convertible Debenture Scheme Members present and voting either in
person or by proxy, at the Convertible Debenture Scheme Meeting;
- the sanction of the Share Scheme by the Court and registration of the
Order of Court sanctioning the Share Scheme by the Registrar;
- the sanction of the Convertible Debenture Scheme by the Court and the
registration of the Order of Court sanctioning the Convertible Debenture
Scheme by the Registrar; and
- the receipt of such other regulatory approvals as may be required for the
implementation of the Convertible Debenture Scheme.
3. Meetings to be held in regard to the Share Scheme and the Convertible
Debenture Scheme
The Securities Regulation Panel has ruled that the terms of the Convertible
Debenture Scheme are required to be approved by an ordinary resolution of
the shareholders of BoE. Accordingly, an extraordinary general meeting ("the
Extraordinary General Meeting") of BoE shareholders will be held at 09:00 on
Monday, 24 June 2002 at BoE's registered office, BoE, Clock Tower Precinct,
V&A Waterfront, Cape Town, 8001 ("BoE's registered office").
In order to obtain the approval of Share Scheme Members for the Share Scheme
and Convertible Debenture Scheme Members for the Convertible Debenture
Scheme, separate meetings of Share Scheme Members and Convertible Debenture
Scheme Members will be held. The Share Scheme meeting ("the Share Scheme
Meeting") will be held at 10:00 on Monday, 24 June 2002 at BoE's registered
office. The Convertible Debenture Scheme meeting ("the Convertible Debenture
Scheme Meeting") will be held at 10:30 on Monday, 24 June 2002 (or 15
minutes after the conclusion of the Share Scheme Meeting, whichever is the
later) at BoE's registered office.
4. Listing of BoE on the JSE
Subject to implementation of the Share Scheme, the JSE has agreed to:
- the listing of BoE shares on the JSE being suspended with effect from the
commencement of trade on the JSE on Thursday, 4 July 2002; and
- the listing of BoE shares on the JSE being terminated with effect from
the commencement of trade on the JSE on Thursday, 11 July 2002.
5. Salient dates and times
The expected dates and times of the Share Scheme and the Convertible
Debenture Scheme, which are subject to change, are set out below. In the
event of any change, an appropriate announcement will be made.
2002
Last day to trade in BoE shares in order to vote
at the Extraordinary General Meeting and the
Share Scheme Meeting by the close of trade on
the JSE on Thursday, 13 June
Date of record to vote at the Extraordinary
General Meeting and the Share Scheme
Meeting by the close of trade on the JSE on Thursday, 20 June
Date of record to vote at the Convertible
Debenture Scheme Meeting by the close of
trade on the JSE on Thursday, 20 June
Final day for the receipt of forms of proxy for
the Extraordinary General Meeting by 09:00 on Friday, 21 June
Final day for the receipt of forms of proxy for
the Share Scheme Meeting by 10:00 on Friday, 21 June
Final day for receipt of forms of proxy for the
Convertible Debenture Scheme Meeting by
10:30 on Friday, 21 June
Extraordinary General Meeting to be held at
09:00 on Monday, 24 June
Share Scheme Meeting to be held at 10:00 on Monday, 24 June
Convertible Debenture Scheme Meeting to be
held at 10:30 (or 15 minutes after the
conclusion of the Share Scheme Meeting,
whichever is later) on Monday, 24 June
Announcement of results of Extraordinary
General Meeting, Share Scheme Meeting
and Convertible Debenture Scheme Meeting
and final dates on Wednesday, 26 June
Court hearing to sanction the Share Scheme
and the Convertible Debenture Scheme on Tuesday, 2 July
IF THE SHARE SCHEME AND THE CONVERTIBLE DEBENTURE SCHEME ARE SANCTIONED AND
IMPLEMENTED:
Last day to trade in BoE shares on the JSE in
order to be recorded in the register by the record
date to receive the Share Scheme
Consideration on Wednesday, 3 July
Suspension of the listing of BoE shares at the
commencement of trade on the JSE on Thursday, 4 July
Listing of the Nedcor Consideration Shares on the
JSE at the commencement of trade on the JSE on Thursday, 4 July
Record date on which BoE shareholders must
be recorded in the register to receive the
Share Scheme Consideration by the close
of trade on the JSE on Wednesday, 10 July
Record date on which holders of convertible
debentures must have title to convertible
debentures to receive the Convertible Debentures
Scheme Consideration by close on the JSE on Wednesday, 10 July
Termination of the listing of BoE shares on Thursday, 11 July
Operative date of the Share Scheme at the
commencement of trade on the JSE on Thursday, 11 July
Convertible Debenture Scheme Consideration
paid by Nedcor to BoE on Thursday, 11 July
Share Scheme Consideration posted to Share
Scheme participants who have not dematerialised
their Share Scheme shares (if documents of title
are received on or prior to the record date) from
or, failing receipt of documents of title on or before
the record date, within five business days of
receipt thereof by the transfer secretaries from Thursday, 11 July
Share Scheme Consideration transferred to the
CSDP or broker, as the case may be, of Share
Scheme participants who have dematerialised
their Share Scheme shares from Thursday, 11 July
Payment of the Convertible Debenture Scheme
Consideration in excess of the amount owed by
a Convertible Debenture Scheme participant to
the employee incentive trust ("EIT") to Convertible
Debenture Scheme participants from Thursday, 11 July
Notes:
1. If a completed proxy form in respect of the Share Scheme Meeting or the
Convertible Debenture Scheme Meeting is not received by the time and date
shown above, it may be handed to the chairperson of the Share Scheme Meeting
or the Convertible Debenture Scheme Meeting (as the case may be) not less
than 10 minutes before the scheduled commencement time for the relevant
meeting or any adjournment thereof.
2. These dates and times may be changed by mutual agreement between Nedcor
and BoE. Any such change will be published in the press and announced on
SENS.
6. Posting of circulars in regard to the Share Scheme and the Convertible
Debenture Scheme
Circulars providing full information on the Share Scheme and the Convertible
Debenture Scheme and containing, inter alia, notices of the Extraordinary
General Meeting, the Share Scheme Meeting and the Convertible Debenture
Scheme Meeting will be posted to shareholders and holders of convertible
debentures of BoE on 1 June 2002.
Dedicated information and documentation relevant to Nedcor and BoE
shareholders and holders of convertible debentures will be made available
from Monday, 3 June 2002 at www.georgesonshareholder.co.za. Shareholders and
holders of convertible debentures can also call the Toll-Free helpline on
0800-202-361.
Johannesburg
Cape Town
31 May 2002
Investment bank to
Nedcor Investment Bank
Sponsor to
Nedcor Investment Bank
Corporate law advisers and consultants to Nedcor
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & consultants
Joint financial advisers to BoE
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
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
Goldman Sachs
Lead sponsor to BoE
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Member of the JSE Securities Exchange South Africa)
(Registration number 1995/011140/07)
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Lead sponsor to Nedcor
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Merchant bank to BoE
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Legal advisers to BoE
Sonneberg Hoffmann Galombik
Date: 03/06/2002 07:14:00 AM Produced by the SENS Department
