NEDBANK GROUP LIMITED - Nedbank Group to Proceed with an Odd-Lot Offer to Nedbank Group Shareholders Holding Less than 100 Shares

Nedbank Group to Proceed with an Odd-Lot Offer to Nedbank Group Shareholders Holding Less than 100 Shares

NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(‘Nedbank Group’ or the ‘Company’)


NEDBANK GROUP TO PROCEED WITH AN ODD-LOT OFFER TO NEDBANK GROUP
SHAREHOLDERS HOLDING LESS THAN 100 NEDBANK GROUP SHARES


Introduction and rationale

Nedbank Group ordinary shareholders (‘Nedbank Group Shareholders’) are referred to the annual
results for the year ended 31 December 2022, published on Stock Exchange News Service (‘SENS’) of
the JSE Limited (the ‘JSE’) on Tuesday, 7 March 2023. In that announcement, Nedbank Group
Shareholders were advised of the Company’s intention to potentially pursue an odd-lot offer as part of
its surplus capital optimisation initiative. An odd-lot offer is an offer by Nedbank Group to repurchase
Nedbank Group ordinary shares (‘Nedbank Group Shares’) from Nedbank Group Shareholders
holding less than 100 Nedbank Group Shares (‘Odd-lot Holdings’) (‘Odd-lot Holders’), which will have
the added benefit of reducing Nedbank Group’s administrative costs associated with a large
shareholder register, whilst providing a liquidity event for Odd-lot Holders.

The board of directors of Nedbank Group (the ‘Board’) has resolved to proceed with the implementation
of an odd-lot offer to repurchase the Odd-lot Holdings from the Odd-lot Holders at a 5% premium to the
10-day volume weighted average price (‘VWAP’) of a Nedbank Group Share at the close of business
on Monday, 19 June 2023 (‘Offer Price’) (‘Odd-lot Offer’).

Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the
Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SAST) on Friday, 30
June 2023 will automatically be regarded as having elected and accepted to dispose of their
Odd-lot Holdings to Nedbank Group at the Offer Price.

Key terms of the Odd-lot Offer

The Odd-lot Offer will be subject to Nedbank Group Shareholder approval (‘Shareholder Approval’) in
accordance with the timelines set out below.

Should Odd-lot Holders elect to sell their Odd-lot Holdings, or not make an election, Nedbank Group
will implement the Odd-lot Offer at the Offer Price. The Odd-lot Offer is a standard corporate action
undertaken by JSE-listed companies and is permitted in terms of Nedbank Group’s memorandum of
incorporation.

Circular and notice of General Meeting

For Nedbank Group to implement the Odd-lot Offer, the Board is seeking approval from Nedbank Group
Shareholders to implement the Odd-lot Offer, and is therefore convening a general meeting of
shareholders (‘General Meeting’), to be held as a hybrid meeting, in The Boardman Auditorium, Block
G, Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, Sandton on Friday, 2 June 2023 at
10:30 (SAST), at which all Nedbank Group Shareholders will be entitled to vote on the resolutions
required to implement the Odd-lot Offer. A circular (‘Circular’) containing details of the Odd-lot Offer,
together with a notice of General Meeting (‘Notice of General Meeting’), will be posted to Nedbank
Group Shareholders on Thursday, 20 April 2023.
                                                                                                     
Odd-lot Offer mechanics

Following receipt of Shareholder Approval, the Odd-lot Offer will open and, if you are an Odd-lot Holder,
you must decide either:

•     to sell your Odd-lot Holdings to Nedbank Group at the Offer Price; or
•     to retain your Odd-lot Holdings.

If you wish to retain your Odd-lot Holdings, you must specifically make an election to do so.
Those Odd-lot Holders who do not make an election will automatically be regarded as having
elected and accepted to dispose of their Odd-lot Holdings to Nedbank Group and will receive
the cash consideration, being the Odd-lot Holding multiplied by the Offer Price (‘Cash
Consideration’).

Salient dates and times

    Details                                                                                       2023

    Record date to determine which Nedbank Group Shareholders are                     Friday, 14 April
    eligible to receive the Circular

    Circular (together with the Notice of General Meeting) distributed to           Thursday, 20 April
    Nedbank Group Shareholders

    Announcement relating to the Odd-lot Offer and the issue of the Circular        Thursday, 20 April
    (together with the Notice of General Meeting) released on SENS

    Announcement relating to the Odd-lot Offer and the issue of the Circular          Friday, 21 April
    (together with the Notice of General Meeting) published in the South
    African press

    Last day to trade to be entitled to participate in and vote at the General         Tuesday, 23 May
    Meeting

    Record date to be entitled to participate in and vote at the General                Friday, 26 May
    Meeting

    Recommended last day and time to lodge forms of proxy (grey) for the             Wednesday, 31 May
    General Meeting with JSE Investor Services Proprietary Limited (the
    ‘Transfer Secretaries in South Africa’) and Transfer Secretaries
    Proprietary Limited (the ‘Transfer Secretaries in Namibia’), by 10:30
    (SAST)

    Voting instruction forms (pink) for the General Meeting must be lodged           Wednesday, 31 May
    with the Issuer Sponsored Nominees (see note 3 below), by 10:30
    (SAST)

    Forms of proxy (grey) may be delivered to the Company at the location               Friday, 2 June
    for the General Meeting or emailed to the Transfer Secretaries in South
    Africa by no later than 10:30 (SAST)

    General Meeting to be held at 10:30 (SAST)                                          Friday, 2 June

    Results of General Meeting released on SENS                                         Friday, 2 June

                                                                                                    
    Details                                                                                       2023

    Results of General Meeting published in the South African press                     Monday, 5 June

    Subject to the resolutions being passed at the General Meeting, the Odd-            Monday, 5 June
    lot Offer opens at 09:00 (SAST)

    Finalisation announcement (including the Offer Price) released on SENS            Tuesday, 20 June
    before 11:00 (SAST)

    Finalisation announcement (including the Offer Price) published in the          Wednesday, 21 June
    South African press

    For administrative purposes, the nominee form of election (yellow) for the         Monday, 26 June
    Odd-lot Offer to be received by the Issuer Sponsored Nominees (see
    note 3 below) by 12:00 (SAST)

    Last day to trade to participate in the Odd-lot Offer                             Tuesday, 27 June

    Shares trade ‘ex’ the Odd-lot Offer                                             Wednesday, 28 June

    Form of election and surrender (blue) for the Odd-lot Offer to be received         Friday, 30 June
    by the Transfer Secretaries in South Africa or Namibia by 12:00 (SAST)

    Odd-lot Offer record date                                                          Friday, 30 June

    Odd-lot Offer closes at 12:00 (SAST)                                               Friday, 30 June

    Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or               Monday, 3 July
    are deemed to have accepted the Odd-lot Offer will have their accounts
    held at their CSDP or broker credited with the Cash Consideration

    Payments of the Cash Consideration to certificated Odd-lot Holders who              Monday, 3 July
    have accepted the Odd-lot Offer or who have made no election

    Results of the Odd-lot Offer released on SENS                                       Monday, 3 July

    Results of the Odd-lot Offer published in the South African press                  Tuesday, 4 July

    Cancellation and termination of listing of Nedbank Group Shares                    Tuesday, 4 July
    repurchased in terms of the Odd-lot Offer expected on or about

Notes

1   These salient dates and times are subject to amendment by Nedbank Group (and, to the extent
    necessary, the JSE and other regulatory authorities). Any such amendments of the dates and times
    will be released on SENS and published in the South African press.
2   All dates and times above and quoted generally in this announcement are South African dates and
    times (‘SAST’), unless otherwise stated.
3   Issuer Sponsored Nominees are Pacific Custodians Nominees (RF) Proprietary Limited,
    Corpserve Nominees (Private) Limited or National Bank of Malawi Nominees Limited, being
    nominee companies through which certain Nedbank Group Shareholders hold their Nedbank
    Group Shares.
4   Those Odd-lot Holders who do not make an election will automatically be regarded as
    having elected and accepted to dispose of their Odd-lot Holdings to Nedbank Group and
    receive the Cash Consideration.                                                                                      
5   Nedbank Group Shareholders may not dematerialise or rematerialise their Nedbank Group Shares
    after the last day to trade to participate in the Odd-lot Offer until the Odd-lot Offer record date,
    being from Wednesday, 28 June 2023 to Friday, 30 June 2023, both dates inclusive.

Tax considerations

The Offer Price will be distributed as a return of capital by Nedbank Group and will result in a reduction
of ‘contributed tax capital’ as defined in section 1 of the South African Income Tax Act, 58 of 1962, as
amended. The Cash Consideration will therefore not be regarded as a dividend for South African tax
purposes, but as proceeds on the disposal of Nedbank Group Shares.


Sandton

20 April 2023

Investment Bank and Corporate Advisor:
Nedbank Corporate and Investment Bank, a division of Nedbank Limited

Legal Advisor:
Edward Nathan Sonnenbergs Incorporated

Sponsors in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Sponsor in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of the national securities exchanges of a ‘Restricted Jurisdiction’
(being any jurisdiction in which it is impractical, illegal or otherwise unlawful for the Odd-lot Offer to be
made or accepted, including (without limitation) Australia, Canada, Japan and the United States of
America) and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, neither copies of the Circular nor any related
documentation are being or may be mailed or otherwise distributed or sent in or into or from a Restricted
Jurisdiction, and if received in any Restricted Jurisdiction, should be treated as being received for
information purposes only.

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of
an offer to buy any Nedbank Group securities in any jurisdiction in which such distribution or offer is not
authorised. In particular, the information herein is not for distribution and does not constitute an offer to
sell or the solicitation of any offer to buy any Nedbank Group securities in the United States of America
or to or for the benefit of any US Person as such term is defined under the United States Securities Act
of 1933, as amended, and the Regulations promulgated thereunder.

Nothing contained herein should be construed as constituting tax or legal advice. Odd-lot Holders
should seek independent advice from appropriate professional advisors about their tax position and in
particular to confirm how the applicable tax legislation applies in their specific personal circumstances.




                                                                                                           

Date: 20-04-2023 11:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.