| Wed 17 Mar 2004, 16:49 | | RESULTS OF GENERAL MEETING AND ADDITIONAL INFORMA |
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NEDCOR LIMITED - RESULTS OF GENERAL MEETING AND ADDITIONAL INFORMATION RELATING
TO THE RIGHTS ISSUE
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1966/010630/06)
Share Code: NED ISIN No.: ZAE000004875
("Nedcor" or "the company")
Results of general meeting and additional information relating to the rights
issue
1. Introduction
Shareholders were advised in Nedcor"s preliminary results announcement published
on 23 February 2004 that the company intended to implement a rights issue to
raise R5 billion of additional ordinary capital ("the rights issue") and that it
would undertake a capitalisation award ("the capitalisation award").
Shareholders were informed that they are entitled, in respect of all or part of
their shareholding to elect instead of the capitalisation award to receive a
cash dividend of 35 cents per share ("the cash dividend election"). Shareholders
were also informed that a general meeting would be convened to increase the
company"s authorised but unissued share capital in order to facilitate the
rights issue, the capitalisation award as well as to allow the company to meet
its existing contractual obligations.
2. Results of general meeting
At the general meeting of Nedcor shareholders held at 09:00 today the necessary
ordinary and special resolutions were passed by Nedcor shareholders to increase
Nedcor"s authorised share capital and to grant the directors of the company a
limited authority to allot and issue new shares for the rights issue, the
capitalisation award and other contractual obligations prior to Nedcor"s annual
general meeting.
3. Additional information on the rights issue
The outstanding conditions precedent to the rights issue as at the date of this
announcement are:
* the approval of the JSE Securities Exchange, South Africa ("JSE");
* the registration of the rights issue circular by the Registrar of Companies;
and
* the underwriting agreement becoming unconditional.
The terms of the rights issue and any outstanding conditions precedent will be
announced no later than 25 March 2004. Other key dates in respect of the rights
issue are:
2004
Last day to trade in ordinary shares in order Thursday, 1
to participate in the rights issue April
Nedcor shares trade "ex" rights Friday, 2 April
Trading commences in letters of allocation Friday, 2 April
Record date for participation in the rights Thursday, 8
issue at 5:00 pm April
Rights issue opens at 9:00 am Tuesday,13
April
Circular posted to shareholders Tuesday, 13
April
Rights issue closes at 2:30 pm (see note 2) Friday, 7 May
and the latest time and date of acceptance
and payment in full of the new ordinary
shares
Record date for letters of allocation Friday, 7 May
Dematerialised ordinary shareholders" safe Monday, 10 May
custody accounts updated and accounts debited
by CSDP or broker (see note 3), and
certificates posted to certificated ordinary
shareholders
Results of rights issue announced on SENS Tuesday, 11 May
Results of the rights issue announced in the Wednesday, 12
South African press May
Notes:
(1) Share certificates may not be dematerialised or
rematerialised between Friday, 2 April 2004 and Thursday, 8
April 2004, both days inclusive.
(2) Dematerialised ordinary shareholders are required to
inform their CSDP or broker of their instructions in terms of
the rights issue, in the manner and time stipulated in the
agreement governing the relationship between the shareholder
and its CSDP or broker.
(3) References to time in this document are to South African
time. The above dates and times are subject to change subject
to the approval of the JSE. Changes will be published on SENS
and in the South African press, where required.
(4) CSDPs effect payment in respect of dematerialised ordinary
shareholders on a delivery versus payment method.
4. Documentation
A circular providing further details of the capitalisation award and the cash
dividend election was posted to Nedcor shareholders today. A further circular
providing full details of the rights issue and incorporating the letter of
allocation will be posted to Nedcor shareholders on or about 13 April 2004.
5. General
The securities offered in the rights issue will not be registered under the US
Securities Act of 1933, and may not be offered or sold without registration or
an applicable exemption from the registration requirements.
Prices and values of, and income from Nedcor shares may go down, as well as up,
and an investor may not get back the amount invested. It should be noted that
past performance is no guide to future performance. Persons needing advice
should consult an independent advisor.
This announcement does not constitute an offering of securities in the United
States, Canada, Australia or Japan or otherwise constitute an invitation to any
person to acquire securities in any company within Nedcor or its subsidiaries.
Sandton
17 March 2004
Joint Global Co- Corporate law Investment bank and
ordinators to Nedcor advisers and joint sponsor
for the rights issue consultants
Edward Nathan &
Friedland
Corporate Law
Advisers &
Consultants
Deutsche Bank Nedbank Capital
Merrill Lynch Lead Sponsor
International Merrill Lynch South
Africa (Pty ) Ltd Joint auditors and
reporting
Underwriters to accountants to
Nedcor for the Joint Transaction Nedcor
rights issue Sponsors
Deutsche Securities KPMG
OMSA (SA) (Pty) Ltd Deloitte
Merrill Lynch Merrill Lynch South
International Africa (Pty) Ltd
Deutsche Bank
Date: 17/03/2004 03:36:10 PM Produced by the JSE SENS Department
