| Mon 22 Dec 2003, 9:09 | | SECONDARY CAPITAL ISSUE, APPOINTMENT OF ACTING CFO |
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NEDCOR LIMITED - SECONDARY CAPITAL ISSUE, APPOINTMENT OF ACTING CHIEF
FINANCIAL OFFICER AND CONTINUING CAUTIONARY ANNOUNCEMENT
NEDCOR LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
ISIN code: ZAE000004875
NEDCOR LIMITED - SECONDARY CAPITAL ISSUE, APPOINTMENT OF ACTING CHIEF FINANCIAL
OFFICER AND CONTINUING CAUTIONARY ANNOUNCEMENT
In the trading statement dated 17 November 2003, Nedcor Limited ("Nedcor" or
"the group") advised shareholders that the group was further strengthening and
streamlining its capital by the optimisation of capital structures, issues of
secondary and tertiary capital, and the sale of non-core assets.
At the Nedcor and Old Mutual plc board meetings held on Friday 19 December, Old
Mutual plc confirmed its ongoing commitment to the turnaround process at Nedcor
and the directors of Nedcor and Old Mutual plc resolved that Nedcor raise R2
billion of additional secondary capital from Old Mutual Specialised Finance
(Pty) Ltd ("the secondary capital issue").
The secondary capital issue will be in the form of a subordinated, unsecured 10-
year loan, callable by Nedbank on any quarterly interest payment date. The
interest rate has been set at 165 basis points above the 3-month JIBAR rate.
Approval for the loan to qualify as secondary capital has been granted by the
South African Reserve Bank. The secondary capital issue will take place on or
before 31 December 2003.
The newly constituted Group Executive Committee of Nedcor, in conjunction with
the Nedcor board and Old Mutual plc, has considered the state of the group"s
balance sheet and forecast earnings in preparation for the group"s financial
year-end at 31 December 2003.
The review has concluded that a more conservative approach should be applied to
a number of items, which affect the group"s earnings and/or capital position at
year-end. These items include:
- the effect of accounting standard AC133 (IAS 39)
- pre-acquisition adjustments for the BoE acquisition
- additional tax provisions, including deferred tax write-offs
- impairment of capitalised IT costs
- provision for compliance with leasing standard AC105 (IAS 17)
- the translation of foreign assets
The total amount of these items has been estimated at R1.5 - R2.0 billion after
taking into account the effects of taxation. The process of reviewing the
Group"s balance sheet and the re-organisation of the capital structure is
continuing, and certainty on the items and amounts can only be provided after
the audit process in respect of the financial year-end has been completed.
The group"s trading performance is generally in line with the expectations
outlined in the trading statement of 17 November. However, headline earnings per
share, which includes charges for merger costs and currency translation losses,
is now expected to indicate a loss for the year as a result of the inclusion of
applicable items included in the above estimate.
In order to make provision for these items and other issues that may arise
during the audit process, as well as to ensure the group is adequately
capitalised, the board believes it is prudent to proceed with a secondary
capital issue.
In the trading statement of 17 November 2003 referred to above, it was announced
that a new Group Financial Director would be appointed in 2004. The board of
Nedcor is pleased to announce the appointment of Bob Head as acting Chief
Financial Officer from 1 January 2004. He will be responsible for group finance,
group capital management, and assets and liabilities management (ALCO), and will
report directly to group chief executive Tom Boardman.
Bob Head is 45 years old and is currently Strategy Director at Old Mutual plc.
He was previously chief executive of smile.co.uk, the highly successful online
banking division of the Co-operative Bank plc. Prior to Smile, he was finance
director of Prudential Banking plc and online bank egg plc. He qualified as a
chartered accountant with PricewaterhouseCoopers, holds a degree in Politics,
Philosophy and Economics from Oxford University and is a fellow of the Chartered
Institute of Bankers.
The appointment of an acting chief financial officer provides the board with the
opportunity to extend the search for the best possible permanent candidate,
preferably with international banking experience.
Shareholders are reminded that the group continues to trade under a cautionary
announcement and should exercise caution in dealing in the shares until the
group publishes its 2003 results on 16 February 2004.
Sandton
22 December 2003
Sponsors to Nedcor:
Merrill Lynch South Africa (Pty) Limited
UBS Corporate Finance South Africa (Pty) Limited
Nedbank Corporate
For further information:
Investor Relations
Don Bowden (Tier 1 Investor Relations)
+27 (0)82 555 8721 / +27 (0)21 702 3102
Date: 22/12/2003 09:00:09 AM Produced by the JSE SENS Department
