| Tue 17 Dec 2002, 9:40 | | Announcement of Odd-Lot Offer |
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NAMPAK LIMITED - ANNOUNCEMENT OF ODD-LOT OFFER
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code: NPK
ISIN: ZAE 000004933
("Nampak" or "the company")
1. Introduction
As at 29 November 2002, approximately 5 600 registered shareholders of Nampak
shares and beneficial holders of dematerialised Nampak shares held fewer than
100 shares ("odd-lots"). These shareholders and beneficial holders hold
approximately 163 000 Nampak shares representing 0.03% of the issued ordinary
share capital of Nampak. In order to reduce the substantial administrative costs
connected with this large number of registered shareholders and beneficial
holders, the directors of Nampak have proposed, subject to the fulfilment of the
condition precedent set out in paragraph 2, the implementation of an odd-lot
offer ("the odd-lot offer") in terms of which all holders of odd-lots registered
as such at the close of business on 14 February 2003 ("odd-lot holders") are
offered the opportunity to:
* subscribe for a sufficient number of additional Nampak shares at the offer
price in order to increase their odd-lot holdings to 100 shares ("the
subscription alternative"); or
* sell their odd-lot holdings to Nampak at the offer price plus a 5% premium
("the cash alternative"); or
* retain their odd-lot holdings.
The shares of the odd-lot holders who elect the cash alternative or who do not
make an election in terms of the odd-lot offer, will be repurchased by Nampak in
terms of section 85 of the Companies Act, 1973 as amended at the offer price
plus a 5% premium. Any such repurchase by Nampak will be regarded as a specific
repurchase in terms of the JSE Securities Exchange South Africa ("JSE") Listings
Requirements and funded by available cash resources. Nampak will issue, at the
offer price, additional Nampak shares to those odd-lot holders who elect the
subscription alternative.
2. Condition precedent
The odd-lot offer is subject to the fulfilment of the condition precedent that
the ordinary and special resolutions required for the odd-lot offer and
contained in the notice of general meeting referred to in paragraph 7 are duly
passed and that the requisite special resolutions are registered by the
Registrar of Companies.
3. Compulsory sale of odd-lot holdings
Odd-lot holders whose elections are not received by the transfer secretaries of
the company by 16:00 on Friday, 14 February 2003 and beneficial holders who do
not timeously instruct their Central Securities Depositary Participant ("CSDP")
or stockbroker to make an election on their behalf should note that their odd-
lots will be acquired by Nampak.
4. Offer price
The offer price per Nampak share will be the volume weighted average traded
price of Nampak shares on the JSE over the five trading days ended Thursday, 23
January 2003. The offer price will be published on SENS on Friday, 24 January
2003 and in the press on Monday, 27 January 2003.
5. Salient dates and times
2002
Election period for the odd-lot offer
opens at 09:00 on Tuesday, 17 December
2003
Offer price determined on Thursday, 23 January
Offer price published on SENS on Friday, 24 January
Offer price published in the press on Monday, 27 January
Forms of proxy for the general meeting of
shareholders to be received by the transfer
secretaries by 12:45 on Monday, 27 January
General meeting of shareholders to be
held at 12:45 on Wednesday, 29 January
Results of general meeting published on SENS on Wednesday, 29 January
Results of general meeting published in
the press on Thursday, 30 January
Last day to trade in order to participate
in the odd-lot offer Friday, 7 February
Odd-lot holders entitled to trade in
the new Nampak shares to be issued
pursuant to the odd-lot offer on Monday, 10 February
Election period for the odd-lot offer
closes at 16:00 on Friday, 14 February
Forms of election for the odd-lot offer
(together with the relevant documents of
title/cheque/banker`s draft, as applicable)
to be received by the transfer secretaries
by 16:00 on Friday, 14 February
(see note 3 below)
Record date to determine the Nampak
shareholders entitled to participate in
the odd-lot offer at the close of
business on Friday, 14 February
Implementation of the odd-lot offer takes
effect after close of business on Friday, 14 February
Results of the odd-lot offer published
on SENS on Monday, 17 February
New share certificates in respect of
those odd-lot holders electing the
subscription alternative and cheques
in respect of the sale by certificated
odd-lot holders of odd-lot holdings posted
to certificated shareholders against
surrender of existing documents of title on Monday, 17 February
(see note 4 below)
Safe custody accounts of dematerialised
shareholders maintained by CSDP or
stockbrokers debited or credited
and updated on Monday, 17 February
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the press and on SENS.
2. Shareholders may not dematerialise or rematerialise their Nampak shares
between Monday, 10 February 2003 and Friday, 14 February 2003, both dates
inclusive.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or stockbroker of their odd-lot offer election in the manner and time
stipulated in the agreement between such odd-lot holder and his CSDP or
stockbroker.
4. In the case of the holders of certificated shares, new share certificates or
cheques (as applicable) will be posted on Monday,
17 February 2003 or within five business days after the receipt of such
documents of title by the transfer secretaries of Nampak, whichever is the
later.
6. Financial effects of the odd-lot offer
The odd-lot offer, including any new issue of Nampak shares or repurchase of
shares by Nampak pursuant to the odd-lot offer, will have no material effect on
Nampak`s ordinary share capital or on Nampak`s earnings per share, net asset
value per share or the tangible net asset value per share.
7. General meeting
A general meeting of Nampak shareholders will be convened for 12:45 on
Wednesday, 29 January 2003 at Nampak Centre, 114 Dennis Road, Atholl Gardens,
Sandton for the purpose of considering and, if deemed fit, passing the special
and ordinary resolutions required to implement the odd-lot offer ("the general
meeting").
8. Circular
A circular relating to the odd-lot offer and containing a notice convening the
general meeting will be posted to shareholders on or about Tuesday, 17 December
2002.
Sandton
17 December 2002
Financial adviser and sponsor
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
Legal advisers
Bowman Gilfillan
Transfer secretaries
Computershare Investor Services Limited
(Registration number 1958/003546/06)
Date: 17/12/2002 08:45:00 AM Produced by the JSE SENS Department
