| Fri 6 Sep 2002, 0:00 | | Nedcor/nib - Scheme Of Arrangement - Salient Dates |
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Nedcor/nib - Scheme Of Arrangement - Salient Dates Release Date: 06/09/2002 13:34:18Code(s): NED NIB © 2002 SharenetClick CODE for more details on the companyNedcor/NIB - Scheme of Arrangement - Salient Dates
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED ISIN: ZAE000004875
("Nedcor")
Nedcor Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1963/003972/06)
Share Code on the JSE: NIB
Share code on the NSX: NIH
ISIN: ZAE000019030
("NIB")
Scheme of Arrangement - Salient Dates
1. Introduction
Shareholders of Nedcor and NIB are referred to an announcement dated
Tuesday, 13 August 2002 regarding a proposed scheme of arrangement (the
"scheme") in terms of section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Act") to be proposed by Nedcor between NIB and
its shareholders other than Nedcor.
Subject to the implementation of the scheme and in terms thereof, NIB
shareholders recorded in the register on the expected record date for
the scheme, Friday, 18 October 2002, will receive 3,03030 Nedcor shares
("consideration shares") for every 100 NIB shares, equating to 33 NIB
shares per Nedcor share.
This announcement serves to inform NIB shareholders of the expected
salient dates and times of the scheme.
2. Conditions precedent
Shareholders of NIB are advised that the implementation of the scheme
remains conditional upon:
* the unconditional approval by the JSE Securities Exchange South
Africa ("the JSE") for the listing of the consideration shares on the
JSE;
* the approval of the scheme by a majority representing not less than
75% of the votes exercisable by NIB shareholders other than Nedcor
("scheme members") recorded in the register at the close of trade on the
JSE on Thursday, 26 September 2002, present and voting either in person
or by proxy at the scheme meeting;
* the High Court of South Africa (Transvaal Provincial Division) (the
"Court") sanctioning the scheme in terms of the Act; and
* a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Act.
3. Meeting to be held in regard to the scheme
In order to obtain the approval of scheme members for the scheme, a
meeting of scheme members ("the scheme meeting") will be held at 10:00
on Monday, 30 September 2002 in the Auditorium, Nedcor Sandton, 135
Rivonia Road, Sandown, Sandton 2196.
4. Listing of NIB on the JSE and the Namibian Stock Exchange ("the NSX")
Subject to implementation of the scheme, the JSE and the NSX have
agreed to:
* the listing of NIB on the JSE and the NSX being suspended with effect
from the commencement of trade on the JSE and the NSX on Monday, 14
October 2002; and
* the listing of NIB on the JSE and the NSX being terminated with
effect from the commencement of trade on the JSE and the NSX on Tuesday,
22 October 2002.
5. Salient dates and times
The expected dates and times of the scheme, which are subject to
change, are set out below. In the event of any change, an appropriate
announcement will be made.
2002
Last day to trade in NIB shares on the JSE
and the NSX in order to be eligible to vote
at the scheme meeting by the close of trade
on the JSE and the NSX on Wednesday, 18 September
Record date to be eligible to vote by close
of trade on the JSE and the NSX on Thursday, 26 September
Last day to lodge forms of proxy for the
scheme meeting, by 10:00 on Friday, 27 September
Scheme meeting held at 10:00 on Monday, 30 September
Announcement of the results
("finalisation announcement") of the scheme
meeting made on the Securities Exchange
News Service ("SENS") on or about Monday, 30 September
Court hearing to sanction the scheme expected
at 10:00 or as soon thereafter as Counsel
may be heard on Tuesday, 8 October
Expected last day to trade in NIB shares on
the JSE and the NSX in order to be recorded
in the register of members to participate
in the scheme on Friday, 11 October
Expected date for the suspension of NIB`s listings
on the JSE and the NSX, from the commencement
of trade on the JSE and the NSX on Monday, 14 October
Expected date for the listing of the consideration
shares on the JSE from the commencement of trade
on the JSE on Monday, 14 October
Expected record date of the scheme, by close
of trade on the JSE and the NSX on Friday, 18 October
Expected operative date of the scheme on Monday, 21 October
Expected date from which the consideration shares
will be posted to certificated scheme participants
and in respect of dematerialised shareholders,
Central Securities Depository Participant ("CSDP")
accounts credited with the consideration
shares on Monday, 21 October
Expected date for the termination of the listings
on the JSE and the NSX, from the commencement of
trade on the JSE and the NSX on Tuesday, 22 October
Notes:
1. Any variation of the above dates and times, approved as necessary by
the JSE, the NSX, the Securities Regulation Panel and/or the Court, will
be advised by notification on SENS and in the press.
2. Dematerialised scheme members recorded in the register on the record
date for voting must provide their CSDP or broker with their
instructions for attendance or voting at the scheme meeting in the
manner stipulated in the custody agreement governing the relationship
between such shareholders and the CSDP or broker. These instructions
must be provided to the CSDP or broker by the cut-off time and date
advised by the CSDP or broker for instructions of this nature.
3. Dematerialised scheme participants are not required to take any
further action once the finalisation announcement has been made. Their
consideration shares will be credited to their accounts in terms of the
custody agreement governing the relationship between such shareholders
and the CSDP.
4. No dematerialisation or rematerialisation of NIB share certificates
will take place after Friday, 11 October 2002.
5. Forms of proxy may also be handed to the Chairperson of the scheme
meeting no later than 10 (ten) minutes before the commencement of the
scheme meeting.
6. Posting of circulars in regard to the scheme and website address
A circular providing full details of the scheme and including, inter
alia, a notice of the scheme meeting will be posted to shareholders of
NIB on or about Tuesday, 10 September 2002.
Dedicated information and documentation relevant to NIB shareholders
will be available from Tuesday, 10 September 2002 at
www.georgesonshareholder.co.za.
Johannesburg
6 September 2002
Investment bank and joint sponsor to Nedcor and NIB
Nedcor Investment Bank
Corporate law advisers and consultants to Nedcor and NIB
Edward Nathan & Friedland
(Registration number 1999/026464/07)
Lead sponsor in respect of this transaction to Nedcor and NIB
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Securities Exchange South
Africa
Financial adviser to Nedcor
Ernst & Young
Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Independent financial adviser to NIB
Deutsche Securities
Member of the Deutsche Bank Group
(Registration number 1995/011798/07)
Joint auditors and reporting accountants to NIB and joint auditors to
Nedcor
KPMG
Deloitte & Touche Chartered Accountants (SA)
Date: 06/09/2002 01:32:00 PM Produced by the JSE SENS Department
Nedcor Investment Bank Holdings Limited - Order Of Court
NEDCOR INVESTMENT BANK HOLDINGS LIMITED - ORDER OF COURT
ORDER OF COURT
In the High Court of South Africa
(Transvaal Provincial Division) Case number 23756/2002
Pretoria,
Tuesday, 3 September 2002
BEFORE The Honourable Mr Justice Van Der Walt
In the ex parte application of:
NEDCOR INVESTMENT BANK HOLDINGS LIMITED Applicant
(Registration number 1963/003972/06)
HAVING HEARD Counsel for the Applicant, and having considered the application:
IT IS ORDERED:
1. that a meeting ("the scheme meeting") in terms of section 311(1) of the
Companies Act, (No. 61 of 1973), as amended ("the Act"), of the ordinary
shareholders of the Applicant, other than NEDCOR LIMITED ("NEDCOR"), registered
as such at the close of trade on the Johannesburg Securities Exchange South
Africa and the Namibian Stock Exchange on Thursday, 26 September 2002 ("the
scheme members"), be convened by the Chairperson referred to in paragraph 2 of
this Order ("the Chairperson") to be held in the Auditorium, Nedcor Sandton, 135
Rivonia Road, Sandton at 10h00 on Monday, 30 September 2002 for the purpose of
considering and, if deemed fit, approving with or without modification, the
scheme of arrangement ("the scheme"), proposed by NEDCOR between the Applicant
and its ordinary shareholders other than NEDCOR registered as such on the record
date of the scheme, which is expected to be the close of business on Friday, 18
October 2002, substantially in the form of the scheme of arrangement as set out
in Annexure E to the application in this matter;
2. that BRUCE ALAN CLEAVER, (or failing him, any other independent attorney or
advocate nominated for that purpose by FRIEDLAND HART INC, attorneys of
Pretoria) be and is hereby appointed as Chairperson of the scheme meeting with
authority to:
2.1 convene the scheme meeting;
2.2 appoint scrutineers for the scheme meeting or any adjournment thereof;
2.3 determine the validity and acceptability of forms of proxy submitted for
the scheme meeting or any adjournment thereof;
2.4 adjourn or reschedule the scheme meeting from time to time should he
consider that such adjournment or rescheduling is necessary;
2.5 determine the procedure to be followed at the scheme meeting and any
adjournment thereafter (including the procedure regarding proxy forms which have
been or may be submitted); and
2.6 accept the forms of proxy handed to the chairperson by not later than 10
(ten) minutes before the scheme meeting or any adjournment thereof is due to
commence,
3. that this Order of Court and a notice convening the scheme meeting
(substantially in the form of the notice as set out in Annexure E to the
application in this matter) shall be published by the Chairperson of the scheme
at least 14 (fourteen) days before the date of the scheme meeting once in each
of the Business Day, Die Beeld, and the Government Gazette and in Namibia, The
Namibian and Die Republikein. Each of the said notices shall state:
3.1 that the scheme meeting has been summoned in terms of this Order;
3.2 the time, date and place of the scheme meeting;
3.3 that the scheme meeting has been summoned for the purpose of considering,
and if deemed fit, of approving the scheme with or without modification;
3.4 that a copy of this Order, the terms of the scheme and the explanatory
statement in terms of section 312(1) of the Act and the documents referred to in
paragraph 4 of this Order may be inspected during business hours at any time
prior to the said meeting, at the corporate office of the Applicant, 1 Newtown
Avenue, Killarney, Johannesburg; and
3.5 that a copy of this Order, the terms of the scheme and the explanatory
statement required by section 312(1) of the Act and the documents referred to in
paragraph 4 of this Order may be obtained on request by any member of the
Applicant, free of charge, from the Applicant at the time and place mentioned in
3.4 of this Order;
4. that a copy of:
4.1 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court;
4.2 the explanatory statement in terms of section 312(1) of the Act
substantially in the form of the explanatory statement attached to the papers
before this Honourable Court;
4.3 the scheme substantially in the form of the scheme attached to the papers
before this Honourable Court;
4.4 the form of surrender substantially in the form of the form of surrender
attached to the papers before this Honourable Court;
4.5 the form of proxy substantially in the form of the form of proxy attached
to the papers before this Honourable Court;
4.6 the form of application for a cash entitlement substantially in the form of
the form of application for a cash entitlement attached to the papers before
this Honourable Court; and
4.7 this Order of Court,
be posted by the Applicant by prepaid registered mail at least 2 (two) weeks
before the date of the scheme meeting to members of the Applicant who are
ordinary shareholders of the Applicant and registered as such not more than 4
(four) business days before the date of such posting at their respective
addresses as recorded in the register of members of the Applicant on such date;
5. that a copy of the documents referred to in paragraph 4 shall lie for
inspection and copies may be obtained free of charge during normal business
hours for a period of 1 (one) week prior to the scheme meeting at the offices of
the Applicant at 1 Newtown Road, Killarney, Johannesburg, 2193;
6. that the Chairperson reports by way of affidavit the results of the scheme
meeting to the Court on Tuesday, 8 October 2002 at 10h00 or as soon thereafter
as Counsel may be heard;
7. that the report required by this Honourable Court from the Chairperson of
the scheme meeting shall comply, insofar as is applicable, with the requirements
of Part FE of the Practice Manual of this Honourable Court and shall give
details of:
7.1 the number of scheme members present in person at the scheme meeting and
the number of shares held by them;
7.2 the number of scheme members represented by proxy at the scheme meeting and
the number of shares held by them and, of those, the number represented by the
Chairperson;
7.3 any proxies in respect of the scheme meeting which have been disallowed and
the reasons therefore;
7.4 all resolutions passed at the scheme meeting, with particulars of the
members or votes cast in favour of and against each such resolution and of any
abstentions in respect thereof, indicating in each case how many votes were cast
by the Chairperson in respect of the proxies;
7.5 all rulings made and directions given by the Chairperson at the scheme
meeting;
7.6 any relevant documents or reports submitted or tabled at the scheme meeting
which relate to the scheme; and
7.7 the main points of any other proposal submitted to the scheme meeting;
8. that the Chairperson shall make available at the abovementioned offices of
the Applicant and at the Chairperson`s office, 10 Fricker Road, Illovo
Boulevard, Johannesburg, (and the notice of the scheme meeting which is
published and sent to the scheme members shall include a statement that it will
be so available), a copy of the Chairperson`s report to Court, free of charge,
to any shareholder of the Applicant on request, for at least 1 (one) week prior
to the date fixed by this Honourable Court for the Chairperson to report back to
it;
9. that any scheme member who holds certificated ordinary shares in the
Applicant or dematerialised ordinary shares in own name in the Applicant through
a Central Securities Depositary Participant ("CSDP") or broker and wishes to
vote by proxy, should tender as his proxy, the form of proxy referred to in
paragraph 4.5 of this Order of Court in accordance with the instructions therein
to the Applicant`s information agent, Georgeson Shareholder Communications SA
(Proprietary) Limited, The SMG Building, 108 Johan Avenue, Sandton, 2196 (P O
Box 652000, Benmore, 2010), or in the case of Namibian shareholders, to the
transfer secretaries, Transfer Secretaries (Proprietary) Limited, Shop No. 12,
Kaiser Krone Centre, Post Street Mall Windhoek, Namibia (P O Box 2401, Windhoek,
Namibia). In addition, the forms of proxy may be handed to the Chairperson up
to 10 minutes before the scheme meeting or any adjournment thereof is due to
commence.
10. that any scheme member who holds dematerialised ordinary shares in the
Applicant through a CSDP or broker and who wishes to vote at the scheme meeting,
should timeously inform their CSDP or broker of their intention to attend and
vote at the scheme meeting or be represented by proxy thereat in order for the
CSDP or broker to issue them with the necessary authorisation to do so or should
they not wish to attend the scheme meeting in person, timeously provide their
CSDP or broker with their voting instructions in order for the CSDP or broker to
vote in accordance with their instruction at the scheme meeting;
By Order of the Court
Registrar
FRIEDLAND HART INC
Applicant`s Attorneys
201 van der Stel Building
179 Pretorius Street
PRETORIA 0001
Tel: (012) 326 -3331
Fax: (012) 321 7402
DOCEX 41, PRETORIA
Refer Ms M Maaren
Date: 06/09/2002 02:40:05 PM Produced by the JSE SENS Department
Nedcor Investment Bank Holdings Limited - Notice Of Scheme Meeting
Nedcor Investment Bank Holdings Limited - Notice Of Scheme Meeting
Nedcor Investment Bank Holdings Limited
IF YOU HAVE ANY QUERIES REGARDING THE CONTENTS OF THIS NOTICE, PLEASE CALL
THE TOLL-FREE HELPLINE PROVIDED BY GEORGESON SHAREHOLDER
ON 0800 202 362
In the High Court of South Africa
(Transvaal Provincial Division) Case number 23756/2002
Before the Honourable Mr Justice van der Walt
In the ex parte application of:
Nedcor Investment Bank Holdings Limited Applicant
(Registration number 1963/003972/06)
("NIB" or "the Applicant")
NOTICE OF A SCHEME MEETING OF THE HOLDERS OTHER THAN NEDCOR LIMITED ("scheme
members"), OF THE ORDINARY SHARES OF ONE CENT EACH IN THE APPLICANT
Notice is given that under the authority of an Order of the High Court of
South Africa (Transvaal Provincial Division) issued in the above matter on
Tuesday, 3 September 2002, and pursuant thereto, a scheme meeting of the members
of NIB, other than Nedcor Limited ("Nedcor"), holding ordinary shares of one
cent each in the share capital of NIB at the close of trade on the JSE
Securities Exchange South Africa and the Namibian Stock Exchange on Thursday, 26
September 2002, be held on Monday, 30 September 2002, at 10:00 in the
Auditorium, Nedcor Sandton, 135 Rivonia Road, Sandton, under the chairmanship of
B A Cleaver, or failing him any other independent attorney or advocate nominated
for that purpose by Friedland Hart Inc, for the purpose of considering and, if
deemed fit, of approving, with or without modification, the scheme of
arrangement ("the scheme") proposed by Nedcor between NIB and its members, other
than Nedcor, which scheme will be submitted to such meeting, provided that the
scheme meeting will not be entitled to agree any modification to the said scheme
without the prior consent of NIB. The Chairperson`s office is situated at 10
Fricker Road, Illovo Boulevard, Johannesburg.
The basic characteristic of the scheme is that, subject to the fulfilment of
certain conditions precedent which are stated in paragraph 4.5 of the scheme,
all of the ordinary shares in NIB, other than those held by Nedcor, will be
acquired by Nedcor and the members of NIB (other than Nedcor) will receive
3.03030 Nedcor shares for every 100 NIB shares held by them on the record date
(which is expected to be on Friday, 18 October 2002).
Members of NIB (other than Nedcor) who hold ordinary shares in NIB and are
registered as such at the close of business on Thursday,
26 September 2002 or the date 2 (two) business days prior to any adjournment
meeting ("the scheme members"), will be entitled to attend and vote at the
scheme meeting.
Copies of the scheme and an explanatory statement in terms of section 312 of
the Companies Act, (No. 61 of 1973), as amended, explaining the scheme, and a
copy of the Order of Court convening the scheme meeting, the form of proxy and
the form of surrender, are included in a circular which has been sent to the NIB
shareholders and may be obtained on request from NIB at its registered office, 1
Newtown Avenue, Killarney 2193, or the office of the transfer secretaries,
Computershare Investor Services Limited, 7th Floor, 11 Diagonal Street,
Johannesburg 2001 (PO Box 1053, Johannesburg 2000) or, in the case of Namibian
shareholders, Transfer Secretaries (Proprietary) Limited,
Shop No. 12, Kaiser Krone Centre, Post Street Mall, Windhoek, Namibia (PO Box
2401, Windhoek, Namibia) during normal business hours from Thursday, 5 September
2002 to Monday, 30 September 2002.
If you are a dematerialised shareholder and not an own name dematerialised
shareholder, your Central Securities Depository Participant ("CSDP") or broker
is obliged to contact you to ascertain how you wish to cast your vote and
thereafter to vote in accordance with your instructions and, if you wish to
attend the scheme meeting you should contact your CSDP or broker, as the case
may be timeously and obtain your relevant letter of representation from them.
Each scheme member may attend, speak and vote in person or by representative
at the scheme meeting and may appoint any other person (who need not be a member
of NIB) as a proxy to attend, speak and vote in such member`s place.
The required form of proxy (blue) (for completion by certificated and own
name dematerialised scheme members) accompanies this notice and may be obtained
on request from the registered office of NIB and the office of the transfer
secretaries at the addresses given above.
Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and should be lodged at or posted to the
abovementioned transfer secretaries at the abovementioned addresses to be
received no later than 10:00 local time on Friday, 27 September 2002, or 24
(twenty-four) hours before any adjourned scheme meeting, but if not so lodged or
posted will still be valid if properly completed, signed and accompanied by
proof of appropriate authority and handed to the Chairperson of the scheme
meeting not later than 10 (ten) minutes before the scheme meeting is due to
commence (or recommence if adjourned).
Where there are joint holders of NIB shares, any one of such persons may vote
at the scheme meeting in respect of such shares as if he/she was solely entitled
thereto, but if more than one of such joint holders be present or represented at
the scheme meeting, then one of the said persons whose name stands first in the
register in respect of such shares or his/her proxy, as the case may be, shall
alone be entitled to vote in respect thereof, as if he/she were the sole holder
of such shares.
In terms of the Order of Court, the Chairperson of the scheme meeting will
report the results of the scheme meeting to the above Honourable Court on
Tuesday, 8 October 2002 at 10:00 or as soon thereafter as Counsel may be heard.
A copy of such report will be available on request (free of charge) to any NIB
member at the registered office referred to above during normal business hours
from Tuesday, 1 October 2002 until Tuesday, 8 October 2002, or in respect of any
adjourned scheme meeting, for at least 1 (one) week before the report back date
after the adjourned scheme meeting.
The scheme is subject to certain conditions precedent stated in the scheme,
one of such conditions being its sanction by the above Honourable Court.
B A CLEAVER
Chairperson of the scheme meeting
Registrar
Applicant`s Attorneys
Friedland Hart Inc
201 van der Stel Building
179 Pretorius Street
Pretoria 0001
Tel: (012) 326-3331
Fax: (012) 321-7402
Docex 41, Pretoria
Refer Ms M Maaren
Date: 06/09/2002 02:40:57 PM Produced by the JSE SENS Department
