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Share consolidation: Cash payment applicable to fractional entitlements
NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000322095
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak”)
SHARE CONSOLIDATION: CASH PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS
1. Introduction
1.1. Ordinary shareholders (“shareholders”) are referred to:
1.1.1. the circular issued to shareholders on Wednesday, 31 May 2023 (“circular”) relating to, inter alia, the
restructuring of Nampak’s authorised and issued ordinary share capital (“share capital”) by the
consolidation of every 250 ordinary shares (“shares”) into 1 ordinary share (“consolidation”) to give effect
to the proposed rights offer; and
1.1.2. the finalisation announcement released on SENS on 18 July 2023 (“finalisation announcement”).
1.2. Terms used herein that are not otherwise defined, bear the meanings ascribed to them in the circular.
2. Fractional entitlements
2.1. As indicated in paragraph 3.2 of the circular, in the case of fractional entitlements as a result of the consolidation,
all allocations of shares will be rounded down to the nearest whole number resulting in allocations of whole shares
together with a cash payment to be determined in accordance with paragraph 2.2 below and paid to shareholders
(“cash payment”).
2.2. In accordance with the JSE Listings Requirements, the applicable cash payment in respect of fractional
entitlements will be determined with reference to the volume weighted average price (“VWAP”) of consolidated
shares traded on the JSE on Wednesday, 26 July 2023, less 10%.
2.3. The VWAP of shares traded on the JSE on Wednesday, 26 July 2023 was 17,999.22523 cents per share. This
amount, discounted by 10%, is 16,199.30270 cents per share and will be used to determine the cash payment for
the fractional entitlements.
2.4. The cash payment for the fractional entitlements will be facilitated by the Company through the transfer secretaries
from available cash resources and credited to shareholders on Monday, 31 July 2023 in accordance with the
timetable in the finalisation announcement.
2.5. Shareholders are informed that the receipt of the cash payment arising from the fractional entitlements will not be
subject to dividend withholding tax in terms of the Income Tax Act 58 of 1962.
2.6. The above is not intended to be considered as legal or tax advice. Nampak and its advisors cannot be held
responsible for the taxation consequences that the cash payment of fractional entitlements may have on individual
shareholders.
Shareholders are advised that the matters contemplated in the circular and this announcement may have different
consequences for each shareholder depending on the jurisdiction in which they reside and their other unique circumstances.
Shareholders are accordingly advised to seek their own professional advice (including tax advice) in relation to matters
contained in the circular and this announcement.
Bryanston
27 July 2023
Joint transaction sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
The Standard Bank of South Africa Limited
Legal advisor
Edward Nathan Sonnenbergs Inc.
Date: 27-07-2023 11:00:00
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