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Nampak/Malbak - Sanction Of The Scheme Of Arrangement
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")
SANCTION OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders of Nampak and Malbak are advised that 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 sanctioned by the High Court of South
Africa (Witwatersrand Local Division) on Wednesday, 14 August 2002.
The Order of Court sanctioning the Scheme will be lodged with the Registrar of
Companies for registration and is expected to be registered on or about
Thursday, 15 August 2002.
2. CONDITIONS PRECEDENT
Upon registration of the Order of Court sanctioning the Scheme, all conditions
precedent relating to the Scheme will have been fulfilled.
3. SALIENT DATES
The last day to trade in Malbak shares on the JSE Securities Exchange South
Africa ("the JSE") in order to be recorded in the register of Malbak on the
Scheme record date to receive the Scheme consideration is Friday, 16 August
2002.
The Committee of 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 last date for the receipt
of the mix and match elections by the transfer secretaries of Malbak is by 16:00
on Wednesday, 21 August 2002 and the Scheme will become operative on Monday, 26
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.
A further announcement will be published in the press on Monday, 26 August 2002
detailing the results of the mix and match election.
Malbak shareholders are referred to the terms of the Scheme as set out in the
circular dated 11 July 2002 sent to Malbak shareholders, copies of which are
available at the registered offices of Malbak (4 Pybus Road, Wierda Valley,
Sandton) during normal business hours.
Johannesburg
14 August 2002
Financial adviser to Nampak
UBS Warburg Corporate Finance (South Africa)(Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
Sponsor to Nampak
UBS Warburg Securities (South Africa)(Pty) Ltd
A financial services 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 Limited
CORPORATE FINANCE
Legal adviser to Malbak
CLIFFE DEKKER
Legal adviser to SGHambros South Africa
TABACKS
Date: 14/08/2002 04:47:33 PM Produced by the JSE SENS Department
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