| Fri 19 Mar 2004, 9:56 | | TERMS OF THE RIGHTS ISSUE |
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NEDCOR LIMITED - TERMS OF THE RIGHTS ISSUE
This notice is not for distribution, directly or indirectly, in or into the
United States, Canada, Australia or Japan. This notice does not constitute an
offer or an invitation to subscribe for, purchase or dispose of any securities
of Nedcor Limited in the United States, Canada, Australia, Japan or any
jurisdiction in which such an offer or solicitation is unlawful. The securities
of Nedcor Limited have not been registered under the US Securities Act of 1933
(the "Securities Act") or under the applicable securities laws of Canada,
Australia, or Japan and may not be offered, sold or delivered within the United
States, Canada, Australia or Japan absent registration under, or exemption from
the registration requirements of, the Securities Act or the applicable
securities laws of Canada, Australia or Japan. No public offering of securities
will be made in the United States, Canada, Australia or Japan.
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1966/010630/06)
Share Code: NED ISIN No.: ZAE000004875
("Nedcor" or "the company")
Terms of 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.
Nedcor intends to raise R5 152 million of additional ordinary capital by way of
a 100% underwritten renounceable rights issue of up to 114 481 100 ordinary
shares at R45.00 per rights issue share ("the rights issue"). It was also
announced on 17 March 2004 that the necessary ordinary and special resolutions
were passed at a general meeting of 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 and other existing
contractual obligations.
2. Rationale for the rights issue
The purpose of the rights issue is to increase Nedcor"s Tier 1 capital adequacy
ratio, optimise the mix of its Tier 1 and Tier 2 capital, meet anticipated
future South African regulatory requirements regarding the capital adequacy of
banks and to provide adequate capital for growth. Nedcor intends to use a
portion of the net proceeds of this rights issue to redeem the three month JIBAR
plus 1.65% subordinated callable loan of R2 000 million extended by Old Mutual
Specialised Finance (Proprietary) Limited in December 2003 and the R500 million
three month JIBAR plus 1.3% subordinated notes callable in 2009.
3. Salient terms of the rights issue
The rights issue is being made on the following basis:
5 new ordinary shares for every 12 existing ordinary shares,
held by qualifying shareholders on the record date, being Thursday 8 April 2004,
on the terms and conditions set out in the circular referred to in 0 below ("the
circular"). Fractions of new ordinary shares will not be allotted, each
qualifying shareholder"s entitlement being rounded to the nearest whole number
of new ordinary shares.
Upon their issue, the new ordinary shares to be allotted in terms of the rights
issue will be listed and rank pari passu in all respects with the existing
issued ordinary shares, including the right to receive in full all dividends and
other distributions thereafter declared, paid or made on the ordinary shares.
New ordinary shares will not participate in the capitalisation award announced
by Nedcor on 23 February 2004.
As at the date of this announcement, the rights issue is subject to the
customary conditions, including inter alia regulatory approvals by the JSE
Securities Exchange, South Africa ("JSE") and the registration of the rights
issue documentation by the Registrar of Companies, and the underwriting
agreement having become unconditional in all respects and not having been
terminated in accordance with its terms. These conditions are expected to be
fulfilled by the last day to trade in ordinary shares in order to participate in
the right issue.
The latest time and date of acceptance and payment in full of the new ordinary
shares will be 2:30 pm. on Friday 7 May 2004.
Based on the closing price of an ordinary share on Friday 20 February 2004 (the
last business day prior to the initial announcement of the rights issue) of R
67.00 and the rights issue price of R45.00, the theoretical ex-rights price of
an ordinary share is R60.53, ignoring the effects of the capitalisation award.
Based on the closing price on Thursday 18 March 2004 of R60.26, the theoretical
ex-rights price of an ordinary share, ignoring the effects of the capitalisation
award, is R55.77.
Letters of allocation will be issued in dematerialised form and an electronic
record for certificated ordinary shareholders will be maintained by
Computershare Nominees (Proprietary) Limited. This will enable both
dematerialised and certificated ordinary shareholders to sell or renounce some
or all of their rights to new ordinary shares in accordance with the procedures
set out in greater detail in the circular.
4 Underwriting
The rights issue is underwritten in full by Old Mutual South Africa Limited,
Merrill Lynch International and Deutsche Bank.
5. Salient dates
The salient dates of the rights issue are set out below:
2004
Last day to trade in ordinary shares in order Thursday, 1 April
to participate in the rights issue
Listing and commencement of trading of Friday, 2 April
letters of allocation on the JSE
Ordinary shares commence trading ex-rights on Friday, 2 April
the JSE
Record date for participation in the rights Thursday, 8 April
issue
Rights issue opens at 09:00 a.m. Tuesday, 13 April
Circular posted to shareholders Tuesday, 13 April
Last day to trade letters of allocation on Friday, 30 April
the JSE
New ordinary shares listed and trading Monday, 3 May
commences therein on the JSE
Rights issue closes at 2:30 p.m. (see note Friday, 7 May
2), which is the latest time and date of
acceptance and payment in full for 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, and certificates posted to
certificated ordinary shareholders
Results of rights issue announced on SENS Monday, 10 May
Refund cheques (if applicable) in the case of Tuesday, 11 May
certificated ordinary shareholders in respect
of excess applications posted on or about
Results of rights issue published in South Tuesday, 11 May
African press
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 the 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.
6. Documentation and further announcement
A circular providing full details of the rights issue and incorporating the
letter of allocation will be available for inspection at the registered offices
of Nedcor after the registration of the required documentation by the Registrar
of Companies, which is expected to be 25 March 2004, and will be posted to
Nedcor shareholders on or about 13 April 2004. Copies of the circular can be
obtained during normal business hours prior to the closing of the rights issue
from Nedcor at Nedcor Sandton, 135 Rivonia Road, Sandown 2146 and the company"s
transfer secretaries, Computershare Limited, 70 Marshall Street, Johannesburg
2001.
7. 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 adviser.
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 the group.
Sandton
19 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
Adviser &
Consultants
Deutsche Bank Nedbank Capital
Merrill Lynch Lead Sponsor
International Merrill Lynch South
Africa (Pty) Limited
Joint auditors and
Underwriters to reporting
Nedcor for the Rights Joint transaction accountants to
Issue Sponsors Nedcor
Deutsche Securities
OMSA (SA) (Pty) Limited KPMG
Merrill Lynch Merrill Lynch South Deloitte
International Africa (Pty) Limited
Deutsche Bank
Date: 19/03/2004 09:06:38 AM Produced by the JSE SENS Department
