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Nampak Limited Malbak Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
Share code NPK ISIN code Share code MLB ISIN code
ZAE000004933 ZAE000004487
(Registration number (Registration number 1946/022234/06)
1968/008070/06)
("Nampak") ("Malbak")
Nampak and Malbak merger approved by the Competition Tribunal
Further to the announcement regarding the recommendation of the proposed
merger by the Competition Commission dated 16th May 2002 issued jointly
by Nampak and Malbak, shareholders of both companies are advised that on
18th June 2002 the Competition Tribunal approved the merger between
Nampak and Malbak (the "transaction"), subject to the divestment of
Kohler Packaging Limited`s bubblepack insulation machine by the parties.
The implementation of the transaction is still subject to the fulfilment
of the following conditions precedent:approval of the transaction and
the increase of Nampak`s authorised share capital by the Nampak
shareholders;
either the scheme of arrangement in terms of Section 311 of the
Companies Act, 1973, to be proposed by Nampak between Malbak and its
shareholders (the "scheme") being agreed to by not less than three-
fourths of the votes exercisable by Malbak shareholders present and
voting either in person or by proxy at the scheme meeting, the
sanctioning of the scheme by the High Court of South Africa and the
registration of the Order of Court sanctioning the scheme by the
Registrar of Companies; or, if the scheme is not implemented, the
substitute offer in terms of Section 440 of the Companies Act, 1973 to
be made by Nampak being accepted by Malbak shareholders holding not less
than 90% of the transaction shares; approval of the transaction by the
South African Reserve Bank; and approval by the JSE Securities Exchange
South Africa and the Securities Regulation Panel.
It is intended that the Nampak circular and Malbak scheme documentation
will be posted to the respective shareholders shortly.
Johannesburg
19 June 2002
Financial adviser to Financial adviser and transactional sponsor to
Nampak Malbak
UBS WARBURG SG Hambros
UBS Warburg Corporate SG Hambros South Africa
Finance South Africa
(Pty) Ltd
A financial services
group of UBS AG
(Registration number
1994/008363/07)
Sponsor to Nampak Sponsor to Malbak
UBS WARBURG RMB
UBS Warburg Securities Rand Merchant Bank
South Africa (Pty) Ltd
A financial services Corporate Finance
group of UBS AG
(Member of the JSE A division of FirstRand Bank Limited
Securities Exchange
South Africa)
(Registration number
1995/011140/07)
Legal adviser to Legal adviser to Malbak
Nampak
Bowman Gilfillan logo Cliffe Dekker logo
(Registration number (Registration number 1998/018173/21)
1998/021409/21)
Legal adviser to SG Hambros
Taback
Date: 19/06/2002 09:33:00 AM Produced by the SENS Department
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