Nedbank - specific repurchase of ordinary shares

In line with Nedbank Group's long-standing commitment to transformation, the Company introduced Nedbank Group's Namibian broad-based black economic empowerment ('BEE') transaction in 2006 ('the Namibian BEE Transaction'). The Namibian BEE Transaction facilitated broad-based black Namibian ownership equating to 11,13% of the then value of NedNamibia Holdings Limited ('NedNamibia Holdings'). The Namibian BEE Transaction was designed to accelerate operational transformation, extending to employment equity, client acquisition and strategies for underserved markets, to benefit a broad base of black Namibians throughout the country, including employees, entrepreneurs and communities.

The Namibian BEE Transaction was implemented before the finalisation of the Namibian Financial Sector Charter of 2009 as part of a proactive, industry-led initiative to transform the financial services sector. It was based on Nedbank Group's comprehensive, overarching approach to transformation in alignment with principles of Nedbank Group's South African BEE transaction approved by shareholders in 2005.

The introduction of broad-based black Namibian ownership into NedNamibia Holdings in 2006 was effected by the issue of new Nedbank Group ordinary shares ('Shares') to various black stakeholders, including among others:
*strategic business partners comprising Central Consortium SPV Three Investments Proprietary Limited ('Central Consortium SPV'), Coastal Consortium SPV Three Investments Proprietary Limited ('Manmar SPV') and the Northern Empowerment SPV Three Investments Proprietary Limited ('Northern Empowerment Investments SPV') (collectively 'the Strategic Business Partner SPVs');
*strategic community partners comprising the Southern Consortium SPV Three Investments Proprietary Limited ('Churches SPV') and the Eastern Consortium SPV Three Investments Proprietary Limited ('WAD SPV') (collectively 'the Strategic Community Partner SPVs');
*an education trust, being the Old Mutual and Nedbank Namibia Education Trust ('Education Trust'); and
*the NedNamibia Holdings Discretionary Trust ('NedNamibia Holdings Discretionary Trust') in support of future long-term strategic initiatives.

The Strategic Business Partner SPVs, the Strategic Community Partner SPVs, the Education Trust and the NedNamibia Holdings Discretionary Trust are collectively referred to as 'External Stakeholder SPVs'. This announcement outlines various transactions that will result in the rationalisation of the External Stakeholder SPVs in accordance with the constitutional documents of the Namibian BEE Transaction. The rationalisation will include the winding up of existing schemes that have reached their maturity dates and will result in the realisation of value for various BEE stakeholders.

Specific Repurchase
As part of the process of terminating components of the original Namibian BEE Transaction, Nedbank Group will repurchase a number of Shares held by the External Stakeholder SPVs, based on formulas that were originally agreed on as part of the Namibian BEE Transaction ('the Specific Repurchase').

Impact of the Specific Repurchase on financial information
The Specific Repurchase has no significant impact on the consolidated financial position of Nedbank Group other than:
*Before the Specific Repurchase the External Stakeholder SPVs held 726 502 Shares, which were reported as treasury Shares. A total of 552 246 of these Shares will be repurchased from the External Stakeholder SPVs, cancelled and delisted. After the Specific Repurchase 140 915 of the remaining Shares in the External Stakeholder SPVs will no longer be accounted for as treasury Shares.
* After the Specific Repurchase the number of issued Shares will decrease by 552 246 Shares to 498 108 914 Shares.
*The Specific Repurchase will result in a total consideration payable by Nedbank Group of R 661 758. The NedNamibia Holdings Discretionary Trust will continue to be consolidated into Nedbank Group's financial information after the Specific Repurchase. Therefore the net cash outflow from Nedbank Group will be R 580 305.
*The effect of the Specific Repurchase on the Shares and diluted Shares will be accounted for in Nedbank Group's financial results from 8 June 2017.

Salient dates of the Specific Repurchase
The salient dates for the Specific Repurchase are as follows:
*Specific Repurchase of a total of 552 246 Shares from the Trusts, on or about Thursday, 8 June 2017
*Cancellation and delisting of 552 246 Shares, on or about Thursday, 15 June 2017

2017-06-01 08:15:21