| Mon 15 Aug 2005, 8:55 | | Nedbank Group Limited - Abridged Pre-Listing State |
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Nedbank Group Limited - Abridged Pre-Listing Statement
Nedbank Group Limited
(formerly Nedcor Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
(Share code JSE: NED ISIN: ZAE000004875)
(`Nedbank Group Limited` or `the Company`)
Nedbank
Eyethu Ownership Plan
ABRIDGED PRE-LISTING STATEMENT
Offer for subscription of 7 102 170 Nedbank Group Limited ordinary shares
The JSE Limited (`JSE`) has listed the new Nedbank Group Limited ordinary
shares, issued in terms of the BEE Transaction, in the Financials `Banks`
sector under the abbreviated name `Nedbank`, with effect from the commencement
of business on Monday, 8 August 2005. An English copy of the prospectus of the
Company was registered in terms of the Companies Act, No. 61 of 1973
(`Companies Act`), as amended, by the Registrar of Companies on Monday,
1 August 2005.
1. BACKGROUND AND OVERVIEW OF THE NEDBANK EYETHU OWNERSHIP PLAN
1.1 Background to the Nedbank Eyethu Ownership Plan
At a general meeting of the Company held on Friday, 22 July 2005, ordinary
shareholders of the Company voted in favour of implementing certain proposals
relating to the introduction of direct, broad-based black ownership into the
Company. The proposals were implemented in the form of the issue of 41 268 130
new Nedbank Group Limited ordinary shares to a diverse group of black
stakeholders consisting of employees, clients, community interest groups,
non-executive directors and strategic black business partners (referred to
collectively as `BEE Partners`) (`the BEE Transaction`). The BEE Transaction
will result in the BEE Partners holding 9,33% of the issued share capital of
the Company post the BEE Transaction equating to 11,5% of the value of the
Company`s South African businesses.
One of the Nedbank Group`s strategies is to focus and grow its black retail
client base. The Nedbank Group identified the BEE Transaction as an opportunity
in its pursuit of this objective. The Company therefore allocated an aggregate
of R708 million worth of the new Nedbank Group Limited ordinary shares issued
in terms of the BEE Transaction for the exclusive benefit of existing and new
black retail clients of the Nedbank Group throughout South Africa. Existing and
new black retail clients of the Nedbank Group will be entitled to apply to
participate in the BEE Transaction through the Nedbank Eyethu Ownership Plan,
which is to be implemented through this offer for subscription.
1.2 Overview of the Nedbank Eyethu Ownership Plan
The Nedbank Eyethu Ownership Plan is an offer for subscription of 7 102 170
Nedbank Group Limited ordinary shares having a par value of R1,00 each in the
issued share capital of the Company. The Nedbank Eyethu Ownership Plan is being
offered in the Republic of South Africa only.
The Nedbank Eyethu Ownership Plan:
- at the end of the Lock-In Period, conditionally offers participants one
Bonus
Share for every three shares subscribed and paid for by them in terms of the
Nedbank Eyethu Ownership Plan;
- conditionally offers participants capital protection on their investment;
- is open to all existing and new black (as described in the Financial Sector
Charter) retail clients of Nedbank Limited (`Nedbank`), Peoples Bank, Old
Mutual Bank and Pick `n Pay Go Banking who are 18 years or older, and are South
African citizens who are residents of the Common Monetary Area (the Republic of
South Africa, the Republic of Namibia, the Kingdom of Lesotho and the Kingdom
of Swaziland); and
- affords participants the election of subscribing through the Lump Sum
Option,
the Buy as You Go Option or the Combination Option as described in paragraph
3.3 below.
The Offer Price will be the closing market price of Nedbank Group Limited
ordinary shares, as published by I-Net Bridge and quoted on the JSE, on the
last business day prior to the participants subscribing and paying for shares
in terms of the Nedbank Eyethu Ownership Plan.
Opening date of the Nedbank
Eyethu Ownership Plan (08:00) Monday, 15 August 2005
Closing date of the first allocation (15:00) Thursday, 15 September 2005
Closing date of the second allocation (15:00) Friday, 14 October 2005
Closing date of the third allocation and the
Nedbank Eyethu Ownership Plan (15:00) Tuesday, 15 November 2005
At the date of the listing of the new Nedbank Group Limited ordinary shares on
the JSE, issued in terms of the BEE Transaction, the authorised share capital
of the Company comprised 600 000 000 ordinary shares with a par value of R1,00
each. The issued share capital of the Company comprised 436 715 751 ordinary
shares with a par value of R1,00 each listed on the JSE.
9 469 560 Scheme Shares (including 2 367 390 Bonus Shares) were listed in the
Financials `Banks` sector, under the abbreviated name `Nedbank`, with effect
from the commencement of business on Monday, 8 August 2005. The 7 102 170
shares offered for subscription in terms of the Nedbank Eyethu Ownership Plan
will, once issued to participants (in the form of Subscription Shares in
replacement of their Allocated Offer Shares), and the 2 367 390 Bonus Shares,
rank pari passu (including voting and dividend rights) with existing ordinary
shares of the Company.
Subscription Shares and Bonus Shares will only be traded in electronic form on
the JSE. All participants who receive Subscription Shares and Bonus Shares on
the delivery date of the Nedbank Eyethu Ownership Plan will receive
dematerialised shares.
2. CONDITIONS FOR PARTICIPATION IN THE NEDBANK EYETHU OWNERSHIP PLAN
Salient conditions for participation in the Nedbank Eyethu Ownership Plan are:
- participants must be black as described in the Financial Sector Charter
(individuals of African, Coloured or Indian descent);
- participants must be citizens of the Republic of South Africa who are
residents of the Common Monetary Area (the Republic of South Africa, the
Republic of Namibia, the Kingdom of Lesotho and the Kingdom of
Swaziland);
- participants must be individuals who are 18 years or older;
- participants must be existing or new retail clients of the Nedbank Group
(Nedbank, Peoples Bank, Old Mutual Bank or Pick `n Pay Go Banking);
- participants will be required to comply with the Nedbank Eyethu Retail
Trust Deed (Masters Reference Number IT 5085/05) and the Rules of the
Nedbank Eyethu Ownership Plan (together the legal documents regulating
the Nedbank Eyethu Ownership Plan, copies of which can be obtained from
any Nedbank, Peoples Bank or Old Mutual Bank branch or the Company`s
website (www.nedbankgroup.co.za)); and
- participants will be required to:
- maintain a savings account, current account, transmission account or Mzansi
account (`Qualifying Account`) with Nedbank, Peoples Bank, Old Mutual Bank
or Pick `n Pay Go Banking for a period of 36 months from the date
participants first subscribe and pay for shares in terms of the Nedbank
Eyethu Ownership Plan (`Lock-In Period`); and
- comply with the Transaction Requirements over the Lock-In Period. The
Transaction Requirements require that during every rolling three-month
period that participant`s participate in the Nedbank Eyethu Ownership Plan,
at least 15 transactions are conducted through their Qualifying Account. Of
these 15 transactions, at least three transactions are to be deposits into
that Qualifying Account. Bank generated transactions, such as bank charges,
interest or VAT, will not count towards meeting the Transaction
Requirements.
3. THE NEDBANK EYETHU OWNERSHIP PLAN
3.1 Background
The Nedbank Eyethu Retail Trust subscribed for 9 469 560 of the new Nedbank
Group Limited ordinary shares (`Scheme Shares`) issued in terms of the BEE
Transaction at an issue price of R1,00 per share. The value of the Scheme
Shares is approximately R708 million.
In terms of the Nedbank Eyethu Ownership Plan, the Nedbank Eyethu Retail Trust
will offer 7 102 170 of these Scheme Shares to existing and new black retail
clients of the Nedbank Group (`Offer Shares`) and reserve 2 367 390 of these
Scheme Shares as bonus shares (`Bonus Shares`).
On subscription and payment for shares in terms of the Nedbank Eyethu Ownership
Plan, participants become beneficiaries in the Nedbank Eyethu Retail Trust in
respect of the same number of Offer Shares as equates to the shares subscribed
and paid-for by them. These paid-for Offer Shares will be known as Allocated
Offer Shares and participants will forthwith acquire a vested right to voting
and to receive dividends in respect of their Allocated Offer Shares.
3.2 Funding
The Nedbank Eyethu Retail Trust will fund the acquisition of the 9 469 560
Scheme Shares via a loan of approximately R9,5 million from an independent
financial institution. The independent financial institution funding will be
repaid from dividends received on unallocated Offer Shares, Bonus Shares,
ordinary shares received through capitalisation issues of the Company and any
other ordinary shares acquired by the Nedbank Eyethu Retail Trust in accordance
with the Nedbank Eyethu Retail Trust Deed and the Rules of the Nedbank Eyethu
Ownership Plan. The independent financial institution funding will be repaid in
the first year of the Nedbank Eyethu Retail Trust`s existence. The independent
financial institution will have security over all the Scheme Shares until the
independent financial institution funding has been repaid.
3.3 Participation options
Participants may participate in the Nedbank Eyethu Ownership Plan through one
of the following options:
- the Lump Sum Option (by subscribing and paying for shares through the
payment
of a once-off upfront lump sum amount of not less than R2 000 and not more than
R100 000);
- the Buy as You Go Option (by subscribing and paying for shares on a monthly
basis over the Lock-in Period through fixed automatic monthly payments of any
amount of not less than R50 and not more than R1 000 per month); or
- the Combination Option (a combination of the Lump Sum Option and the Buy as
You Go Option).
Participation in the Nedbank Eyethu Ownership Plan is limited to (in the
aggregate of) R100 000 per participant over the Lock-In Period to ensure that
as many black retail clients as possible are able to participate.
3.4 Allocation mechanics
Existing and new black retail clients of the Nedbank Group wanting to
participate in the Nedbank Eyethu Ownership Plan must complete the application
form attached to the Nedbank Eyethu Ownership Plan prospectus (copies of which
may be obtained from any Nedbank, Peoples Bank or Old Mutual Bank branch or at
the Company`s offices, 135 Rivonia Road, Sandown, 2196) and deliver the
completed application form to any Nedbank, Peoples Bank or Old Mutual Bank
branch or alternatively deliver it to the Company in an envelope marked
`Nedbank Group Limited: Nedbank Eyethu Ownership Plan` either by post (in the
prepaid Business Reply Service envelope enclosed in the prospectus or to PO Box
1144, Johannesburg, 2000) or by hand (135 Rivonia Road, Sandown, 2196).
Completed application forms will include the manner in which applicants wish to
subscribe for shares (through the Lump Sum Option, the Buy as You Go Option or
the Combination Option) and the value of shares for which they wish to
subscribe.
Based on the total value of applications received, the Company will allocate
Offer Shares to applicants and inform applicants of such allocation within
60-days of the relevant allocation period into which an applicant`s application
falls. Should the offer for subscription be over-subscribed, the Company will
allocate the Offer Shares on an equitable basis in its sole and absolute
discretion. There will be three allocations of Offer Shares during the term of
the offer for subscription. The closing dates of the three allocations are set
out in paragraph 3.12 below.
Together with the correspondence informing participants on the number of Offer
Shares they have been allocated, participants will receive payment instruction
forms which participants are to complete and return to the Nedbank Eyethu
Retail Trust. The payment instruction form will request participants to
indicate the dates on which they wish to make payment for their shares. On the
dates specified by participants, their Qualifying Accounts will be debited with
the Offer Price (as set out in paragraph 3.5 below) for the shares to be
acquired on that date.
3.5 Offer Price
The Offer Price for shares in the Nedbank Eyethu Ownership Plan will be
determined as follows:
3.5.1 Lump Sum Option
The price at which participants will subscribe and pay for shares in the
Nedbank Eyethu Ownership Plan will be determined with reference to the closing
market price of the Nedbank Group Limited`s ordinary shares as published by
I-Net Bridge and quoted on the JSE on the last business day prior to them
paying their lump sum to the Nedbank Eyethu Retail Trust.
3.5.2 Buy as You Go Option
The price at which participants will subscribe and pay for shares in the
Nedbank Eyethu Ownership Plan will be determined, in relation to each monthly
payment, with reference to the closing market price of the Nedbank Group
Limited`s ordinary shares as published by I-Net Bridge and quoted on the JSE on
the last business day prior to them making payment to the Nedbank Eyethu Retail
Trust in terms of their automatic monthly payment.
Participants electing this option may increase or decrease their automatic
monthly payments subject to the consent of the Company and the availability of
shares. Furthermore, participants in the Buy as You Go Option may pay up all
of the outstanding automatic monthly payments in a once-off lump sum payment
during the required Lock-In Period, depending upon the availability of shares.
3.5.3 Combination Option
The lump sum portion will be determined as described in paragraph 3.5.1 above
and the buy as you go portion will be determined as described in paragraph
3.5.2 above.
3.6 Lock-In Period and issue of Subscription Shares
In terms of the Lump Sum Option, the Lock-In Period will be calculated for a
period of 36 months from the date of a participant making their once-off
upfront lump sum payment.
In terms of the Buy as You Go Option, the Lock-In Period will be calculated for
a period of 36 months from the date of a participant making their first
automatic monthly payment.
In terms of the Combination Option, the Lock-In Period will be calculated for
a period of 36 months from the later of:
- the date a participant makes their once-off upfront lump sum payment; or
- the date a participant makes their first automatic monthly payment.
Participants will only be able to access their Allocated Offer Shares and Bonus
Shares (if any) at the end of the Lock-In Period. At the end of the Lock-In
Period, the Company will call back that many Scheme Shares in the Nedbank
Eyethu Retail Trust as equates to a participant`s Allocated Offer Shares. The
Company will then issue the same number of new ordinary shares (`Subscription
Shares`) to participants as equates to their Allocated Offer Shares. All
Subscription Shares will be allotted subject to the provisions of the Rules of
the Nedbank Eyethu Ownership Plan and the articles of association of the
Company and will rank pari passu in all respects with existing issued ordinary
shares.
At the end of the Lock-In Period (or the date of exit if a participant exits
the Nedbank Eyethu Ownership Plan earlier), the Company will open a Central
Securities Depository Participant (`CSDP`) account for each participant (that
has not informed the Company of their personal CSDP account details) at BoE
Trust Limited and the participant`s Subscription Shares (equal in number to the
said participants Allocated Offer Shares) and Bonus Shares (if any) will be
transferred to the relevant CSDP account. The cost of opening the CSDP account
will be for the account of the Company. Participants will only pay
Uncertificated Securities Tax on the transfer of their Bonus Shares from the
Nedbank Eyethu Retail Trust to their CSDP account, and not on their
Subscription Shares. Uncertificated Securities Tax will be levied at the then
prevailing rate (currently 0,25%) on the then market value of the Bonus Shares.
Should a participant exit the Nedbank Eyethu Ownership Plan during the Lock-In
Period, or if the participant is disqualified from the Nedbank Eyethu Ownership
Plan during the Lock-In Period, the said participants Subscription Shares
(equal in number to the said participants Allocated Offer Shares) will, at the
time of the exit or disqualification, be transferred to the CSDP account. In
such instances participants will not qualify for capital protection or Bonus
Shares.
If participants wish to sell their Subscription Shares and the Bonus Shares (if
any), or wish to transfer their Subscription Shares and the Bonus Shares (if
any) to another CSDP, they will need to contact BoE Trust Limited directly. The
Nedbank Eyethu Retail Trust will ensure that participants` account details at
BoE Trust Limited are sent to them together with all relevant contact details.
3.7 Capital protection
Participants will enjoy capital protection on the capital they invest in the
Nedbank Eyethu Ownership Plan provided that they comply with the Rules of the
Nedbank Eyethu Ownership Plan.
The capital protection mechanism provides that if, at the end of the Lock-In
Period, the combined market price of a participant`s Allocated Offer Shares and
Bonus Shares (if any) accruing to the participant is less than the capital
invested by the participant in the Nedbank Eyethu Ownership Plan, the
participant`s capital will be returned in cash in lieu of the participants
Allocated Offer Shares and Bonus Shares (if any). However, participants may
elect that they receive Subscription Shares (equal in number to their Allocated
Offer Shares) and Bonus Shares (if any) instead, in which case participants
will receive their Subscription Shares and Bonus Shares (if any) and not the
capital they invested.
No interest will accrue on the capital amounts invested by participants in the
Nedbank Eyethu Ownership Plan over the Lock-In Period, but participants will
participate in dividends distributed by the Company during that period on their
Allocated Offer Shares. Participants may not cede or transfer their rights to
third parties nor may they encumber their Allocated Offer Shares during the
Lock-In Period.
3.8 Dividends
Save as is required to settle the independent financial institution funding as
described in paragraph 3.2 above, the Nedbank Eyethu Retail Trust will be
required to elect to receive capitalisation shares on unallocated Offer Shares
and Bonus Shares and to forego any cash dividend alternative. From the outset
of the Nedbank Eyethu Ownership Plan, the trustees of the Nedbank Eyethu Retail
Trust will be required to make an election for the participants to receive a
cash dividend on the same number of Allocated Offer Shares as Scheme Shares.
Participants will receive cash dividends on the same number of Scheme Shares as
equates to their Allocated Offer Shares on the date the Company pays dividends
on its issued ordinary shares.
3.9 Voting rights
The Nedbank Eyethu Retail Trust has been set up so as to constitute a black
person for Financial Sector Charter purposes and is governed by independent
trustees. On initial participation in the Nedbank Eyethu Ownership Plan,
participants will elect three independent trustees from a list of incumbents.
The list of independent Trustees will be selected from amongst the trustees of
the remaining trusts in the BEE Transaction. The trustees of the Nedbank Eyethu
Retail Trust will hold and vote the same number of Scheme Shares as are vested
in participants in the form of Allocated Offer Shares in accordance with the
instructions received from the said participants, who will furnish their
instructions to the trustees prior to ordinary shareholders of the Company
voting on any corporate action. Should the trustees not receive a voting
instruction from a participant, the said participant`s Allocated Offer Shares
will not be voted in the corporate action.
The trustees will vote unallocated Offer Shares, Bonus Shares, capitalisation
shares and further ordinary shares of the Company held in the Nedbank Eyethu
Retail Trust for the benefit of the participants of the Nedbank Eyethu
Ownership Plan.
3.10 Breach and disqualification
Failure to:
- maintain a Qualifying Account and meet the Transaction Requirements as set
out in paragraph 2 above;
- comply with the Rules of the Nedbank Eyethu Ownership Plan; or
- maintain automatic monthly payments (in the case of participants
choosing the Buy as You Go Option or Combination Option);
- will constitute a breach by the participant.
The consequences of such a breach are that the Company, in consultation with
the trustees of the Nedbank Eyethu Retail Trust, will be entitled, in its
discretion, to require the participant to abide by the Rules of the Nedbank
Eyethu Ownership Plan or to disqualify the participant henceforth from the
Nedbank Eyethu Ownership Plan (in the latter event the Company will only issue
Subscription Shares to the Participant) and the participant will cease to
qualify for any Bonus Shares and for the capital protection described in
paragraph 3.7 above.
Participants electing the Buy as You Go Option will be contractually bound to
continue their automatic monthly payments for the duration of the Lock-In
Period unless they elect to exit the Nedbank Eyethu Ownership Plan (and forfeit
their Bonus Shares and their right to capital protection).
3.11 Consequences of disability or death
In the event of a participant becoming disabled, and the participant providing
the Nedbank Eyethu Retail Trust with proof thereof, the participant will have
the option of exiting the Nedbank Eyethu Ownership Plan at the date of
disability. Such disabled participants will still qualify for Bonus Shares and
capital protection.
In the event of the death of a participant, and the Nedbank Eyethu Retail Trust
receiving proof thereof, the participant`s estate may elect to continue
participating in the Nedbank Eyethu Ownership Plan or it may elect to exit.
Should the estate elect to exit, it will still qualify for Bonus Shares and
capital protection.
3.12 Time and date of the opening and closing of the Nedbank Eyethu
Ownership Plan
2005
Opening date of the Nedbank
Eyethu Ownership Plan (08:00) Monday, 15 August
Closing date of first allocation (15:00) Thursday, 15 September
Closing date of second allocation (15:00) Friday, 14 October
Closing date of third allocation and the
Nedbank Eyethu Ownership Plan (15:00) Tuesday, 15 November
Any changes to the above dates and times will be announced on SENS and
published in the South African press and lodged with the Registrar
of Companies.
3.13 Further information
Further information on the Nedbank Eyethu Ownership Plan is set out in the
detailed prospectus, the Nedbank Eyethu Retail Trust Deed and the Rules of the
Nedbank Eyethu Ownership Plan, copies of which may be obtained from:
- any Nedbank, Peoples Bank or Old Mutual Bank branch; or
- the Company`s offices in South Africa situated at 135 Rivonia Road,
Sandown, 2196.
Applicants may also call the central support helpline on 0860 555 130, e-mail
EyethuOwnershipPlan@nedbank.co.za or visit the Nedbank Group Limited`s website
(www.nedbankgroup.co.za) for further information.
4. BENEFITS OF THE NEDBANK EYETHU OWNERSHIP PLAN
The Nedbank Eyethu Ownership Plan offers participants:
- an opportunity to participate in the Nedbank Group Limited`s BEE
Transaction;
- an opportunity to acquire Nedbank Group Limited shares through the Lump
Sum Option, the Buy as You Go Option or the Combination Option;
- an opportunity to qualify for one Bonus Share for every three Allocated
Offer Shares held at the end of the Lock-In Period, provided the participant
has not been disqualified from the Nedbank Eyethu Ownership Plan;
- Capital protection if, at the end of the Lock-In Period, the market price
of
a participant`s Allocated Offer Shares and the Bonus Shares (if any) due to
them is less than the total capital they invested, provided the participant
has not been disqualified from the Nedbank Eyethu Ownership Plan; and
- dividends distributed by the Company on the same number of Scheme Shares as
equates to a participant`s Allocated Offer Shares in the period from the
date the participant pays for their Allocated Offer Shares up to the end of
the Lock-In Period, or the date of exit (in the case where a participant
exits the Nedbank Eyethu Ownership Plan prior to the expiry of the
Lock-In Period).
5. INFORMATION RELATING TO THE COMPANY
The Company is a bank holding company that, through its principal banking
subsidiary, Nedbank, and together with the other members of the Nedbank Group,
operates as one of the four largest banking groups in the Republic of South
Africa.
The Nedbank Group offers a wide range of wholesale and retail banking services
through three principal business clusters: Nedbank Retail, Nedbank Capital and
Nedbank Corporate. The principal services offered by the Nedbank Group comprise
retail, corporate and business banking, property finance, investment banking,
private banking, foreign exchange and securities trading. The Group also
generates income from credit card issuing and processing services, custodial
services, private equity, unit trust administration, asset management services
and bancassurance.
The Nedbank Group`s vision is to become Southern Africa`s most highly rated and
respected bank by its employees, clients, shareholders, regulators and
communities. This vision forms the basis of all the Group`s divisional
strategies, along with a strong focus on becoming more client-driven.
The Nedbank Group ascribes to a triple bottom line, in that it strives to be
economically viable, socially responsible and environmentally sound. Each of
these elements is considered when business decisions are made. In doing so, the
Group is not only managed soundly, but this also demonstrates the Group`s
commitment to being a driver of sustainable development on a far broader scale
than just in the Group.
The Nedbank Group had over 3,5 million retail and corporate clients at the end
of 2004. The Group`s headquarters are in Sandton, with large operational
centres in Cape Town and Durban, which are complemented by a regional network
of 501 retail bank branches located primarily in South Africa`s urban and
suburban areas, 262 retail outlets and 1 210 automated teller machines. In
addition, the Nedbank Group has 96 non-retail banking facilities located
primarily in Southern Africa. These facilities are operated through the
Company`s nine subsidiary and/or affiliated banks, as well as through branches
and representative offices in certain key global financial centres that serve
to meet the international banking requirements of the Nedbank Group`s South
African-based multinational clients.
The Company`s ordinary shares have been listed on the JSE since 1969.
6. DIRECTORS
The full names, ages, nationalities, addresses and qualifications of the
Company`s directors are set out below:
Warren Alexander Morten Clewlow (68)
(Non-executive Chairman) (South African) (appointed 2000)
Business address: Barlow Park, Katherine Street, Sandton, 2199
Qualifications: OMSG, CA(SA), DEcon (hc)
Professor Michael Mervyn Katz (60)
(Non-executive Vice-Chairman) (South African) (appointed 1997)
Business address: Edward Nathan (Proprietary) Limited, 150 West Street,
Sandown, 2196
Qualifications: BCom, LLB, LLM (Harvard Law School), LLD (hc)
Maduke Lot Ndlovu (53)
(Non-executive Vice-Chairman) (South African) (appointed 1994)
Business address: Nedbank Sandton, 135 Rivonia Road, Sandown, 2196
Qualifications: Dip LR (Unisa), MAP (Wits), EDP (North Western USA), AMP
(Harvard Business School)
Thomas Andrew Boardman (49)
(Chief Executive) (South African) (appointed 2002 as director and
10 December 2003 as Chief Executive)
Business address: Nedbank Sandton, 135 Rivonia Road, Sandown, 2196
Qualifications: BCom, CA(SA)
Christopher John Watkins Ball (65)
(Independent non-executive) (South African) (appointed 2002)
Business address: 4 Gardenia Lane, Constantia, 7800
Qualifications: Dip Juris, MA
Michael William Thomas Brown (39)
(Chief Financial Officer) (South African) (appointed 2004)
Business address: Nedbank Sandton, 135 Rivonia Road, Sandown, 2196
Qualifications: BCom, Dip Acc , CA(SA)
Richard Gray Cottrell (69)
(Independent non-executive) (South African) (appointed 2002)
Business address: 18 Rivonia Road, Illovo, 2196
Qualifications: CA(SA), FCA, SEP (Stanford)
Barry Erskine Davison (59)
(Independent non-executive) (South African) (appointed 2002)
Business address: 14th Floor, 55 Marshall Street, Johannesburg, 2001
Qualifications: BA (Law and Economics)
Nicholas Dennis (58)
(Independent non-executive) (British) (appointed 2002)
Business address: 3010 William Nicol Drive, Bryanston, 2191
Qualifications: BCom (Hons)
Professor Brian de L Figaji (60)
(Independent non-executive) (South African) (appointed 2002)
Business address: 118 Upper Kenridge Avenue, Durbanville, 7550
Qualifications: BSc (Eng), Dip Tertiary Edu Med, Ded
(Coventry University UK), DLitt (hc)
(California State University)
Robert Michael Head (46)
(Non-executive) (British) (appointed 2005)
Business address: Old Mutual plc , 5th Floor, Old Mutual Place,
2 Lambeth Hill, London, EC4V 4GG
Qualifications: BA (Oxon), ACA, ACII, FCIB
Johannes Bhekumuzi Magwaza (63)
(Independent non-executive) (South African) (appointed 1996)
Business address: 6th Floor, Corporate Place, Gardiner Street, Durban, 4001
Qualifications: BA, MA (Warwick, UK)
Mafika Edmund Mkwanazi (51)
(Independent non-executive) (South African) (appointed 2000)
Business address: 3rd Floor, 28 Harrison Street, Johannesburg, 2001
Qualifications: BSc (Maths), BSc (Elec Eng)
Julian Victor Frow Roberts (47)
(Non-executive) (British) (appointed 1999)
Business address: Old Mutual plc , 5th Floor, Old Mutual Place,
2 Lambeth Hill, London, EC4V 4GG
Qualifications: BA (Hons) (Stirling), FCA
Cedric Michael Langton Savage (66)
(Independent non-executive) (South African) (appointed 2002)
Business address: Amanzimnyama Hill, Tongaat, 4400
Qualifications: BSc (Eng), MBA, ISMP (Harvard)
James Harry Sutcliffe (49)
(Non-executive) (British) (appointed 2001)
Business address: Old Mutual plc , 5th Floor, Old Mutual Place,
2 Lambeth Hill, London EC4V 4GG
Qualifications: BSc , FIA
7. SHARE CAPITAL
7.1 Authorised and issued share capital
The authorised and issued share capital of the Company, before and after the
BEE Transaction, is set out below:
Before the issue in respect of the BEE Transaction Rm
Authorised share capital
600 000 000 ordinary shares of R1,00 each 600
Total issued share capital
395 447 621 ordinary shares(1) of R1,00 each 395
Share premium 9 976
Total issued share capital and share premium 10 371
After the BEE Transaction
Authorised share capital
600 000 000 ordinary shares of R1,00 each 600
Total issued share capital
436 715 751 ordinary shares(1) of R1,00 each 437
Share premium 10 699
Total issued share capital and share premium 11 136
(1) All the ordinary shares are listed on the JSE and are of one class,
namely ordinary shares of R1,00 each, and rank pari passu in all
respects. The new Nedbank Group Limited ordinary shares were issued in
terms of the resolutions passed by Ordinary Shareholders at a general
meeting of the Company held on Friday, 22 July 2005 to approve the BEE
Transaction.
7.2 Alterations to share capital
Details of the allotment and issue of ordinary shares for the years ended
31 December 2000, 2001, 2002, 2003 and 2004 are set out below:
Year ended 31 December
2000 2001 2002
Share capital R R R
Ordinary share capital
Authorised 280 000 000 280 000 000 350 000 000
600 000 000 (2003:
350 000 000; 2002:
350 000 000; 2001:
280 000 000; 2000:
280 000 000) ordinary
shares of R1,00 each
Issued 242 095 917 244 306 042 270 675 320
394 211 390 (2003:
274 754 425; 2002:
270 675 320; 2001:
244 306 042; 2000:
242 095 917) fully paid
up ordinary shares of
R1,00 each
Less: treasury shares (1 961 900) (2 301 900) (97 667)
arising from share
repurchases by subsidiary
of 240 000 (2003: nil;
2002: 97 667; 2001:
2 301 900; 2000:
1 961 900) fully paid
up ordinary shares
240 134 017 242 004 142 270 577 653
Year ended 31 December
2003 2004
Share capital R R
Ordinary share capital
Authorised 350 000 000 600 000 000
600 000 000 (2003:
350 000 000; 2002:
350 000 000; 2001:
280 000 000; 2000:
280 000 000) ordinary
shares of R1,00 each
Issued 274 754 425 394 211 390
394 211 390 (2003:
274 754 425; 2002:
270 675 320; 2001:
244 306 042; 2000:
242 095 917) fully paid
up ordinary shares of
R1,00 each
Less: treasury shares - (240 000)
arising from share
repurchases by subsidiary
of 240 000 (2003: nil;
2002: 97 667; 2001:
2 301 900; 2000:
1 961 900) fully paid
up ordinary shares
274 754 425 393 971 390
7.3 Controlling and major shareholders
So far as the Company is aware, the only ordinary shareholders holding more
than 5% of the Company`s ordinary shares are:
Shareholder Number of Percentage
name Ordinary Shares ownership
Old Mutual Life Assurance Company (South Africa)
Limited and associates 219 384 531 50,23%
Public Investment Corporation 22 525 507 5,16%
241 910 038 55,39%
The calculations above are based on 436 715 751 ordinary shares in issue,
after taking into account the maximum shares available in terms of the
Offer for Subscription.
8. LISTING ON THE JSE
The JSE has listed the new Nedbank Group Limited ordinary shares issued in
terms of the BEE Transaction, in the Financials `Banks` sector under the
abbreviated name `Nedbank`, with effect from the commencement of business on
Monday, 8 August 2005.
9. REGISTRATION OF PROSPECTUS AND SUPPORTING DOCUMENTS
A copy of the prospectus in English was registered by the Registrar of
Companies on Monday, 1 August 2005, as required by section 155(1) of the
Companies Act, together with:
- the letters of consent from the investment bank, BEE Transaction adviser
and
sponsor, corporate law advisers, independent reporting accountants and auditors
and lead sponsor consenting to act in the capacities stated and to their names
being included in the prospectus and confirming that such consent has not been
withdrawn as at the date of the prospectus;
- the written consents of the independent reporting accountants and auditors
to
the issue of the prospectus with their reports included in the form and context
in which they appear and confirming that such consents have not been withdrawn
as at the date of the prospectus;
- copies of the material contracts entered into by the Company in the three
years prior to the date of the prospectus; and
- a signed copy of the prospectus.
10. COPIES OF THE PROSPECTUS
Copies of the prospectus setting out the details of the Nedbank Eyethu
Ownership Plan (in English only) may be obtained during normal business hours
from Monday, 15 August 2005 to the close of business on Tuesday, 1 November
2005, from:
- any Nedbank, Peoples Bank or Old Mutual Bank branch; or
- the Company`s offices in South Africa situated at 135 Rivonia Road,
Sandown, 2196.
Sandton
Monday, 15 August 2005
Investment bank, BEE Transaction adviser and sponsor to the Company
Nedbank Capital
Corporate law advisers to the Company
Edward Nathan
Corporate Law Advisers
Edward Nathan (Proprietary) Limited
Registration No. 2004/005665/07
Lead Sponsor to the Company
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Limited
Independent reporting accountants and auditors to the Company
KPMG
Deloitte
Date: 15/08/2005 08:00:37 AM
Produced by the JSE SENS Department
