| Mon 24 Jun 2002, 0:00 | | Nedcor/BoE - Results of Share Scheme Meeting and E |
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Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED ISIN: ZAE000004875
("Nedcor")
BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
Share code: BOE ISIN: ZAE000014890
("BoE" or "the Company")
Results of Share Scheme Meeting and Extraordinary General Meeting
1. INTRODUCTION
BoE shareholders are advised that at the share scheme meeting held at
10:00 on Monday, 24 June 2002 a majority of 98,04% of BoE shareholders
present in person or represented by proxy (which is in excess of the
requisite majority) 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
shareholders in terms of which Nedcor will acquire all the issued BoE shares
("the share scheme").
BoE shareholders are also advised that at the extraordinary general
meeting held at 09:00 on Monday, 24 June 2002, the requisite majority of BoE
shareholders approved the terms of the scheme of arrangement in terms of
section 311 of the Act, proposed by Nedcor between the Company and the
holders of its convertible debentures issued under The BoE Group 1998
Employee Incentive Scheme, in terms of which Nedcor will acquire all such
convertible debentures in issue from the holders thereof.
In terms of the share scheme, holders of BoE shares are entitled, subject
to the Exchange Control Regulations of the South African Reserve Bank ("the
SARB") and the fulfilment of the outstanding conditions precedent set out
below, to receive R290,00 in cash and 0,48544 Nedcor ordinary shares ("the
Nedcor consideration shares") per 100 BoE shares held ("the share scheme
consideration").
2. OUTSTANDING CONDITIONS PRECEDENT
The implementation of the share scheme is conditional upon the fulfilment
of the following outstanding conditions precedent:
* Nedcor not exercising or waiving its rights to withdraw from the share
scheme in the event of BoE permitting any competing offeror to conduct a
more extensive due diligence than conducted by Nedcor prior to the sanction
of the share scheme by the High Court of South Africa (Cape of Good Hope
Provincial Division) ("the Court");
* the sanction of the share scheme by the Court and registration of the
Order of Court sanctioning the share scheme by the Registrar of Companies;
and
* the receipt of such other regulatory approvals as may be required for the
implementation of the share scheme.
Share 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 share scheme.
Apart from the above conditions precedent, all other outstanding
conditions precedent relating to the share scheme have been fulfilled.
3. SALIENT DATES AND TIMES
2002
Court hearing to sanction the share scheme on Tuesday, 2 July
Last day to trade in BoE shares on the JSE Securities
Exchange South Africa (JSE) in order to be registered
by the record date to receive the share scheme
consideration on Wednesday, 3 July
Suspension of 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 registered
to receive the share scheme consideration by the close
of trade on the JSE on Wednesday, 10 July
Termination of the listing of BoE shares on the JSE at
the commencement of trade on the JSE on Thursday, 11 July
Operative date of the share scheme at the commencement
of trade on the JSE on Thursday, 11 July
Share scheme consideration posted to share scheme
participants who have not dematerialised their scheme
shares (if documents of title are received on or prior
to the record date) from Thursday, 11 July
Or, failing receipt of documents of title on or before
the record date, within five business days of receipt
thereof by the transfer secretaries Share scheme
consideration transferred to the Central Security
Depository Participant ("CSDP") or broker, as the
case may be, of share scheme participants who have
dematerialised their scheme shares from Thursday, 11 July
The announcement dated Monday, 3 June 2002 and the documents posted on
Saturday, 1 June 2002 in respect of the share scheme indicated that the
Nedcor consideration shares on the JSE will be listed at the commencement of
trade on the JSE on Thursday, 11 July 2002. The date for listing of the
Nedcor consideration shares has been changed to Thursday, 4 July 2002, as
indicated above.
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 BoE DOCUMENTS OF TITLE AND SETTLEMENT OF THE SHARE SCHEME
CONSIDERATION
Share scheme participants whose scheme shares have been dematerialised
need not take any action as the collection and distribution of the share
scheme consideration should be handled by their CSDP or broker in terms of
the custody agreement entered into between the share scheme participant and
the CSDP or broker, as the case may be.
Share scheme participants who have not yet dematerialised their BoE
shares must return the completed form of surrender (yellow) included in the
circular posted to BoE shareholders on Saturday, 1 June 2002 together with
the relevant documents of title (in negotiable form), at their own risk, to
be received by the transfer secretaries, Computershare Investor Services
Limited, care of Georgeson Shareholder Communications SA (Pty) Limited
("Georgeson Shareholder"), The SMG Building, 108 Johan Avenue, Sandton (PO
Box 652000, Benmore, 2010) in order to receive the share scheme
consideration. Subject to the Exchange Control Regulations of the SARB, the
share scheme consideration will be posted by registered post to such share
scheme participants, at their risk, to their addresses as reflected in the
register of shareholders of BoE. If the form of surrender (yellow) together
with the relevant documents of title (in negotiable form) have been
delivered to the transfer secretaries by the record date, then the share
scheme consideration will be posted within five business days of the
operative date of the share scheme, failing which, within five business days
of receipt thereof by the transfer secretaries.
The share scheme consideration will not be sent to share scheme
participants who have not yet dematerialised their scheme shares unless and
until documents of title in respect of the relevant BoE shares have been
surrendered to the transfer secretaries as set out above.
A further form of surrender will be included in a circular to be posted
to BoE shareholders on the operative date of the share scheme.
BoE shareholders are referred to the terms of the share scheme as set out
in the circular dated 1 June 2002 sent to shareholders 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 SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE
CONTENT TO WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY
GEORGESON SHAREHOLDER ON 0800 202 361.
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 share 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
Auditors and reporting accountants to
BoE and joint auditors to Nedcor
Deloitte & Touche
Joint auditors to Nedcor
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Information agent
Georgeson Shareholder Communications SA (Pty) Ltd
Postal Address: PO Box 652000, Benmore, 2010
Physical Address: 108 Johan Avenue, Sandton
Registration number 2000/003204/07
Transfer secretaries
Computershare Investor Services Limited
(Registration number 1958/003546/06)
Date: 24/06/2002 01:28:52 PM Produced by the SENS Department
