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Nampak Limited - Results Of Scheme And General Meetings
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
JSE code: NPK ISIN number: ZAE000004933
("Nampak" or "the Company")
RESULTS OF SCHEME AND GENERAL MEETINGS
1. INTRODUCTION
Shareholders are referred to the terms announcement published on SENS on 17
August 2005 and the circular to shareholders dated 7 September 2005, relating to
a 10% Black Economic Empowerment transaction ("BEE transaction").
2. RESULTS OF SCHEME AND GENERAL MEETINGS
The directors of Nampak are pleased to advise shareholders that:
- all resolutions proposed at the general meeting held on Thursday 29 September
2005 were passed by the requisite majority of shareholders entitled to vote; and
- the scheme of arrangement proposed by Nampak between Nampak and its
shareholders, other than Red Coral Investments 23 (Proprietary) Limited "(Red
Coral"), Nampak Black Management Trust and Nampak Employee Share Trust, in terms
of section 311 of the Companies Act No. 61 of 1973 ("the Act"), as amended ("the
scheme"), was approved by the requisite majority of shareholders, representing
99.7% of scheme participants present or represented at the scheme meeting held
on Thursday 29 September 2005.
The special resolutions passed at the general meeting ("special resolutions")
have been lodged with the Registrar of Companies ("the Registrar") for
registration.
3. FINALISATION OF THE FUNDING
Shareholders are advised that the total funding for the acquisition by Red Coral
of the preferred ordinary shares in Nampak have been finalised through the issue
of:
- A preference shares to Rand Merchant Bank, a division of FirstRand Bank
Limited for a consideration of R144 million; and
- B preference shares to:
a) Sanlam Capital Markets for a consideration of R50 million;
b) Sanlam Life for a consideration of R50 million; and
c) Makalani Holdings Limited for a consideration of R44 million.
4. CONDITIONS PRECEDENT
All the conditions precedent relating to the BEE transaction have been met.
The following conditions precedent relating to the scheme are still outstanding:
the scheme being sanctioned by the High Court of South Africa (Witwatersrand
Local Division) ("the Court"); and
a certified copy of the Order of the Court sanctioning the scheme, being duly
registered by the Registrar of Company in terms of the Act.
5. SALIENT DATES
Shareholders" attention is drawn to the salient dates detailed below.
2005
Court hearing to sanction the scheme Tuesday 11
October
Announcement of Court sanction of the Tuesday 11
scheme released on SENS October
Announcement of Court sanction of the Wednesday 12
scheme published in the press on or October
about
If the scheme is sanctioned:
Last day to trade for ordinary Friday 21
shareholders to be eligible to October
receive the scheme consideration
Shares trade "ex" the scheme under Monday 24
the new ISIN ZAE000071676 October
Record date on which ordinary Friday 28
shareholders must be recorded in the October
register of members of Nampak in
order to receive the scheme
consideration by
Operative date of the scheme at the Monday 31
commencement of trading October
Scheme consideration and balance of Monday 31
ordinary share certificates posted to October
certificated scheme participants (if
documents of title are received on or
prior to the consideration record
date) on or about
Dematerialised scheme participants Monday 31
have their accounts held at their October
CSDP or broker credited with the
scheme consideration on
Note that these dates and times are subject to change. Any material change will
be released on SENS and published in the press. Any reference to time is a
reference to South African time.
6. FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court and
the fulfillment of the remaining conditions precedent and any update to the
salient dates relating to the implementation of the scheme will be published on
SENS on or about Tuesday 11 October 2005 and in the press on or about Wednesday
12 October 2005.
Sandton
29 September 2005
Merchant bank, Legal advisers Reporting
transaction to the funders accountants and
adviser, arranger Tugendhaft auditors
of funding and Wapnick Deloitte & Touche
transaction Banchetti & Registered
sponsor to Nampak Partners Accountants and
RAND MERCHANT BANK Auditors
(A division of
FirstRand Bank
Limited)
Legal advisers to Lead sponsor to Independent expert
Nampak Nampak Deloitte & Touche
Edward Nathan Deloitte & Corporate Finance
Touche Sponsor
Services
Date: 29/09/2005 04:57:08 PM Produced by the JSE SENS Department
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