| Tue 2 Jul 2002, 0:00 | | Nedcor Limited /boe Limited - Sanction Of The Shar |
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NEDCOR LIMITED /BOE LIMITED - SANCTION OF THE SHARE SCHEME
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: ZAE 000014890
("BoE")
SANCTION OF THE SHARE SCHEME AND CONVERTIBLE DEBENTURE SCHEME
1. INTRODUCTION
Further to the announcements dated Monday, 24 June 2002, BoE shareholders
and holders of BoE convertible debentures, issued in terms of The BoE Group
1998 Employee Incentive Scheme ("convertible debentures"), are advised that
both the schemes of arrangement ("the schemes") in terms of section 311 of
the Companies Act, 61 of 1973, as amended, proposed by Nedcor, between BoE
and its shareholders in terms of which Nedcor will acquire all the issued
BoE shares ("the share scheme") and between BoE and its convertible
debenture holders in terms of which Nedcor will acquire all the convertible
debentures ("the convertible debenture scheme"), were sanctioned by the High
Court of South Africa (Cape of Good Hope Provincial Division) ("the Court")
on Tuesday, 2 July 2002.
The Orders of Court sanctioning the schemes will be lodged with the
Registrar of Companies for registration and are expected to be registered
shortly.
2. OUTSTANDING CONDITIONS PRECEDENT AND IMPORTANT DATES
Apart from the registration of the Orders of Court sanctioning the
schemes, all conditions precedent relating to the schemes have been
fulfilled.
The last day to trade in BoE shares on the JSE Securities Exchange South
Africa ("JSE") in order to be registered by the share scheme record date to
receive the share scheme consideration is on Wednesday, 3 July 2002. The
share scheme record date on which BoE shareholders must be registered to
receive the share scheme consideration and the convertible debenture scheme
record date on which convertible debenture holders must have title to
convertible debentures to receive the convertible debenture scheme
consideration is by the close of trade on the JSE on Wednesday, 10 July
2002. The schemes should become operative at the commencement of trade on
the JSE on Thursday, 11 July 2002.
BoE shareholders and BoE convertible debenture holders are referred to the
terms of the schemes as set out in the respective circulars dated 1 June
2002 sent to BoE shareholders and BoE convertible debenture holders,
respectively, 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.
Should any salient dates and times be amended, any such change will be
published in the press and announced on SENS.
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. BoE CONVERTIBLE DEBENTURE HOLDERS WHO HAVE
QUERIES SHOULD CONSULT THEIR HUMAN RESOURCES DEPARTMENT.
Johannesburg
Cape Town
2 July 2002
Investment Bank and sponsor to Nedcor
Nedcor Investment Bank
Joint independent advisers to BoE*
UBS Warburg Corporate Finance
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 (PTY) LTD
(REGISTRATION NUMBER 1999/026464/07)
Lead Sponsor to BoE
UBS Warburg Securities
Legal advisers to BoE
Sonneberg Hoffmann Galombik
Lead Sponsor to Nedcor for the schemes
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
(Registration number. 1951/000847/06)
Auditors and reporting accountants to BoE and joint auditors to Nedcor
Deloitte & Touche
Joint auditors to Nedcor
KPMG
Sponsor to BoE
BoE Securities (Proprietary) Limited
(Member of the JSE Securities Exchange South Africa)
(Registration number 1996/012240/07)
Transfer secretaries
Computershare Investor Services Limited
(Registration number 1958/003546/06)
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
Date: 02/07/2002 04:55:17 PM Produced by the SENS Department
