Wrap Text
Notification of adjournment of extraordinary general meeting of Nampak shareholders
NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000071676
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak”)
NOTIFICATION OF ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF NAMPAK
SHAREHOLDERS
Words and expressions used in this announcement shall, unless expressly defined herein or indicated
otherwise by the context, bear the meanings given to them in the circular posted to shareholders on
Thursday, 15 December 2022.
Shareholders are advised that at the electronic general meeting of shareholders held on Wednesday,
18 January 2023 at 09h00, convened for the purposes of considering and, if deemed fit, passing, with
or without modification, the special and ordinary resolutions required to, inter alia, enable Nampak to
proceed with its proposed rights offer, a motion to adjourn the general meeting until 09h00 on
Wednesday, 8 March 2023 (the “adjourned general meeting”) in terms of section 64(10) of the
Companies Act, 2008 was proposed by the chairman of the board and duly passed by 100% of present
and voting shareholders who constituted a quorum. Shareholders are reminded that the adjourned
general meeting of Nampak will be held entirely virtually.
The adjournment was proposed pursuant to on-going constructive discussions with a number of
stakeholders, including shareholders and lending bankers, and to allow the board of directors and
management of Nampak an opportunity to progress the discussions with these stakeholders.
Revised salient dates and times
2023
Last day to trade to be eligible to participate in and vote at the
adjourned general meeting Tuesday, 28 February
Voting record date to participate in and vote at the adjourned general
meeting Friday, 3 March
Registration to participate in and vote electronically at the adjourned
general meeting as set out in the notes to the notice of general
meeting by 09h00 on Monday, 6 March
Proxy forms to be lodged with the share registrar as soon as possible
for administrative purposes only, (preferably by 09h00), but in any
event before the proxy exercises any rights of the Nampak shareholder
appointing the proxy at the adjourned general meeting Monday, 6 March
Adjourned general meeting to be held at 09h00 on Wednesday, 8 March
Results of adjourned general meeting released on SENS Wednesday, 8 March
Exemption application to the TRP to obtain the waiver of mandatory
offer Thursday, 9 March
Last day for Nampak shareholders to make representations to the TRP
relating to the TRP waiver exemption before a ruling is made by the
TRP Thursday, 16 March
Expected date to receive confirmation of filing and acceptance by
CIPC of the special resolutions Wednesday, 22 March
PLEASE NOTE THAT THE DATES PROVIDED BELOW RELATING TO THE CONSOLIDATION
ARE SUBJECT TO THE FILING AND ACCEPTANCE BY CIPC OF THE SPECIAL RESOLUTIONS
AND THE JSE BEING PROVIDED WITH A CERTIFIED COPY OF THE SPECIAL RESOLUTIONS
AS FILED BY CIPC. THE TIMETABLE BELOW IN RESPECT OF THE CONSOLIDATION WILL
HAVE TO BE AMENDED SHOULD ACCEPTANCE OF THE RESOLUTIONS BY CIPC NOT HAVE
BEEN RECEIVED BY THIS DATE.
Release of finalisation information in respect of the consolidation on
SENS Thursday, 23 March
Last day to trade under the present share capital in order to be
recorded as a shareholder by the record date for the consolidation Monday, 3 April
Trading in consolidated shares under the new consolidated share
capital commences on the new ISIN: ZAE000316626 and suspension
of trading in shares on the old ISIN: ZAE000071676 Tuesday, 4 April
Announcement released on SENS in respect of the cash payment
applicable to fractional entitlements as a result of the consolidation,
based on the volume weighted average price of consolidated shares
traded on Tuesday, 4 April 2023, less 10%, by 11h00 Wednesday, 5 April
Record date to determine those shareholders whose shares will be
subject to the consolidation Thursday, 6 April
Forms of surrender (yellow) to be received by the transfer secretaries
in order for certificated shareholders to have their entitlements credited
to their accounts at their CSDP or broker in dematerialised form on
Thursday, 6 April 2023, by 12h00 Thursday, 6 April
Dematerialised shareholders will have their accounts at their CSDP or
broker updated to reflect the consolidation Tuesday, 11 April
Certificated shareholders who have surrendered their documents of
title and given valid details of their CSDP or broker will have their
accounts at their CSDP or broker credited with their entitlement Tuesday, 11 April
Certificated shareholders who have not surrendered their documents
of title will have their entitlements credited to Computershare
Nominees pending the surrender of their documents of title Tuesday, 11 April
Notes:
1. The above dates and times are subject to amendment. Any such material amendment will be released on
SENS and published in the South African press.
2. All times quoted above are local times in South Africa on a 24-hour basis, unless specified otherwise.
3. No orders to dematerialise or rematerialise shares will be processed from the business day following the last
day to trade to be eligible to participate in and vote at the adjourned general meeting up to and including the
voting record date, but such orders will again be processed from the first business day after the voting record
date.
4. The certificated register will be closed between the last day to trade to be eligible to participate in and vote at
the adjourned general meeting and the voting record date.
5. If the adjourned general meeting is adjourned or postponed, forms of proxy submitted for the adjourned
general meeting will remain valid in respect of any adjournment or postponement of the adjourned general
meeting unless the contrary is stated on such form of proxy (blue).
6. Shares in the pre-consolidated form may not be dematerialised after the last day to trade prior to the
consolidation, expected to be Monday, 3 April 2023.
Bryanston
18 January 2023
Joint transaction sponsors: Nedbank Corporate and Investment Banking, a division of Nedbank Limited
and The Standard Bank of South Africa Limited
Financial advisor: Rothschild and Co South Africa Proprietary Limited
Legal advisor: Edward Nathan Sonnenbergs Inc.
Date: 18-01-2023 04:25:00
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