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Nedcor/NIB - Sanction of the scheme of arrangement
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")
Sanction of the scheme of arrangement
1. Introduction
Further to the announcement dated 30 September 2002, NIB shareholders are
advised that 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, was sanctioned by
the High Court of South Africa (Transvaal Provincial Division) on Tuesday, 8
October 2002.
The Order of Court sanctioning the scheme has been lodged with the Registrar
of Companies ("the Registrar") for registration, which is expected to occur
shortly.
2. Outstanding conditions precedent and important dates
Apart from the registration by the Registrar of the Order of Court
sanctioning the scheme, all conditions precedent to the implementation of the
scheme have been fulfilled.
The last day to trade in NIB shares on the JSE Securities Exchange South
Africa ("the JSE") and the Namibian Stock Exchange ("the NSX") in order to be
registered by the record date for the scheme to receive the scheme consideration
of 3,33333 Nedcor shares for every 100 NIB shares ("scheme consideration") is on
Friday, 11 October 2002. The record date on which NIB shareholders must be
registered to receive the scheme consideration is by the close of trade on the
JSE and the NSX on Friday, 18 October 2002. The scheme will become operative on
Monday, 21 October 2002. NIB`s listings on the JSE and the NSX will be suspended
with effect from the commencement of trade on the JSE and the NSX on Monday, 14
October 2002 and terminated with effect from the commencement of trade on the
JSE and the NSX on Tuesday, 22 October 2002. Any change to the above dates and
times will be published on SENS and in the press.
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
8 October 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 advisor to Nedcor
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Date: 08/10/2002 04:25:00 PM Produced by the JSE SENS Department
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