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JSE NBKP
NBKP
NBKP - Nedbank - Salient terms and conditions announcement relating to the
April 2007 issue of Nedbank Preference Shares
NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE share code: NBKP
ISIN: ZAE000043667
("Nedbank" or the "Company")
SALIENT TERMS AND CONDITIONS ANNOUNCEMENT RELATING TO THE APRIL 2007 ISSUE
OF NEDBANK PREFERENCE SHARES
1. Introduction
Investors are referred to the Nedbank announcement dated 19 February
2007 wherein the Company announced its intention, subject to prevalent
market conditions, to issue up to R1 billion of non-core Tier 1
perpetual, non-cumulative, non-redeemable, non-participating Nedbank
preference shares ("Nedbank preference shares") in April 2007 ("the
issue"). The purpose of this announcement is to provide potential
investors with further information regarding the issue.
The issue will rank pari passu with Nedbank preference shares already
in issue.
2. Potential effects of the proposed changes in secondary tax on
companies and the taxation of dividends on Nedbank preference shares
Investors are further referred to the Nedbank announcement dated
1 March 2007 wherein the Company set out the potential effects of the
proposed changes in secondary tax on companies and the taxation of
dividends on Nedbank preference shares as announced in the 2007 budget
speech.
In essence, the Company will propose grossing up the preference share
dividend. The gross up will be the lower of the benefit the Company
will gain as a result of the abolition of secondary tax on companies
or a sufficient increase in the preference share dividend such that
the preference shareholders receive the same dividend after tax as
they currently receive, immediately after the introduction of the
withholding tax.
The proposed amendments to the terms of the Nedbank preference shares
will require board approval, the passing of the required special
resolution/s by the members of the Company (including a separate
Nedbank preference shareholders meeting as their rights will be
directly affected) as well as possible regulatory approval once the
amendments have been promulgated.
3. Pricing of the issue
The Nedbank preference shares will pay a dividend at an effective 75%
of the prime interest rate.
4. Minimum subscription amount
Nedbank intends to privately place the issue with investors based on a
minimum subscription amount of R100 000.
Potential investors are encouraged to contact their stock brokers,
bankers or professional advisers after the opening of private
placement should they wish to participate in the issue.
5. Salient dates and times relating to the issue
Opening date of private placement (09:00)
Monday, 19 March 2007
Closing date of private placement (12:00)
Tuesday, 3 April 2007
Listing of preference shares
Monday, 16 April 2007
These dates and times are subject to amendment and any such amendment
will be released on SENS and published in the South African press.
6. Listing of Nedbank preference shares
The company will make application for the listing of the Nedbank
preference shares on the JSE Limited in due course.
For further information, please contact:
Markus Borner, Group Capital Management
Tel: +27 (0)11 295 8616
e-mail: markusb@nedbank.co.za
Mike Brown, Group Finance Director
Tel: +27 (0)11 294 9999
e-mail: mikeb@nedbank.co.za
Sandton
14 March 2007
Investment bank and arrangers:
Nedbank Capital, a division of Nedbank
Sponsors:
Investec Bank Limited
Date: 14/03/2007 08:49:29 Produced by the JSE SENS Department.
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