| Fri 2 Jun 2023, 15:37 | | NEDBANK GROUP LIMITED - Results of the General Meeting of Nedbank Group Shareholders to Approve the Odd-Lot Offer |
|
Results of the General Meeting of Nedbank Group Shareholders to Approve the Odd-Lot Offer
NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(‘Nedbank Group’)
RESULTS OF THE GENERAL MEETING OF NEDBANK GROUP SHAREHOLDERS TO APPROVE
THE ODD-LOT OFFER
Background
Nedbank Group shareholders are referred to the Nedbank Group announcement published on the Stock
Exchange News Service (SENS) on Thursday, 20 April 2023 (Odd-lot Offer Announcement)
confirming the board of directors’ decision to proceed with the implementation of an odd-lot offer (Odd-
lot Offer) to repurchase Nedbank Group ordinary shares from shareholders (Odd-lot Holders) holding
less than 100 Nedbank Group ordinary shares (Odd-lot Holdings) at a 5% premium to the 10-day
volume weighted average price (VWAP) of a Nedbank Group ordinary share at the close of business
on Monday, 19 June 2023 (Offer Price).
The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings in an
efficient manner and will provide liquidity at a premium to the 10-day VWAP for those Odd-lot Holders
who elect not to retain their Odd-lot Holdings or who make no election. For Nedbank Group, it will, inter
alia, reduce the complexity of and costs associated with managing a large shareholder base.
Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the
Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SA time) on Friday,
30 June 2023 will automatically be regarded as having accepted the Odd-lot Offer and chosen
to dispose of their Odd-lot Holdings, and will receive the cash consideration, being the Odd-lot
Holding multiplied by the Offer Price (Cash Consideration).
Results of the General Meeting
As stated in the Odd-lot Offer Announcement, the implementation of the Odd-lot Offer is subject to
Nedbank Group shareholder approval. Nedbank Group shareholders are advised that the voting results
for the general meeting (General Meeting) of Nedbank Group held today, Friday, 2 June 2023, were
as follows:
Resolution Number of Percentage For** Against** Abstained***
Nedbank of Nedbank % % %
Group Group
ordinary ordinary
shares shares in
voted issue*
%
Special resolution 1: 387 644 517 77,88% 99,997% 0,003% 0,14%
Specific authority to
repurchase Nedbank
Group ordinary shares
from the Odd-lot Holders
Ordinary resolution 1: 387 643 950 77,88% 99,997% 0,003% 0,14%
Resolution Number of Percentage For** Against** Abstained***
Nedbank of Nedbank % % %
Group Group
ordinary ordinary
shares shares in
voted issue*
%
Authority to make and
implement the Odd-lot
Offer
Ordinary resolution 2: 387 643 399 77,88% 99,998% 0,002% 0,14%
Authority of directors
* Based on 497 726 339 Nedbank Group ordinary shares in issue at the date of the General
Meeting.
** In relation to the total number of Nedbank Group ordinary shares voted at the General Meeting.
*** In relation to the total number of Nedbank Group ordinary shares in issue at the date of the
General Meeting.
Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank
Group shareholders present in person or represented by proxy at the General Meeting, and therefore
Nedbank Group will proceed to implement the Odd-lot Offer in accordance with the timelines set out
below.
Salient dates and times
2023
Odd-lot Offer opens at 09:00 (SAST) Monday, 5 June
Finalisation announcement (including the Offer Price) released on Tuesday, 20 June
SENS before 11:00 (SAST)
Finalisation announcement (including the Offer Price) published in the Wednesday, 21 June
South African press
For administrative purposes, the nominee form of election (yellow) Monday, 26 June
for the Odd-lot Offer to be received by the Issuer Sponsored
Nominees (see note 3 below) by 12:00 (SAST)
Last day to trade to participate in the Odd-lot Offer Tuesday, 27 June
Shares trade ‘ex’ the Odd-lot Offer Wednesday, 28 June
Form of election and surrender (blue) for the Odd-lot Offer to be Friday, 30 June
received by the transfer secretaries in South Africa or Namibia by
12:00 (SAST)
Odd-lot Offer record date Friday, 30 June
Odd-lot Offer closes at 12:00 (SAST) Friday, 30 June
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer Monday, 3 July
or are deemed to have accepted the Odd-lot Offer will have their
accounts held at their central securities depository participant or
broker credited with the Cash Consideration
Payments of the Cash Consideration to certificated Odd-lot Holders Monday, 3 July
who have accepted the Odd-lot Offer or who have made no election
Results of the Odd-lot Offer released on SENS Monday, 3 July
Results of the Odd-lot Offer published in the South African press Tuesday, 4 July
Cancellation and termination of listing of Nedbank Group ordinary Tuesday, 4 July
shares repurchased in terms of the Odd-lot Offer expected on or about
Notes
1. These salient dates and times are subject to amendment by Nedbank Group (and, to the extent
necessary, the JSE Limited and other regulatory authorities). Any such amendments of the
dates and times will be released on SENS and published in the South African press.
2. All dates and times above and quoted generally in this announcement are South African dates
and times (SAST), unless otherwise stated.
3. Issuer Sponsored Nominees are Pacific Custodians Nominees (RF) Proprietary Limited,
Corpserve Nominees (Private) Limited or National Bank of Malawi Nominees Limited, being
nominee companies through which certain Nedbank Group ordinary shareholders hold their
Nedbank Group ordinary shares.
4. Those Odd-lot Holders who do not make an election will automatically be regarded as having
elected and accepted to dispose of their Odd-lot Holdings to Nedbank Group and receive the
Cash Consideration.
5. Nedbank Group ordinary shareholders may not dematerialise or rematerialise their Nedbank
Group ordinary shares after the last day to trade to participate in the Odd-lot Offer until the Odd-
lot Offer record date, being from Wednesday, 28 June 2023 to Friday, 30 June 2023, both dates
inclusive.
Sandton
2 June 2023
Investment Bank and Corporate Advisor:
Nedbank Corporate and Investment Bank, a division of Nedbank Limited
Legal Advisor:
Edward Nathan Sonnenbergs Incorporated
Sponsors in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Sponsor in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of the national securities exchanges of a ‘Restricted Jurisdiction’
(being any jurisdiction in which it is impractical, illegal or otherwise unlawful for the Odd-lot Offer to be
made or accepted, including (without limitation) Australia, Canada, Japan and the United States of
America) and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, neither copies of the Odd-lot Offer circular nor any
related documentation are being or may be mailed or otherwise distributed or sent in or into or from a
Restricted Jurisdiction, and if received in any Restricted Jurisdiction, should be treated as being
received for information purposes only.
The information contained herein does not constitute a distribution, an offer to sell or the solicitation of
an offer to buy any Nedbank Group securities in any jurisdiction in which such distribution or offer is not
authorised. In particular, the information herein is not for distribution and does not constitute an offer to
sell or the solicitation of any offer to buy any Nedbank Group securities in the United States of America
or to or for the benefit of any US Person as such term is defined under the United States Securities Act
of 1933, as amended, and the Regulations promulgated thereunder.
Nothing contained herein should be construed as constituting tax or legal advice. Odd-lot Holders
should seek independent advice from appropriate professional advisors about their tax position and in
particular to confirm how the applicable tax legislation applies in their specific personal circumstances.
Date: 02-06-2023 03:37:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
