| Fri 27 Sep 2002, 13:46 | | Nedcor/nib - Scheme Of Arrangement - Increase In T |
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NEDCOR/NIB - SCHEME OF ARRANGEMENT - INCREASE IN THE OFFER CONSIDERATION
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
JSE Share Code: NED ISIN: ZAE000004875
("Nedcor")
Nedcor Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1963/003972/06)
JSE Share Code: NIB ISIN: ZAE000019030
("NIB")
Scheme of Arrangement - Increase in the Offer Consideration
1. Increase in the offer consideration
Shareholders of NIB are referred to announcements dated 13 August 2002 and 6
September 2002 and a circular mailed to shareholders on 10 September 2002
incorporating details of an offer ("the offer") by Nedcor to acquire the entire
issued share capital of NIB to be implemented by means of a scheme of
arrangement ("the scheme") in terms of section 311 of the Companies Act, (Act 61
of 1973), as amended. In terms of the offer, NIB minority shareholders were
offered 3.03030 Nedcor shares for every 100 NIB shares, equating to a ratio of
33 NIB shares per Nedcor share.
Shareholders are advised that the board of directors of Nedcor has resolved to
increase Nedcor`s offer by increasing the swap ratio to 3.33333 Nedcor shares
for every 100 NIB shares ("the revised consideration"), equating to a ratio of
30 NIB shares per Nedcor share.
2. Financial effects
The financial effects of the revised consideration on Nedcor shareholders are
not material.
The pro forma financial effects of the offer were set out in the announcement
dated 13 August 2002 and in the circular to shareholders dated 10 September
2002.
The pro forma financial effects of the revised consideration on NIB
shareholders have been prepared for illustrative purposes only, to provide
information about how the scheme might have affected the financial information
presented, and because of their nature, may not give a true reflection of the
financial position to a minority shareholder. In addition, they do not reflect
the synergy benefits that may arise from the scheme, if implemented, and the
acquisition by Nedcor of BoE Limited ("BoE").
The table below sets out the pro forma financial effects of the revised
consideration on headline earnings, net asset value and tangible net asset value
to a NIB shareholder.
Before the After the
scheme scheme Percentage
(cents per (pro forma change
share) cents per share) (%)
Headline earnings
(year ended 31 December 2001) 46,1(2) 57,3(3) 24,1
Headline earnings
(six months ended 30 June 2002) 27,0(4) 23,4(5) (13,3)
Net asset value at 30 June 2002
(unaudited) 206,5(6) 228,4(7) 10,6
Tangible net asset value at
30 June 2002 (unaudited) 206,5(8) 170,7(9) (17,3)
Notes:
1. The impact on a NIB shareholder`s headline earnings, net asset value and net
tangible asset value per share, takes into consideration the financial effects
of the BoE transaction (including the issue of Nedcor shares pursuant to the BoE
transaction) as set out below, which became effective from Thursday, 11 July
2002.
2. Headline earnings per share was calculated on the audited headline earnings
per NIB share for the year ended 31 December 2001 and a weighted average of 1
610,1 million NIB shares in issue throughout the year.
3. The "After scheme" headline earnings per share was calculated by multiplying
the "After scheme" Nedcor headline earnings per share of 1 715 cents by the swap
ratio of 3,33333 Nedcor shares for every 100 NIB shares.
The "After scheme" Nedcor headline earnings per share was calculated using a
weighted average of 267,0 million Nedcor shares in issue on the assumption that
the scheme becomes effective and headline earnings comprising of:
* Nedcor`s audited headline earnings for the year ended 31 December 2001;
* BOE`s audited headline earnings for the year ended 30 September 2001;
* the assumed cost of funding the BoE transaction; and
* the minority shareholders` interest in NIB`s audited headline earnings, as
included in the Nedcor results for the year ended
31 December 2001.
4. Interim headline earnings per share was calculated on the interim headline
earnings per NIB share for the six months ended 30 June 2002 and a weighted
average of 1 645,2 million NIB shares in issue throughout the period.
5. The "After scheme" interim headline earnings per share was calculated by
multiplying the "After scheme" Nedcor interim headline earnings per share of 702
cents by the swap ratio of 3.33333 Nedcor shares for every 100 NIB shares.
The "After scheme" Nedcor interim headline earnings per share was calculated
using a weighted average of 268,1 million Nedcor shares in issue on the
assumption that the scheme becomes effective and interim headline earnings
comprising of:
* Nedcor`s interim headline earnings for the six months ended 30 June 2002;
* BoE`s interim headline earnings for the six months ended 31 March 2002;
* the assumed cost of funding the BoE transaction for a six month period; and
* the minority shareholders` interest in NIB`s interim headline earnings, as
included in the Nedcor results for the six months ended 30 June 2002.
6. Net asset value per share was calculated on the net asset value per NIB share
at 30 June 2002 and 1 696,5 million shares in issue at 30 June 2002.
7. The "After scheme" net asset value per share was calculated by multiplying
the "After scheme" Nedcor net asset value per share of 6 853 cents by the swap
ratio of 3,33333 Nedcor shares for every 100 NIB shares.
The "After scheme" Nedcor net asset value per share was calculated using 269,6
million Nedcor shares in issue on the assumption that the scheme becomes
effective and the net asset value of Nedcor at 30 June 2002 adjusted to include
the consolidation of the net asset value of BoE at 31 March 2002; the minority
shareholders` interest in the net asset value of NIB at 30 June 2002; and any
goodwill and transaction costs arising from the acquisitions.
8. Net tangible asset value per share was calculated on the net asset value per
NIB share at 30 June 2002 less any goodwill and 1 696,5 million shares in issue
at 30 June 2002.
9. The "After scheme" net tangible asset value per share was calculated by
multiplying the "after acquisition" Nedcor net tangible asset value per share of
5 121 cents by the swap ratio of 3,33333 Nedcor shares for every 100 NIB shares.
The "After scheme" Nedcor net tangible asset value per share was calculated
using 269,6 million Nedcor shares in issue on the assumption that the scheme
becomes effective and the net asset value of Nedcor at 30 June 2002 adjusted to
include the consolidation of the net asset value of BoE at 31 March 2002; the
minority shareholders` interest in the net asset value of NIB at 30 June 2002;
any transaction costs; but excluding the aggregate goodwill amounts within
Nedcor and BoE and the goodwill arising as a consequence of the transactions.
10. The "After the scheme" column excludes the benefit of receiving the interim
cash dividend of 9 cents per share.
3. Scheme meeting
The notice convening a meeting of scheme members at 10:00 on Monday, 30
September 2002 in the Auditorium, Nedcor Sandton, 135 Rivonia Road, Sandton was
mailed to shareholders on 10 September 2002. Certificated shareholders are
reminded that forms of proxy should be returned to the information agent,
Georgeson Shareholder, The SMG Building, 108 Johan Avenue, Sandton 2196 by no
later than 10:00 on Friday, 27 September 2002. Forms of proxy may also be handed
to the chairperson of the scheme meeting no later than ten minutes before the
scheme meeting is due to commence.
On the basis of the revised consideration, the required majority of scheme
members have undertaken to accept the offer.
A further announcement setting out the results of the scheme meeting will be
published on Monday, 30 September 2002.
Johannesburg
27 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 (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Lead sponsor in respect of this transaction to Nedcor and NIB
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Independent financial adviser to NIB
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Financial adviser to Nedcor
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Date: 27/09/2002 08:05:00 AM Produced by the JSE SENS Department
