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Nampak and Malbak merger - SARB approval and posting of Nampak circular
Nampak Limited Malbak Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
Share code NPK Share code MLB
ISIN code ZAE000004933 ISIN code ZAE000004487
(Registration number (Registration number
1968/008070/06) 1946/022234/06)
("Nampak") ("Malbak")
Nampak and Malbak merger - SARB approval and posting of Nampak
circular
Further to the joint announcement dated 19th June 2002 regarding
Competition Tribunal approval, shareholders of Nampak and Malbak are
advised that the South African Reserve Bank ("SARB") has approved
the merger of Nampak and Malbak (the "Transaction").
The implementation of the Transaction is still subject to the
fulfilment of the following conditions precedent:
- approval of the Transaction and the increase of Nampak`s
authorised share capital by the Nampak shareholders; and
- either the scheme of arrangement in terms of Section 311 of the
Companies Act, 1973, to be proposed by Nampak between Malbak and its
shareholders (the "Scheme") being agreed to by not less than 75% of
the votes exercisable by Malbak shareholders present and voting
either in person or by proxy at the Scheme meeting, the sanctioning
of the Scheme by the High Court of South Africa and the registration
of the Order of Court sanctioning the Scheme by the Registrar of
Companies; or, if the Scheme is not implemented, the substitute
offer in terms of Section 440 of the Companies Act, 1973 to be made
by Nampak, being accepted by Malbak shareholders holding not less
than 90% of the transaction shares.
The circular regarding the proposed merger will be posted to Nampak
shareholders on 8 July 2002 and the Scheme document will be posted
to Malbak shareholders on or about 11 July 2002.
Johannesburg
8 July 2002
Financial adviser to Nampak Financial adviser and
transactional sponsor to Malbak
UBS Warburg Corporate Finance SG Hambros South Africa
South Africa (Pty) Ltd
A financial services group of UBS
AG
(Registration number
1994/008363/07)
Sponsor to Nampak Sponsor to Malbak
UBS Warburg Securities South Rand Merchant Bank
Africa (Pty) Ltd
A financial services group of UBS Corporate Finance
AG
(Member of the JSE Securities A division of FirstRand Bank
Exchange South Africa) Limited
(Registration number
1995/011140/07)
Legal adviser to Nampak Legal adviser to Malbak
Bowman Gilfillan Cliffe Dekker
(Registration number (Registration number
1998/021409/21) 1998/018173/21)
Independent Reporting accountants Legal adviser to SG Hambros
Deloitte & Touche Taback
Date: 08/07/2002 08:50:00 AM Produced by the JSE SENS Department
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