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Nedcor Limited - Last day to trade and record date of a claw-back offer
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share Code: NED ISIN: ZAE000004875
("Nedcor")
Last day to trade and record date of a claw-back offer
1. Introduction
Nedcor shareholders are advised that, subject to the conditions precedent
set out below, the board of directors of Nedcor has resolved to implement a
renounceable claw-back offer ("Claw-back Offer") to Nedcor shareholders.
Nedcor will raise approximately R420 million through the subscription ("the
Subscription") by Old Mutual (South Africa) Limited or any of its wholly-
owned subsidiaries ("Old Mutual") for the rights to new ordinary shares in
Nedcor ("New Ordinary Shares") at 12900 cents per New Ordinary Share.
Pursuant to the Claw-back Offer, Nedcor shareholders will then have the
right to acquire their pro rata portion of the New Ordinary Shares at 12900
cents per New Ordinary Share.
The Subscription constitutes a part of the financing arrangements put into
place to enable Nedcor to acquire the entire issued share capital of BoE
Limited ("BoE").
2. Last day to trade and record date
The expected last day to trade in Nedcor shares on the JSE Securities
Exchange South Africa (the "JSE") so as to be recorded as a shareholder of
Nedcor in order to be entitled to participate in the Claw-back Offer is
Wednesday, 3 July 2002.
The expected record date in order to be entitled as a shareholder to
participate in the Claw-back Offer is Wednesday, 10 July 2002.
3. Conditions precedent
The Claw-back Offer is conditional upon:
- the scheme of arrangement proposed by Nedcor between BoE and its
shareholders (the "BoE Scheme") being approved by a majority representing
not less than 75% of the votes exercisable by BoE Scheme members present and
voting at the BoE Scheme meeting, the Cape of Good Hope Provincial Division
of the High Court sanctioning the BoE Scheme and the Order of Court
sanctioning the BoE Scheme being registered by the Registrar of Companies.
Details of the BoE Scheme are set out in a circular to BoE shareholders
dated 1 June 2002 and in a circular to Nedcor shareholders dated 10 June
2002;
- to the extent necessary, the registration by the Registrar of Companies of
the Claw-back Offer documentation; and
- the granting of listings by the JSE for the shares to be issued pursuant
to the Claw-back Offer and the renounceable letters of entitlement.
4. Further announcement
A further announcement will be made on Wednesday, 26 June 2002 setting out
further details of the Claw-back Offer.
Johannesburg
19 June 2002
Investment bank and Corporate law Lead Sponsor
joint sponsor advisers and
consultants
Nedcor Investment Edward Nathan & Merrill Lynch
Bank Friedland
Subscriber to the
Claw-back Offer
Old Mutual
Date: 19/06/2002 05:04:27 PM Produced by the SENS Department
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