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SALE OF NAMPAK"S INTERESTS IN NAMITECH HOLDINGS LIMITED ("NAMITECH"
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code: NPK ISIN: ZAE 000004933
("Nampak" or "the Company")
SALE OF NAMPAK"S INTERESTS IN
NAMITECH HOLDINGS LIMITED ("NAMITECH")
1. Introduction
Gensec Bank Limited is authorised to announce that Nampak Products Limited, a
wholly owned subsidiary of Nampak, has reached agreement in principle, subject
to certain conditions precedent, to sell its 51.08% shareholding in NamITech and
its loan to NamITech, to Allied Technologies Limited ("Altech") ("the
Transaction").
2. Rationale for the Transaction
NamITech is a leading technology security solutions company, which provides end-
to-end solutions to the corporate, telecommunications, financial services and
gaming markets in South Africa and Africa.
Whilst NamITech has experienced significant growth under Nampak"s control,
NamITech is not regarded as a core strategic business to Nampak. Nampak
originally anticipated that it would unlock value from its shareholding in
NamITech through a listing or disposal.
The Transaction presents Nampak with a unique opportunity to unlock value
earlier than anticipated. Nampak believes that the strategic future of NamITech
will be enhanced under the ownership of Altech.
3. Terms of the Transaction
The consideration for Nampak"s indirect 51.08% shareholding in NamITech is an
amount of R329.5 million in cash and a further amount of approximately R68
million in cash for Nampak"s loan to NamITech.
As part of the Transaction Nampak has also disposed of its preference
shareholding in Clidet No. 426 (Pty) Limited ("Clidet") for an amount of R125.0
million in cash to Altech. Clidet is a subsidiary of Pamodzi Investment Holdings
Limited ("Pamodzi"). Pamodzi, through Clidet, holds 28% of NamITech.
The total proceeds received by Nampak amount to approximately R522.5 million.
The proceeds from the Transaction will be used by Nampak to further expand into
core packaging activities as opportunities present themselves.
4. Conditions precedent
The Transaction is subject to, inter alia, the following conditions precedent:
- Nampak and Altech entering into a comprehensive sale of shares agreement,
setting out the terms of the Transaction;
- Altech concluding agreements with Pamodzi relating to the Transaction; and
- approval by the South African Competition Authorities and other relevant
regulatory authorities.
The effective date for the Transaction will be the first day of the month
following the fulfillment of the conditions precedent.
5. Financial effects of the Transaction
The pro forma financial effects of the Transaction on Nampak"s net asset value
per share and headline earnings per share are not material.
Sandton
6 May 2003
Investment Bank and Transactional Sponsor
Gensec Bank Limited
(Registration number 1996/004744/06)
Sponsor
UBS Warburg Securities
South Africa (Pty) Limited
A Financial Services Group of UBS AG
Member of the JSE Securities Exchange South Africa
(Registration number 1995/011140/07)
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