| Mon 24 Jun 2002, 0:00 | | Nedcor/BoE - Results of Convertible Debenture Sche |
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Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share Code: NED
ISIN CODE : ZAE000004875
("Nedcor")
BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
Share Code: BOE
ISIN CODE : ZAE000014890
("BoE")
Results of Convertible Debenture Scheme Meeting
1. INTRODUCTION
Holders of convertible debentures issued in terms of The BoE Group 1998
Employee Incentive Scheme ("convertible debentures") are advised that at the
convertible debenture scheme meeting held at 10:45 on Monday, 24 June 2002,
the requisite majority of convertible debenture holders in number and value
approved, without modification, the scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ("the
Act") proposed by Nedcor, between BoE and its convertible debenture holders
in terms of which Nedcor will acquire all such convertible debentures in
issue from the holders thereof ("the convertible debenture scheme").
In terms of the convertible debenture scheme, holders of convertible
debentures will be entitled to a consideration per convertible debenture in
an amount equal to the greater of R3,52622 and the convertible debenture
nominal value ("the convertible debenture scheme consideration"). The
convertible debenture scheme consideration will be paid in cash by Nedcor to
BoE (on behalf of convertible debenture scheme participants) and BoE will
apply the consideration firstly in discharge of the amount owed by the
respective convertible debenture holders to The BoE Group 1998 Employee
Incentive Trust ("employee incentive trust") in respect of the acquisition
of the convertible debentures from the employee incentive trust ("the trust
debt"). The balance (if any) of the convertible debenture scheme
consideration in excess of the convertible debenture scheme participants'
respective trust debts will be paid to the respective convertible debenture
scheme participants.
2. OUTSTANDING CONDITIONS PRECEDENT
The implementation of the convertible debenture scheme is conditional
upon the fulfilment of the following outstanding conditions precedent:
* the scheme of arrangement, in terms of section 311 of the Act, proposed by
Nedcor, between BoE and its shareholders ("the share scheme") and the
convertible debenture scheme, respectively, being sanctioned by the High
Court of South Africa (Cape of Good Hope Provincial Division) ("the Court")
and the respective Orders of Court sanctioning the share scheme and
convertible debenture scheme being registered by the Registrar of Companies;
and
* the receipt of such other regulatory approvals as may be required for the
implementation of the convertible debenture scheme.
Convertible debenture scheme members are entitled to attend at the Court
in person, or to be represented by counsel, and to be heard concerning any
objections they may have in respect of the sanctioning of the convertible
debenture scheme.
Apart from the above conditions precedent, all other outstanding
conditions precedent relating to the convertible debenture scheme have been
fulfilled.
3. SALIENT DATES AND TIMES
2002
Court hearing to sanction the convertible debenture
scheme on Tuesday, 2 July
Operative date of the convertible debenture scheme
at 09:00 on Thursday, 11 July
Convertible debenture scheme consideration paid by
Nedcor to BoE on Thursday, 11 July
Payment of the convertible debenture scheme consideration
in excess of the trust debt to convertible debenture
scheme participants from Thursday, 11 July
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.
4. SURRENDER OF DOCUMENTS OF TITLE
The certificates in respect of all the convertible debentures should be
held by the employee incentive trust in pledge as security for the trust
debt. Insofar as documents of title are held by the convertible debenture
scheme participants, and have not been surrendered, convertible debenture
scheme participants must complete and lodge the form of surrender (green)
included in the circular posted to convertible debenture holders on
Saturday, 1 June 2002 together with the relevant documents of title (in
negotiable form), with BoE at its registered office, BoE, Clock Tower
Precinct, V&A Waterfront, Cape Town, 8001 for the attention: BoE Group Human
Resources Manager in order to receive the convertible debenture scheme
consideration.
The holders of the convertible debentures are referred to the terms of
the convertible debenture scheme as set out in the circular dated 1 June
2002 sent to convertible debenture holders and copies of which are available
for inspection at the registered office of BoE (BoE, Clock Tower Precinct,
V&A Waterfront, Cape Town, 8001) during normal business hours.
BoE CONVERTIBLE DEBENTURE HOLDERS WHO HAVE QUERIES SHOULD CONSULT THEIR
HUMAN RESOURCES DEPARTMENT
Johannesburg
Cape Town
24 June 2002
Investment bank and sponsor to Nedcor
Nedcor Investment Bank
Joint independent advisers to BoE*
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
Goldman Sachs
*Goldman Sachs International and UBS Warburg are acting for BoE 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 Goldman Sachs
International and UBS Warburg or for providing advice in relation to this
matter
Corporate law advisers and consultants to Nedcor
Edward Nathan & Friedland
Corporate Law advisers & consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
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)
Legal advisers to BoE
Sonneberg Hoffmann & Galombik
Lead sponsor to Nedcor for this convertable debenture scheme
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Limited
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
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Joint auditors to Nedcor
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Auditors and reporting accountants to BoE and joint auditors to Nedcor
Deloitte & Touche
Date: 24/06/2002 01:27:30 PM Produced by the SENS Department
