| Fri 23 Aug 2002, 0:00 | | Nampak Limited / Malbak Limited - Results Of Mix A |
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NAMPAK LIMITED / MALBAK LIMITED - RESULTS OF MIX AND MATCH ELECTION
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 MIX AND MATCH ELECTION
1. INTRODUCTION
Shareholders of Malbak are advised that the mix and match election in
relation to 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") has closed.
In terms of the Scheme, Malbak shareholders recorded in the register on
Friday, 23 August 2002, (the "Record Date") ("Scheme Participants") are
entitled to receive 26.92 Nampak shares, credited as fully paid up, and
R60.00 in cash for every 100 Malbak shares held on the Record Date (the
"Scheme Consideration").
In terms of the mix and match election, Malbak shareholders were entitled to
elect either to:
- increase the number of Nampak shares forming part of the Scheme
Consideration by electing to receive the entire cash portion of the Scheme
Consideration in additional Nampak shares; or
- increase the cash portion of the Scheme Consideration by electing to
receive the entire number of Nampak shares forming part of the Scheme
Consideration in the form of an additional sum in cash.
However, mix and match elections would be given only to the extent that
Nampak shares or cash are available to satisfy such elections as a result of
off-setting elections by other Malbak shareholders.
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 Securities Exchange South Africa ("JSE") for the period 11 July 2002
to 2 August 2002.
2. RESULTS OF MIX AND MATCH ELECTION
Valid elections for additional Nampak shares under the mix and match
election have been received in respect of 3 805 357 Malbak shares and valid
elections for additional cash have been received in respect of 376 023 501
Malbak shares.
Valid elections under the mix and match election for additional Nampak
shares will be satisfied in full. Malbak shareholders who have made such an
election will therefore be entitled to receive 31.38428 Nampak shares,
credited as fully paid up, for every 100 Malbak shares held on the Record
Date.
Valid elections under the mix and match election for additional cash have
been allocated on a pro rata basis to the extent that there was cash
available to satisfy such elections. Malbak shareholders who have made such
an election will therefore be entitled to receive 26.87482 Nampak shares,
credited as fully paid up, and R60.60720 in cash for every 100 Malbak shares
held on the Record Date.
3. SALIENT DATES AND STOCK EXCHANGE LISTING
The Scheme will become operative on Monday, 26 August 2002 (the "Operative
Date") and the listing of Malbak shares on the JSE will be terminated with
effect from the commencement of trade on Tuesday, 27 August 2002.
4. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE
The Scheme Consideration will be sent (or available for collection depending
on the election made by shareholders) to certificated Scheme Participants
who have already surrendered their documents of title on or by Friday, 23
August 2002, or within five business days of the receipt of the documents of
title by the transfer secretaries of Malbak, Computershare Investor Services
Limited, 7th Floor, 11 Diagonal Street, Johannesburg (PO Box 1053,
Johannesburg, 2000) (the "Transfer Secretaries").
Dematerialised Scheme Participants will have their Malbak holdings
transferred and the Scheme Consideration credited to them in terms of the
custody agreement entered into between the dematerialised Scheme
Participants and their Central Security Depository Participants or
stockbrokers on Monday, 26 August 2002 and therefore need not take any
further action.
Scheme Participants who have not already done so should surrender their
documents of title as soon as possible to the Transfer Secretaries.
The Scheme Consideration will not be sent to or made available for
collection by Scheme Participants unless and until documents of title in
respect of the relevant Malbak shares have been surrendered to the Transfer
Secretaries.
A form of surrender for documents of title was attached to the circular
dated Thursday, 11 July 2002 sent to Malbak shareholders, copies of which
are available at the registered offices of Malbak (4 Pybus Road, Wierda
Valley, Sandton) or the Transfer Secretaries during normal business hours.
To further assist Scheme Participants, a circular containing an additional
form of surrender will be sent on or about the Operative Date.
Johannesburg
23 August 2002
Financial adviser to Nampak
UBS Warburg
UBSWarburg Corporate Finance (South Africa) (Pty)Ltd
A financial services group of UBSAG
(Registration number 1994/008363/07)
Financial adviser and
transactional sponsor to Malbak
SGHAMBROS SOUTH AFRICA
Sponsor to Nampak
UBSWarburg
UBSWarburg Securities (South Africa) (Pty)Ltd
A financial services group of UBSAG
(Member of the JSESecurities Exchange South Africa)
(Registration number 1995/011140/07)
Sponsor to Malbak
RAND MERCHANT BANK
A division of FirstRand Limited
CORPORATE FINANCE
Legal adviser to Nampak
BOWMAN
GILFILLAN
BOWMAN GILFILLAN INC.
Reg. no. 1998/021409/21
Legal adviser to Malbak
CLIFFE DEKKER
Independent reporting accountants
Deloitte &Touche
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditor
Legal adviser to SGHambros South Africa
TABACKS
Date: 23/08/2002 05:15:18 PM Produced by the JSE SENS Department
