Nedcor
24 June 2002
Nedcor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED ISIN: ZAE000004875
('Nedcor')
BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
Share code: BOE ISIN: ZAE000014890
('BoE' or 'the Company')
Results of Share Scheme Meeting and Extraordinary General Meeting
1. INTRODUCTION
BoE shareholders are advised that at the share scheme meeting held at 10:00
on Monday, 24 June 2002 a majority of 98,04% of BoE shareholders present in
person or represented by proxy (which is in excess of the requisite majority)
approved, without modification, the scheme of arrangement in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ('the Act')
proposed by Nedcor, between BoE and its shareholders in terms of which Nedcor
will acquire all the issued BoE shares ('the share scheme').
BoE shareholders are also advised that at the extraordinary general meeting
held at 09:00 on Monday, 24 June 2002, the requisite majority of BoE
shareholders approved the terms of the scheme of arrangement in terms of section
311 of the Act, proposed by Nedcor between the Company and the holders of its
convertible debentures issued under The BoE Group 1998 Employee Incentive
Scheme, in terms of which Nedcor will acquire all such convertible debentures in
issue from the holders thereof.
In terms of the share scheme, holders of BoE shares are entitled, subject to
the Exchange Control Regulations of the South African Reserve Bank ('the SARB')
and the fulfilment of the outstanding conditions precedent set out below, to
receive R290,00 in cash and 0,48544 Nedcor ordinary shares ('the Nedcor
consideration shares') per 100 BoE shares held ('the share scheme
consideration').
2. OUTSTANDING CONDITIONS PRECEDENT
The implementation of the share scheme is conditional upon the fulfilment of
the following outstanding conditions precedent:
* Nedcor not exercising or waiving its rights to withdraw from the share scheme
in the event of BoE permitting any competing offeror to conduct a more extensive
due diligence than conducted by Nedcor prior to the sanction of the share scheme
by the High Court of South Africa (Cape of Good Hope Provincial Division) ('the
Court');
* the sanction of the share scheme by the Court and registration of the Order of
Court sanctioning the share scheme by the Registrar of Companies; and
* the receipt of such other regulatory approvals as may be required for the
implementation of the share scheme.
Share scheme members are entitled to attend at the Court in person, or to be
represented by counsel, and to be heard concerning any objections they may have
in respect of the sanctioning of the share scheme.
Apart from the above conditions precedent, all other outstanding conditions
precedent relating to the share scheme have been fulfilled.
3. SALIENT DATES AND TIMES
2002
Court hearing to sanction the share scheme on Tuesday, 2 July
Last day to trade in BoE shares on the JSE Securities
Exchange South Africa (JSE) in order to be registered
by the record date to receive the share scheme
consideration on Wednesday, 3 July
Suspension of listing of BoE shares at the commencement
of trade on the JSE on Thursday, 4 July
Listing of the Nedcor consideration shares on the JSE at
the commencement of trade on the JSE on Thursday, 4 July
Record date on which BoE shareholders must be registered
to receive the share scheme consideration by the close
of trade on the JSE on Wednesday, 10 July
Termination of the listing of BoE shares on the JSE at
the commencement of trade on the JSE on Thursday, 11 July
Operative date of the share scheme at the commencement
of trade on the JSE on Thursday, 11 July
Share scheme consideration posted to share scheme
participants who have not dematerialised their scheme
shares (if documents of title are received on or prior
to the record date) from Thursday, 11 July
Or, failing receipt of documents of title on or before
the record date, within five business days of receipt
thereof by the transfer secretaries Share scheme
consideration transferred to the Central Security
Depository Participant ('CSDP') or broker, as the
case may be, of share scheme participants who have
dematerialised their scheme shares from Thursday, 11 July
The announcement dated Monday, 3 June 2002 and the documents posted on
Saturday, 1 June 2002 in respect of the share scheme indicated that the Nedcor
consideration shares on the JSE will be listed at the commencement of trade on
the JSE on Thursday, 11 July 2002. The date for listing of the Nedcor
consideration shares has been changed to Thursday, 4 July 2002, as indicated
above.
These dates and times may be changed by mutual agreement between Nedcor and
BoE. Any such change will be published in the press and announced on SENS.
4. SURRENDER OF BoE DOCUMENTS OF TITLE AND SETTLEMENT OF THE SHARE SCHEME
CONSIDERATION
Share scheme participants whose scheme shares have been dematerialised need
not take any action as the collection and distribution of the share scheme
consideration should be handled by their CSDP or broker in terms of the custody
agreement entered into between the share scheme participant and the CSDP or
broker, as the case may be.
Share scheme participants who have not yet dematerialised their BoE shares
must return the completed form of surrender (yellow) included in the circular
posted to BoE shareholders on Saturday, 1 June 2002 together with the relevant
documents of title (in negotiable form), at their own risk, to be received by
the transfer secretaries, Computershare Investor Services Limited, care of
Georgeson Shareholder Communications SA (Pty) Limited ('Georgeson Shareholder'),
The SMG Building, 108 Johan Avenue, Sandton (PO Box 652000, Benmore, 2010) in
order to receive the share scheme consideration. Subject to the Exchange Control
Regulations of the SARB, the share scheme consideration will be posted by
registered post to such share scheme participants, at their risk, to their
addresses as reflected in the register of shareholders of BoE. If the form of
surrender (yellow) together with the relevant documents of title (in negotiable
form) have been delivered to the transfer secretaries by the record date, then
the share scheme consideration will be posted within five business days of the
operative date of the share scheme, failing which, within five business days of
receipt thereof by the transfer secretaries.
The share scheme consideration will not be sent to share scheme participants
who have not yet dematerialised their scheme shares unless and until documents
of title in respect of the relevant BoE shares have been surrendered to the
transfer secretaries as set out above.
A further form of surrender will be included in a circular to be posted to
BoE shareholders on the operative date of the share scheme.
BoE shareholders are referred to the terms of the share scheme as set out in
the circular dated 1 June 2002 sent to shareholders and copies of which are
available for inspection at the registered office of BoE (BoE, Clock Tower
Precinct, V&A Waterfront, Cape Town, 8001) during normal business hours.
BoE SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE CONTENT
TO WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY GEORGESON
SHAREHOLDER ON 0800 202 361.
Johannesburg
Cape Town
24 June 2002
Investment bank and sponsor to Nedcor
Nedcor Investment Bank
Joint independent advisers to BoE*
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
Goldman Sachs
*Goldman Sachs International and UBS Warburg are acting for BoE and no one
else in connection with this matter and will not be responsible to any other
person for providing the protections afforded to clients of Goldman Sachs
International and UBS Warburg or for providing advice in relation to this matter
Corporate law advisers and consultants to Nedcor
Edward Nathan & Friedland
Corporate Law advisers & consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Lead sponsor to BoE
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Member of the JSE Securities Exchange South Africa)
(Registration number 1995/011140/07)
Legal advisers to BoE
Sonneberg Hoffmann & Galombik
Lead sponsor to Nedcor for this share scheme
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Limited
Registration number 1995/001805/07
Registered sponsor and Member of the
JSE Securities Exchange South Africa
Merchant bank to BoE
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Auditors and reporting accountants to
BoE and joint auditors to Nedcor
Deloitte & Touche
Joint auditors to Nedcor
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Information agent
Georgeson Shareholder Communications SA (Pty) Ltd
Postal Address: PO Box 652000, Benmore, 2010
Physical Address: 108 Johan Avenue, Sandton
Registration number 2000/003204/07
Transfer secretaries
Computershare Investor Services Limited
(Registration number 1958/003546/06)
This information is provided by RNS
The company news service from the London Stock Exchange