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Nedcor/NIB - Results of scheme meeting
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 in South Africa: NIB
Share Code in Namibia: NIH
ISIN: ZAE000019030
("NIB")
Results of scheme meeting
1. Introduction
NIB shareholders are advised that at the scheme meeting held at 10:00 on
Monday, 30 September 2002, a majority of 95,0% of NIB shareholders other than
Nedcor ("scheme members") present in person or represented by proxy (which is in
excess of the requisite 75% majority) approved, without modification, the scheme
of arrangement ("the scheme") in terms of section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended ("the Act"), proposed by Nedcor between NIB and its
shareholders, other than Nedcor, in terms of which Nedcor will acquire the
entire issued share capital of NIB.
In terms of the scheme, shareholders of NIB will receive, subject to the
Exchange Control Regulations of the South African Reserve Bank and the
fulfilment of the outstanding conditions precedent set out below, 3,33333 Nedcor
shares for every 100 NIB shares, equating to a ratio of 30 NIB shares per Nedcor
share.
2. Outstanding conditions precedent
The implementation of the scheme is conditional upon the fulfilment of the
following outstanding conditions precedent:
* 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.
The court hearing to sanction the scheme will be at 10:00 or so soon
thereafter as counsel may be heard on Tuesday, 8 October 2002. Scheme members
are entitled to attend at the Court in person, or to be represented by counsel,
and to be heard concerning any objections they may have in respect of the
sanctioning of the scheme.
3. Further announcement
A further announcement will be made once the Court has sanctioned the scheme.
NIB SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE CONTENT TO
WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY GEORGESON
SHAREHOLDER ON 0800 202 362.
Johannesburg
30 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: 30/09/2002 02:16:00 PM Produced by the JSE SENS Department
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