| Wed 27 Nov 2002, 14:22 | | NEDBANK LIMITED - ANNOUNCEMENT |
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NEDBANK LIMITED - ANNOUNCEMENT
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000009/06)
(formerly Nedcor Bank Limited)
("Nedbank" or "the company")
ABRIDGED PRE-LISTING STATEMENT, OFFER FOR SUBSCRIPTION OF 100 000 000 NON-
REDEEMABLE NON-CUMULATIVE PREFERENCE SHARES ("the offer for subscription")
The JSE Securities Exchange South Africa ("JSE") has granted approval,
subject to the condition referred to in paragraph 5.3 below, for the listing of
200 000 000 preference shares in the Specialist Securities - "Preference Shares"
sector of the JSE lists under the abbreviated name "Nedbank-P" with effect from
the commencement of trading on Thursday, 9 January 2002.
1. INTRODUCTION AND HISTORY
The Registrar of Banks has indicated that banks will be required to hold a
minimum level of statutory primary capital. Nedbank believes that it is
opportune to increase its primary capital through the issue of non-redeemable
non-cumulative preference shares of a par value of R0,0001 each ("the preference
shares"). In addition, the preference shares represent an attractive alternative
investment opportunity for the greater investment community.
2. INFORMATION RELATING TO NEDBANK
Nedbank, a wholly owned subsidiary of Nedcor Limited ("Nedcor"), was
incorporated in South Africa in 1951. Nedbank is the main operating subsidiary
of Nedcor and is a registered bank. Nedcor is listed on the JSE, in the
Financials - "Banks" sector. The Nedcor group structure is illustrated below
(legal entities are shaded):
(see Press for graph)
Nedbank provides banking services to the retail, commercial, corporate and
international markets. Its 70%-held subsidiary, Peoples Bank Limited, services
the low-to-middle income retail market. Its 50,1%-owned subsidiary, Imperial
Bank Limited specialises in automotive and aviation loans.
On 28 October 2002 Nedcor made various announcements on the Securities
Exchange News Service of the JSE ("SENS") relating to the restructuring of the
Nedcor Group and future branding, subject to certain regulatory approvals. It
was announced that Nedcor will incorporate BoE Private Bank, Syfrets Wealth
Management, Syfrets Trust, BoE Personal Stockbrokers and the private client
asset management component of Franklin Templeton NIB Investments into a 50/50
joint venture with Old Mutual. Old Mutual will acquire 100% of BoE`s Edge multi-
manager, NIBi Multi-Manager and BoE Investment Administrators. BoE Life
Assurance will be placed in another 50/50 joint venture with Old Mutual. A
controlling stake in BoE Asset Management will be sold to AKA Capital, a black
empowerment private equity and investment group.
Subject to approval of the Minister of Finance, in terms of section 54 of the
Banks Act, the Nedcor Group will hand back four domestic banking licences. The
licences that will be retained are those of Nedbank, Peoples Bank Limited,
Imperial Bank Limited and Gerrard Private Bank Limited. Relevant business units
and banking operations of BoE Limited, Nedcor Investment Bank Holdings Limited
and Cape of Good Hope Bank Limited will be transferred to Nedbank. The effect of
this rationalisation of the Nedcor Group is that the lion`s share of Nedcor`s
operations will be housed in Nedbank.
3. DIRECTORS
The full names, ages, qualifications, nationalities (if not South African)
and addresses of the directors are set out below:
Full names Age Qualifications Address
Christo Ferro Liebenberg 68 CAIB(SA), FIBSA, AMP Nedcor Sandton
(Harvard), DCom(hc) 135 Rivonia Road
Sandown 2196
Peter Gowar Joubert 69 BA, DPWM, AMP Isle of Houghton
(Harvard) Lower Ground Floor
Harrow Court 1
Boundary Road
Houghton 2198
Prof Michael Mervyn Katz 58 BCom, LLB, LLM, Edward Nathan &
LLD(hc) Friedland
4th Floor
The Forum
2 Maude Street
Sandown 2196
Richard Charles 51 BCom (Hons), AMP Nedcor Sandton
Montague Laubscher (Harvard), FIBSA 135 Rivonia Road
Sandown 2196
Christopher John 62 Dip luris, MA 4 Gardenia Lane
Watkins Ball Constantia
Dr Izak Johannes Botha 53 DCom Nedcor Sandton
135 Rivonia Road
Sandown 2196
Thomas Andrew Boardman 52 BCom, CA(SA) Clock Tower Precinct
V&A Waterfront
Cape Town 8001
Warren Alexander 65 OMSG, CA(SA), Barlow Park
Morten Clewlow DEcon (hc) Katherine Street
Sandton 2199
Richard Gray Cottrell 66 CA(SA), FCA, 23A North Road
SEP (Stanford) Dunkeld West
Johannesburg 2196
Barry Erskin Davison 57 BA (Law and Economics) 28 Harrison Street
Johannesburg 2001
Nicholas Dennis 55 BCom (Hons) 85 Bute Lane
(British) Sandton
2146
Barry Stuart Hore 42 BCom, AMP (Harvard) 105 West Street
Sandown 2196
Prof Brian de Lacy Figaji 58 BSc (Engineering), 118 Upper
Dip Tertiary Ed, Med Kenridge Avenue
Durbanville 7550
Michael John Levett 63 DEcon Sc(hc), BCom Lansdowne House
FFA, FIA 57 Berkeley Square
London W1J 6ER
Johannes Bhekumuzi Magwaza 60 BA, MA (Warwick UK) Amanzimnyama Hill
Tongaat
4400
Mafika Edmund Mkwanazi 48 BSc (Maths), BSc 49th Floor
(Electrical Engineering) Carlton Centre
150 Commissioner
Street
Johannesburg
Stuart Grant Morris 56 BCom, CA(SA) Nedcor Sandton
135 Rivonia Road
Sandown 2196
Derek Geoffrey Sidney Muller 50 BCom, CA(SA), Nedcor Sandton
AMP (Harvard) 135 Rivonia Road
Sandown 2196
Maduke Lot Ndlovu 51 Dip LR (Unisa), MAP 100 Main Street
(Wits), EDP Johannesburg
(North Western USA) 2001
Phuthuma Freedom Nhleko 42 BSc, MBA 3 Alice Lane
Sandton 2196
Thembalihle Hixonia Nyasulu 48 BA, EDP 8 Queen Mary Avenue
Umbilo 4001
Julian Victor Frow Roberts 45 BA Hons (Stirling), FCA 3rd Floor
(British) Lansdowne House
57 Berkeley Square
London W1J 6ER
Anthony Adrian Routledge 54 BCom, CA(SA) Nedcor Sandton
135 Rivonia Road
Sandown 2196
Cedric Michael Langton Savage 63 BSc, MBA, ISMP Amanzimnyama Hill
Tongaat 4400
James Harry Sutcliffe 46 BSc 3rd Floor
(British) Lansdowne House
57 Berkeley Square
London W1J 6ER
4. SHARE CAPITAL OF NEDBANK
4.1 Authorised and issued share capital
The authorised and issued share capital of Nedbank before and after the
offer for subscription, assuming that all the preference shares up to the
maximum aggregate value of R1 billion are allotted and issued, is set out below:
R`000
Before the offer for subscription
Authorised share capital
30 000 000 ordinary shares of R1,00 each 30 000
300 000 000 non-redeemable non-cumulative preference
shares of R0,001 each 300
Total authorised share capital 30 300
Issued share capital
21 518 000 ordinary shares of R1,00 each 21 518
0 non-redeemable non-cumulative preference shares of
R0,001 each* -
Share premium* 2 047 000
Total issued share capital (including share premium) 2 068 518
After the offer for subscription
Authorised share capital
30 000 000 ordinary shares of R1,00 each 30 000
300 000 000 non-redeemable non-cumulative preference shares
of R0,001 each 300
Total authorised share capital 30 300
Issued share capital
21 518 000 ordinary shares of R1,00 each 21 518
200 000 000 non-redeemable non-cumulative preference shares of
R0,001 each* 200
Share premium* 4 046 800
Total issued share capital (including share premium) 4 068 518
*100 000 000 preference shares were allotted but not issued to certain
institutions prior to the opening of this offer for subscription, further
details of which are set out in 4.2. and 4.3 below.
4.2 Alterations to share capital
There has been a single offer and allotment of the preference shares in
the preceding three years. These shares will be issued on the same date as the
preference shares subscribed for in terms of this offer for subscription. There
have, however, been no consolidations or subdivisions of the preference shares.
The preference shares were allotted pursuant to a dutch auction to a number
of wholesale investors in accordance with their levels of demand prior to the
opening of the offer for subscription. The reason for the book-build was to
determine an appropriate percentage of the prime overdraft rate of interest of
Nedbank to be used to determine the dividend on the preference shares. The
shares will not be issued prior to the closing of the offer for subscription in
order to ensure that all listed preference shares have the same entitlement to a
dividend for the period ending 30 June 2003. The preference shares rank pari
passu in all respects with the preference shares offered in the Pre-Listing
Statement to be issued today ("the Pre-Listing Statement"). A list of the
material preference shareholders (to whom the preference shares have been
allotted but not yet issued) is set out in paragraph 4.3 below.
4.3 Controlling and major shareholders
Nedbank`s entire ordinary share capital was held by Nedcor as at 21
November 2002. The following are the only preference shareholders to whom more
than 5% of Nedbank`s preference share capital has been allotted:
Number of preference % of
Name shares allotted initial allocation
Stanlib Asset Management 25 000 000 25
Public Investment Commissioners 20 000 000 20
Old Mutual Specialised Finance 20 000 000 20
Nedbank Syfrets Private Bank 12 700 000 12,7
BoE Private Bank 7 800 000 7,8
Melville Douglas 6 500 000 6,5
Eskom Pension Fund 5 000 000 5
Nedcor`s entire issued ordinary share capital is listed on the JSE. So far as
Nedbank is aware, the following are the only shareholders holding more than 5%
of Nedcor`s issued share capital:
Number of shares held Percentage
Name shareholding
Old Mutual plc group 130 560 916 50,99
Public Investment Commissioners SA 18 603 386 7,60
5. DETAILS OF THE OFFER FOR SUBSCRIPTION
5.1 Particulars of the offer for subscription
Issue and offer price per preference share
(which represents a premium of R9,999 per preference share) R10
Minimum Rand value of subscription per subscriber acting
as principal R100 000
Aggregate number of preference shares offered 100 000 000
Amount raised in terms of the offer for subscription
(if fully subscribed) R1 000 000 000
5.2 Time and date of the opening and closing of the offer for subscription
Opening date of offer for subscription (09:00) Wednesday, 27 November 2002
Closing date of the offer for subscription (16:00) Friday, 20 December 2002
Proposed listing date (09:00) Thursday, 9 January 2003
5.3 Condition to the listing
Application has been made to the JSE to list 200 000 000 preference
shares in the Specialist Securities - "Preference Shares" sector. The listing is
subject to the condition that Nedbank meets the requirements of the JSE in
respect of the requisite spread of preference shareholders.
6. SALIENT FEATURES OF THE PREFERENCE SHARES
The preference shares are non-redeemable and non-cumulative, and dividends,
if declared, are payable semi-annually on the earlier of a week prior to the
Nedcor ordinary dividend payment dates, if any, and in any event 120 days after
30 June and 31 December.
6.1 Voting rights
The preference shares are non-voting, save for in those circumstances
prescribed under section 194 of the Companies Act. Preference shareholders will
only be entitled to vote during periods when a dividend (which has been
declared) or any part of it remains unpaid after the due date for payment and
when resolutions are proposed that directly affect any rights attaching to the
preference shares or the interests of preference shareholders, including a
resolution for the winding up of the company or for the reduction of its
capital.
6.2 Entitlements to dividends
Preference shareholders will be entitled to receive out of the profits of
the company that it determines to distribute, in priority to any payment of
dividends to the holders of any other class of shares in the capital of the
company not ranking prior to the preference shares, a non-cumulative preference
cash dividend equivalent to 75% of the prime overdraft interest rate of Nedbank
from time to time multiplied by the deemed value of the preference shares, being
R10,00, held by a preference shareholder, payable in two semi-annual
instalments.
7. LISTING ON THE JSE
The JSE has granted a listing, subject to the fulfillment of the condition
referred to in paragraph 5.3 above, of 200 000 000 preference shares under the
abbreviated name "Nedbank-P" in the Specialist Securities - "Preference Shares"
sector of the JSE lists with effect from the commencement of trading on
Thursday, 9 January 2003.
8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-Listing Statement may be obtained during business hours
until Friday, 20 December, 2002 from:
- Nedbank, Nedcor Sandton, 135 Rivonia Road, Sandown;
- Nedcor Investment Bank Limited, 1 Newtown Avenue, Killarney;
- Investec Securities Limited, 100 Grayston Drive, Sandown, and
- Computershare Investor Services Limited, 70 Marshall Street, Johannesburg.
Johannesburg
27 November 2002
Investment bank and joint sponsor
Nedcor Investment Bank
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Lead sponsor
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06)
Joint auditors
KPMG
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Date: 27/11/2002 09:56:27 AM Produced by the JSE SENS Department
