| Fri 6 Sep 2002, 0:00 | | Nedcor/NIB - Scheme of Arrangement - Salient Dates |
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Nedcor/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
