| Mon 26 Jun 2006, 13:14 | | Nampak Limited - Payment from share premium |
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NPK
NPK
Nampak Limited - Payment from share premium
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/008070/06)
Share code: NPK & ISIN: ZAE000071676
("Nampak" or "the Company")
PAYMENT FROM SHARE PREMIUM
1. Introduction and rationale
Nampak shareholders ("shareholders") are referred to the announcement, dated 25
May 2006, containing Nampak"s interim report for the six months ended 31 March
2006, in which shareholders were advised of the Company"s intention to effect a
capital reduction of approximately R196 million by way of a payment from the
share premium account in terms of section 90 of the Companies Act No 61 of 1973,
as amended, ("the distribution"). The board of directors is of the opinion that
the current level of capital of the Company is surplus to the requirements of
the Company and therefore believes that the distribution to ordinary
shareholders is appropriate.
2. Details of the distribution
Subject to the condition precedent set out in paragraph 3 below, a cash
distribution of R0.30 per ordinary share will be made to ordinary shareholders
registered as such at the close of business on Friday, 28 July 2006. Payment
will be effected on Monday, 31 July 2006.
3. Condition precedent
The distribution is conditional upon the approval of the requisite majority of
shareholders at the general meeting of Nampak, details of which are set out in
paragraph 5 below.
4. Circular to shareholders
A circular containing full details of the distribution ("the circular") was
posted to shareholders today, Monday 26 June 2006.
5. General meeting
The general meeting of shareholders will be held at Nampak Centre, 114 Dennis
Road, Atholl Gardens, Sandton on Friday 14 July 2006 at 10:00 to consider and,
if deemed fit, pass, with or without modifications, the resolutions required to
approve the payment from share premium and to obtain a general authority to
distribute to shareholders any share capital and reserves of the Company in
terms of section 90 of the Companies Act No 61 of 1973, as amended. The notice
convening the general meeting and a form of proxy is included with the circular
which was posted to shareholders today, Monday, 26 June 2006.
6. Pro forma financial effects of the distribution
The table below sets out the unaudited pro forma financial effects of the
distribution on a shareholder, based on the assumptions set out below. The pro
forma financial effects are provided for illustrative purposes only and, because
of their nature, may not be a fair reflection of Nampak"s financial position
after the distribution, nor of its future earnings. The pro forma information
is the responsibility of the Nampak board of directors.
Actual Adjust- Pro forma Percen-
before ments after the tage
the distri- change
distri- bution
bution
Rm Rm Rm
Net profit for the period 478.3 (4.1) 474.2 (0.9)
attributable to equity holders
Headline earnings for the period 477.7 (4.1) 473.6 (0.9)
Non-current assets 5 822.6 - 5 822.6 -
Net current assets 1 091.7 (164.5) 927.2 (15.1)
Total net assets 6 914.3 (164.5) 6 749.8 (2.4)
Capital and reserves 4 805.6 (164.5) 4 641.1 (3.4)
Non-current liabilities 2 108.7 - 2 108.7 -
Total equity and liabilities 6 914.3 (164.5) 6 749.8 (2.4)
Number of shares in issue (000) 684 434
Number of shares in issue - net 580 080
of treasury shares (000)
Weighted average number of 579 126
ordinary shares on which headline
earnings and basic earnings per
share are based (000)
Weighted average number of 583 081
ordinary shares on which diluted
headline earnings and diluted
basic earnings per share are
based (000)
Basic earnings per share (cents) 82.5 81.7 (0.8)
Fully diluted earnings per share 82.0 81.3 (0.9)
(cents)
Headline earnings per ordinary 82.5 81.8 (0.8)
share (cents)
Fully diluted headline earnings 81.9 81.2 (0.9)
per share (cents)
Basic earnings per share (cents) 82.6 81.9 (0.8)
Net asset value per share (cents) 828 800 (3.4)
Tangible net asset value per 651 623 (4.3)
share (cents)
Notes:
Extracted from the published unaudited results for the six months ended 31
March 2006.
Adjustments to net asset value per share and tangible net asset value per
share have been made on the assumption that the distribution was effected
on 31 March 2006.
Adjustments to the earnings and headline earnings per share have been made
on the assumption that the distribution was effected on 1 October 2005.
The effect on net asset value and tangible net asset value has been based
on 580 080 011 ordinary shares in issue net of treasury shares.
The distribution will be funded out of the group"s cash resources.
7. Salient dates and times
The salient dates and times of the payment from share premium are as follows:
2006
Last day for lodging of forms of proxy with the
share registrars by 10:00 on Wednesday 12 July
General meeting of shareholders at 10:00 on Friday 14 July
Announcement of results of the general meeting
on SENS Friday 14 July
Announcement of results of the general meeting
in the press Monday 17 July
Last day to trade cum cash distribution Friday 21 July
Shares trade ex distribution Monday 24 July
Record date to receive the distribution Friday 28 July
Payment made to ordinary shareholders Monday 31 July
Share certificates may not be dematerialised or rematerialised between Monday 24
July 2006 and Friday 28 July 2006, both days inclusive.
Note:
These dates and times are subject to amendments. Any such amendments will
be announced on SENS.
Sandton
26 June 2006
Sponsor:
UBS South Africa (Pty) Limited
Auditors and Reporting Accountants:
Deloitte & Touche
Date: 26/06/2006 01:14:18 PM Produced by the JSE SENS Department
