| Tue 30 Jul 2002, 0:00 | | Nedcor Limited - Odd-lot Offer Finalisation Data, |
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NEDCOR LIMITED - ODD-LOT OFFER FINALISATION DATA, OFFER PRICE AND GENERAL
MEETING
NEDCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED ISIN: ZAE000004875
("Nedcor")
Odd-lot Offer Finalisation Data, Offer Price and General Meeting
1. Introduction
At the time of the acquisition by Nedcor of the entire issued share capital of
BoE Limited ("BoE transaction") Nedcor indicated that it would propose an odd-
lot offer to shareholders of Nedcor, including those BoE shareholders who
received Nedcor shares pursuant to the BoE transaction ("odd-lot offer"). The
odd-lot offer has been made to Nedcor shareholders holding less than 25 Nedcor
shares at the close of business on Friday, 23 August 2002 ("odd-lot holders").
2. Offer price
The odd-lot offer will be implemented at an offer price of R114,49 per Nedcor
share ("offer price"), which is the weighted average traded price of Nedcor
shares on the JSE Securities Exchange South Africa over the five trading days
ended Monday, 29 July 2002.
3. Mechanics
3.1 The odd-lot offer will be implemented on the basis that odd-lot holders
may elect to:
* sell their odd-lot holdings ("cash alternative");
* acquire additional Nedcor shares to increase their holding to 25 Nedcor shares
("purchase alternative"); or
* retain their existing shareholdings.
Shareholders should note that, unless they inform Nedcor`s transfer secretaries
(in the case of a certificated shareholder) or their Central Securities
Depository Participant ("CSDP") or broker (in the case of a dematerialised
shareholder) of their election, their odd-lot holdings will be sold and the net
proceeds paid to them.
3.2 The Nedcor shares of those odd-lot holders who do not make an election or
who do not instruct their CSDP or broker as to which election they wish to make
or who elect the cash alternative or who instruct their CSDP or broker that they
wish to elect the cash alternative, will be sold in the first instance to those
odd-lot holders who elect the purchase alternative and any surplus shares will
be purchased, at the offer price, by Nedlend Limited, a wholly-owned subsidiary
of Nedcor.
3.3 To the extent that the Nedcor shares acquired are insufficient to meet the
aggregate requirement of those odd-lot holders who elect the purchase
alternative, Nedcor will issue new shares to the odd-lot holders in question at
the offer price. The issue of shares will be in terms of the general authority
to issue shares for cash approved by shareholders at the Nedcor general meeting
held on 24 April 2002.
3.4 Nedcor shareholders who have any questions regarding the odd-lot offer
should call the information agent, Georgeson Shareholder Communications SA (Pty)
Limited, on the toll-free helpline on 0800 202 362 or
+27 11 775 3448 if calling from outside South Africa.
4. Salient dates and times
2002
Odd-lot offer opened at 09:30 on Thursday, 11 July
Offer price determined on Monday, 29 July
Forms of proxy for the general meeting of
shareholders to be received by 15:00 on Thursday, 8 August
General meeting of shareholders held at 15:00 on Monday, 12 August
Results announcement published on SENS
and in the press on Tuesday, 13 August
Last day to trade in order to participate
in the odd-lot offer on Friday, 16 August
Forms of election and surrender for the odd-lot
offer to be received by 16:30 on Wednesday, 21 August
Election date Wednesday, 21 August
Record date to determine those shareholders
entitled to participate in the odd-lot offer and
closing date for the offer at the close of business on Friday, 23 August
Implementation of the odd-lot offer takes effect
after close of business on Friday, 23 August
In respect of certificated shareholders electing
the purchase alternative, new share certificates mailed
against receipt of payment, from Monday, 26 August
Dematerialised shareholders will have their safe
custody accounts held at their CSDP updated
with their new holding and debited/credited with
the cash amount, as the case may be, on Monday, 26 August
Cheques in respect of the sale by certificated
odd-lot holders of odd-lot holdings mailed from Monday, 26 August
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the press and on SENS.
2. Share certificates may not be dematerialised or rematerialised between 19
August 2002 and 23 August 2002, both days inclusive.
5. Documentation
A general meeting of Nedcor shareholders will be held at 15:00 on Monday, 12
August 2002 in the Auditorium, Retail Place West, Nedcor Sandton, 135 Rivonia
Road, Sandown, for the purposes of considering and, if deemed fit, passing, with
or without modification, the special and ordinary resolutions required to
proceed with the odd-lot offer and to effect an increase in Nedcor`s authorised
share capital and amendments to the articles of association and employee
incentive scheme.
A circular setting out details of:
* the odd-lot offer;
* an increase in Nedcor`s authorised share capital;
* amendments to Nedcor`s articles of association to amend the restrictions on
the election of deputy chairmen or vice chairmen and permitting a subsidiary of
Nedcor, other than a registered bank, to acquire shares in it; and
* amendments to the Nedcor Group (1994) Employee Incentive Scheme,
and incorporating a notice of general meeting and forms of proxy, surrender and
election was posted to shareholders on Thursday, 11 July 2002.
Johannesburg
30 July 2002
Investment bank and joint sponsor
Nedcor Investment Bank
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Lead sponsor for this transaction
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Information agent
Georgeson Shareholder Communications SA (Pty) Ltd
Date: 30/07/2002 03:20:21 PM Produced by the JSE SENS Department
