| Fri 24 Jan 2003, 9:37 | | Nampak Limited - Announcement of odd-lot offer pri |
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Nampak Limited - Announcement of odd-lot offer price
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code: NPK
ISIN: ZAE 000004933
("Nampak" or "the company")
Announcement of odd-lot offer price
1. Introduction
Further to the odd-lot announcement and circular dated 17 December 2002,
shareholders are advised that the odd-lot offer price is R13.85 per share, being
the volume weighted average traded price of Nampak shares on the JSE over the
five trading days ended Thursday, 23 January 2003.
In terms of the odd-lot offer, which is still subject to the fulfilment of the
condition precedent set out in paragraph 2, all registered shareholders of fewer
than 100 shares and beneficial holders of fewer than 100 dematerialised shares
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 R13.85 per
share in order to increase their odd-lot holdings to 100 shares ("the
subscription alternative"); or
- sell their odd-lot holdings to Nampak at R14.54 per share, being the offer
price plus a 5% premium ("the cash alternative"); or
- retain their odd-lot holdings.
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 5 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. Salient dates and times
2003
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 date 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.
5. 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.
Sandton
24 January 2003
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: 24/01/2003 08:55:00 AM Produced by the JSE SENS Department
