| Wed 26 Jun 2002, 0:00 | | Nedcor: Terms Of The Claw-back Offer |
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Nedcor: Terms of the Claw-back Offer
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
JSE share code: NED ISIN: ZAE000004875
("Nedcor" or "the Company")
Terms of the Claw-back Offer
1. Introduction
Shareholders of Nedcor are referred to the announcement dated 19 June
2002, setting out the intention of the board of directors of Nedcor to
implement a renounceable claw-back offer ("Claw-back Offer") to Nedcor
shareholders. Nedcor will raise R421 701 258 through the subscription by Old
Mutual (South Africa) Limited or any of its wholly-owned subsidiaries ("Old
Mutual") for 3 269 002 new ordinary shares in Nedcor ("New Ordinary
Shares"). Nedcor shareholders will then have the right to acquire their pro
rata portion of the New Ordinary Shares on the terms set out in paragraph 4
below.
2. Background
A claw-back offer effectively amounts to a fully underwritten `reverse`
rights offer in that the claw-back offer proceeds are paid to the Company by
one investor, in this case Old Mutual, against the allotment of new shares
in the Company. The claw-back offer then affords the Company`s shareholders
the opportunity to `claw-back` the shares thus allocated through an
entitlement in proportion to their existing shareholdings or to renounce
such right to a renouncee. Shares not acquired pursuant to the claw-back
offer remain with the investor, in this case Old Mutual.
The Claw-back Offer constitutes a part of the financing arrangements put
in place to enable Nedcor to acquire the entire issued share capital of BoE
Limited ("BoE"). Details of the acquisition of BoE by Nedcor by way of a
scheme of arrangement (the "BoE Scheme") in terms of section 311 of the
Companies Act, No 61 of 1973, as amended, proposed by Nedcor between BoE and
its shareholders are set out in a circular to Nedcor shareholders dated 10
June 2002.
3. Subscription by Old Mutual
Nedcor will raise R421 701 258, before expenses, through the subscription
by Old Mutual for the right to be allotted 3 269 002 New Ordinary Shares at
12 900 cents per share.
The application price of 12 900 cents per share ("the Subscription
Price") is the closing price of Nedcor shares, 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 BoE Scheme.
Shareholders are advised that the Subscription Price exceeds Nedcor`s
current share price of 11 880 cents (the closing price of Nedcor shares on
25 June 2002).
Old Mutual currently holds 130 560 916 Nedcor shares (excluding the New
Ordinary Shares), representing 52,88% of Nedcor`s issued share capital and
consequently, will be entitled to retain 1 733 822 of the New Ordinary
Shares.
4. Terms of the Claw-back Offer
In terms of the Claw-back Offer, Nedcor offers for subscription by way of
letters of allocation ("letters of allocation") to its shareholders recorded
in the register as such on Wednesday, 10 July 2002 (the "Record Date"), a
total of 3 269 002 New Ordinary Shares at an issue price of 12 900 cents per
share, payable in full on acceptance in the currency of South Africa in the
ratio of 1,32408 New Ordinary Shares for every 100 shares held on the Record
Date. BoE shareholders who, subject to the BoE Scheme becoming
unconditional, will receive Nedcor consideration shares pursuant to the BoE
Scheme, will not be recorded as shareholders of Nedcor on the Record Date
and will thus not participate in the Claw-back Offer.
A total of 3 269 002 New Ordinary Shares will therefore be allotted, of
which 1 733 822 shares will be credited to Old Mutual`s Central Securities
Depository Participant ("CSDP"). Once the Claw-back Offer has closed, Old
Mutual`s CSDP will be credited with the balance of the New Ordinary Shares
not applied for by the other Nedcor shareholders and their renouncees, and
the subscription price will be refunded to Old Mutual in respect of those
shares for which acceptances and payments are received from such
shareholders or their renouncees under the Claw-back Offer.
The New Ordinary Shares to be allotted in terms of the Claw-back Offer
will, upon allotment and issue, rank pari passu with the previously issued
ordinary shares of Nedcor.
5. Salient dates
The dates and time of the Claw-back Offer are as follows:
2002
Last day to trade in Nedcor shares to settle by the record date and
hence qualify to participate in the Claw-back Offer
(cum entitlement) on Wednesday, 3 July
Listing of letters of allocation on the JSE from the
commencement of trade on Thursday, 4 July
Nedcor shares commence trading ex-Claw-back Offer
participation on the JSE on Thursday, 4 July
Record date in order to be entitled as a shareholder to
participate in the Claw-back Offer on Wednesday, 10 July
Subscription by Old Mutual for New Ordinary Shares on Wednesday, 10 July
Claw-back Offer opens at the commencement of trade on
the JSE and circular and form of instruction in respect
of letters of allocation ("forms of instruction"),
where applicable, mailed to entitled shareholders on Thursday, 11 July
Last day for trading in letters of allocation on the JSE
in order to settle by Thursday, 8 August 2002 on Thursday, 1 August
Listing of New Ordinary Shares on the JSE from
commencement of trading on Friday, 2 August
Claw-back Offer closes and payment and forms of instruction
to be received by the transfer secretaries by
no later than 14:30 on Thursday, 8 August
Final date for acceptance of forms of instruction and
payment of the subscription price (see note below) on Thursday, 8 August
Entitlements in terms of the Claw-back Offer
available/posted and CSDP accounts credited with shares
and debited with payment on Monday, 12 August
Note:
Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the Claw-back Offer in the manner and
time stipulated in the agreement governing the relationship between the
shareholder and his or her CSDP or broker.
6. Conditions precedent
The Claw-back Offer is conditional upon:
* the Cape of Good Hope Provincial Division of the High Court sanctioning
the BoE Scheme, the Order of Court being registered by the Registrar of
Companies ("the Registrar") and the BoE Scheme becoming unconditional; and
* to the extent necessary, the registration by the Registrar of the Claw-
back Offer documentation.
An announcement will be published on SENS on or about Wednesday, 3 July
2002 if these conditions precedent are not fulfilled or if the time for
their fulfilment is to be extended.
7. Listings
Subject to the fulfilment of the conditions precedent set out in
paragraph 6 above, the JSE has granted listings for:
* the letters of allocation from the commencement of trade on the JSE on
Thursday, 4 July 2002 to the close of trade on the JSE on Thursday, 1 August
2002; and
* the New Ordinary Shares from the commencement of trade on Friday, 2 August
2002.
8. Documentation and further announcement
Subject to the fulfilment of the conditions precedent set out in
paragraph 6 above, the Claw-back Offer circular and the forms of instruction
in respect of the letters of allocation will be mailed to Nedcor
shareholders on Thursday, 11 July 2002. A further announcement will be made
on or about Monday, 12 August 2002, setting out the results of the Claw-back
Offer.
Johannesburg
26 June 2002
Investment bank and joint sponsor
Nedcor Investment Bank
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & consultants
(Registration number 1999/026464/07)
Joint sponsor
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
Subscriber to the Claw-back Offer
Old Mutual
Date: 26/06/2002 05:48:00 PM Produced by the SENS Department
