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Nedcor (83IS)

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Wednesday 26 June, 2002

Nedcor

Terms of Claw-back Offer

Nedcor
26 June 2002

Nedcor Limited

   (Incorporated in the Republic of South Africa)
   (Registration number 1966/010630/06)
   JSE share code: NED   ISIN: ZAE000004875
   ('Nedcor' or 'the Company')

Terms of the Claw-back Offer

1. Introduction

   Shareholders of Nedcor are referred to the announcement dated 19 June 2002,
setting out the intention of the board of directors of Nedcor to implement a
renounceable claw-back offer ('Claw-back Offer') to Nedcor shareholders. Nedcor
will raise R421 701 258 through the subscription by Old Mutual (South Africa)
Limited or any of its wholly-owned subsidiaries ('Old Mutual') for 3 269 002 new
ordinary shares in Nedcor ('New Ordinary Shares'). Nedcor shareholders will then
have the right to acquire their pro rata portion of the New Ordinary Shares on
the terms set out in paragraph 4 below.

2. Background

   A claw-back offer effectively amounts to a fully underwritten 'reverse'
rights offer in that the claw-back offer proceeds are paid to the Company by one
investor, in this case Old Mutual, against the allotment of new shares in the
Company. The claw-back offer then affords the Company's shareholders the
opportunity to 'claw-back' the shares thus allocated through an entitlement in
proportion to their existing shareholdings or to renounce such right to a
renouncee. Shares not acquired pursuant to the claw-back offer remain with the
investor, in this case Old Mutual.

   The Claw-back Offer constitutes a part of the financing arrangements put in
place to enable Nedcor to acquire the entire issued share capital of BoE Limited
('BoE'). Details of the acquisition of BoE by Nedcor by way of a scheme of
arrangement (the 'BoE Scheme') in terms of section 311 of the Companies Act, No
61 of 1973, as amended, proposed by Nedcor between BoE and its shareholders are
set out in a circular to Nedcor shareholders dated 10 June 2002.

3. Subscription by Old Mutual

   Nedcor will raise R421 701 258, before expenses, through the subscription by
Old Mutual for the right to be allotted 3 269 002 New Ordinary Shares at 12 900
cents per share.

   The application price of 12 900 cents per share ('the Subscription Price') is
the closing price of Nedcor shares, as quoted on the JSE Securities Exchange
South Africa ('the JSE') on Friday, 19 April 2002, being the last trading day
prior to the announcement of the BoE Scheme. Shareholders are advised that the
Subscription Price exceeds Nedcor's current share price of 11 880 cents (the
closing price of Nedcor shares on 25 June 2002).

   Old Mutual currently holds 130 560 916 Nedcor shares (excluding the New
Ordinary Shares), representing 52,88% of Nedcor's issued share capital and
consequently, will be entitled to retain 1 733 822 of the New Ordinary Shares.

4. Terms of the Claw-back Offer

   In terms of the Claw-back Offer, Nedcor offers for subscription by way of
letters of allocation to its shareholders recorded in the register as such on
Wednesday, 10 July 2002 (the 'Record Date'), a total of 3 269 002 New Ordinary
Shares at an issue price of 12 900 cents per share, payable in full on
acceptance in the currency of South Africa in the ratio of 1,32408 New Ordinary
Shares for every 100 shares held on the Record Date. BoE shareholders who,
subject to the BoE Scheme becoming unconditional, will receive Nedcor
consideration shares pursuant to the BoE Scheme, will not be recorded as
shareholders of Nedcor on the Record Date and will thus not participate in the
Claw-back Offer.

   A total of 3 269 002 New Ordinary Shares will therefore be allotted, of which
1 733 822 shares will be unconditionally allotted and credited to Old Mutual's
Central Securities Depository Participant ('CSDP'). Once the Claw-back Offer has
closed, Old Mutual's CSDP will be credited with the balance of the New Ordinary
Shares not applied for by the other Nedcor shareholders and their renouncees and
the subscription price will be refunded to Old Mutual in respect of those shares
for which acceptances and payments are received from such shareholders or their
renouncees under the Claw-back Offer.

   The New Ordinary Shares to be allotted in terms of the Claw-back Offer will,
upon allotment and issue, rank pari passu with the previously issued ordinary
shares of Nedcor.

5. Salient dates

   The dates and time of the Claw-back Offer are as follows:
                                                                        2002

Last day to trade in Nedcor shares to settle by the record date and
  hence qualify to participate in the Claw-back Offer
  (cum entitlement) on                                     Wednesday, 3 July

Listing of letters of allocation on the JSE from the
  commencement of trade on                                  Thursday, 4 July

Nedcor shares commence trading ex-Claw-back Offer
  participation on the JSE on                               Thursday, 4 July

Record date in order to be entitled as a shareholder to
  participate in the Claw-back Offer on                   Wednesday, 10 July

Subscription by Old Mutual for New Ordinary Shares on     Wednesday, 10 July

Claw-back Offer opens at the commencement of trade on
  the JSE and circular and form of instruction in respect
  of letters of allocation ('forms of instruction'),
  where applicable, mailed to entitled shareholders on     Thursday, 11 July

Last day for trading in letters of allocation on the JSE
  in order to settle by Thursday, 8 August 2002 on        Thursday, 1 August

Listing of New Ordinary Shares on the JSE from
  commencement of trading on                                Friday, 2 August

Claw-back Offer closes and payment and forms of instruction
  to be received by the transfer secretaries by
  no later than 14:30 on                                  Thursday, 8 August

Final date for acceptance of forms of instruction and
  payment of the subscription price (see note below) on   Thursday, 8 August

Entitlements in terms of the Claw-back Offer
  available/posted and CSDP accounts credited with shares
  and debited with payment on                              Monday, 12 August

Note:

   Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the Claw-back Offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his or her CSDP or broker.

6. Conditions precedent

   The Claw-back Offer is conditional upon:

* the Cape of Good Hope Provincial Division of the High Court sanctioning the
BoE Scheme, the Order of Court being registered by the Registrar of Companies
('the Registrar') and the BoE Scheme becoming unconditional; and

* to the extent necessary, the registration by the Registrar of the Claw-back
Offer documentation.

   An announcement will be published on SENS on or about Wednesday, 3 July 2002
if these conditions precedent are not fulfilled or if the time for their
fulfilment is to be extended.

7. Listings

   Subject to the fulfilment of the conditions precedent set out in paragraph 6
above, the JSE has granted listings for:

* the letters of allocation from the commencement of trade on the JSE on
Thursday, 4 July 2002 to the close of trade on the JSE on Thursday, 1 August
2002; and

* the New Ordinary Shares from the commencement of trade on Friday, 2 August
2002.

8. Documentation and further announcement

   Subject to the fulfilment of the conditions precedent set out in paragraph 6
above, the Claw-back Offer circular and the forms of instruction in respect of
the letters of allocation will be mailed to Nedcor shareholders on Thursday, 11
July 2002. A further announcement will be made on or about Monday, 12 August
2002, setting out the results of the Claw-back Offer.

   Johannesburg
   26 June 2002
Investment bank and joint sponsor
  Nedcor Investment Bank
Corporate law advisers and consultants
  Edward Nathan & Friedland (Pty) Ltd
  Corporate Law advisers & consultants
  (Registration number 1999/026464/07)
Joint sponsor
  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 Securities Exchange South Africa
Subscriber to the Claw-back Offer
  Old Mutual


                      This information is provided by RNS
            The company news service from the London Stock Exchange
 END

MSCFFMRTMMATBLT                                                                                                                                                                                                                                           

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