| Mon 5 Aug 2002, 0:00 | | Nampak/malbak - Results Of Scheme Meeting |
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NAMPAK/MALBAK - RESULTS OF SCHEME MEETING
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code: NPK
ISIN: ZAE 000004933
("Nampak")
Malbak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022234/06)
Share code: MLB
ISIN: ZAE 000004487
("Malbak")
RESULTS OF SCHEME MEETING
1. INTRODUCTION
Shareholders of Malbak are advised that, at the scheme meeting held on Monday, 5
August 2002, the scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, proposed by Nampak between Malbak and
its shareholders other than Kohler Packaging Limited ("the Scheme") was approved
by the requisite majority of Malbak shareholders.
2. CONDITIONS PRECEDENT
The implementation of the Scheme is still subject to the fulfilment of the
following conditions precedent:
- the sanctioning of the Scheme by the High Court of South Africa (Witwatersrand
Local Division) ("the Court"); and
- the registration of the Order of Court sanctioning the Scheme by the Registrar
of Companies.
A further announcement will be published in the press on Monday, 26 August 2002
detailing the results of the mix and match election and any remaining conditions
precedent that have not been fulfilled.
3. SALIENT DATES
Application will be made to the Court for sanctioning of the Scheme at 10:00 on
Tuesday, 13 August 2002 or as soon thereafter as Counsel may be heard.
Subject to the fulfilment of the remaining conditions precedent as detailed
above:
- the Committee of the JSE Securities Exchange South Africa ("the JSE") has
granted approval for the suspension of the listing of Malbak shares with effect
from the commencement of trade on Monday, 19 August 2002 and the termination of
the listing of Malbak shares with effect from the commencement of trade on
Tuesday, 27 August 2002;
- the Committee of the JSE has granted approval for the listing of the Nampak
consideration shares with effect from the commencement of trade on Monday, 19
August 2002;
- the Scheme will become operative on Monday, 26 August 2002 ("the Operative
Date"); and
- the consideration of 26.92 Nampak shares, credited as fully paid up, and
R60.00 in cash for every 100 Malbak shares held ("the Scheme Consideration")
will be paid to all Malbak shareholders registered as such at the close of
business on Friday, 23 August 2002 ("the Scheme Participants"), as set out
below. Malbak shareholders will be entitled (subject to availability), in terms
of the mix and match election, to vary the proportions in which they receive
Nampak shares forming part of the Scheme Consideration. The Nampak share price
for the purposes of the mix and match election is R13.44, being the volume
weighted average closing price of a Nampak share on the JSE for the period
11 July 2002 to 2 August 2002. The last date for the receipt of the mix and
match elections is by 16:00 on Wednesday, 21 August 2002.
4. SURRENDER OF DOCUMENTS OF TITLE AND SETTLEMENT OF SCHEME CONSIDERATION
In order to receive the Scheme Consideration, certificated Scheme Participants
are required to surrender their share certificates or other documents of title
in respect of Malbak shares ("documents of title"), as soon as possible, to
Malbak`s transfer secretaries, Computershare Investor Services Limited, 7th
Floor, 11 Diagonal Street, Johannesburg (PO Box 1053, Johannesburg, 2000) ("the
Transfer Secretaries"). A form of surrender for this purpose was included in
the circular sent to Malbak shareholders on Thursday, 11 July 2002. To further
assist certificated Scheme Participants, a circular containing a form of
surrender will be sent on or about the Operative Date.
Certificated Scheme Participants will, depending on the instructions provided by
them to the Transfer Secretaries, have the Scheme Consideration posted to them,
at the risk of the Scheme Participants concerned, or be entitled to collect the
Scheme Consideration on the Operative Date or within five business days of
receipt of their documents of title by the Transfer Secretaries, whichever is
the later.
Dematerialised Scheme Participants will have their Malbak shares transferred and
the Scheme Consideration credited to them in terms of the custody agreement
entered into between the dematerialised Scheme Participants and their Central
Securities Depository Participants or stockbrokers.
No dematerialisation or rematerialisation of Malbak shares will take place after
Friday, 16 August 2002.
Johannesburg
5 August 2002
Financial adviser to Nampak
UBS Warburg
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
A financial service group of UBS AG
(Registration number 1994/008363/07)
Sponsor to Nampak
UBS Warburg
UBS Warburg Securities (South africa) (Pty) Ltd
A financial service group of UBS AG
(Member of the JSE Securities Exchange South Africa)
(Registration number 1995/011140/07)
Legal adviser to Nampak
BOWMAN GILFILLAN INC.
Reg. no. 1998/021409/21
Independent reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Financial adviser and transactional sponsor to Malbak
SG HAMBROS SOUTH AFRICA
Sponsor to Malbak
RAND MERCHANT BANK
A division of FirstRand Bank Limited
CORPORATE FINANCE
Legal adviser to Malbak
CLIFFE DEKKER
Legal adviser to SGHambros South Africa
TABACKS
Date: 05/08/2002 04:20:00 PM Produced by the JSE SENS Department
