Wrap Text
Announcement regarding the availability of the rights offer circular
NAMPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Ordinary Share Code: NPK
Ordinary share ISIN: ZAE000322095
6.0% Preference Share Code: NPKP ISIN: ZAE000004958
6.5% Preference Share Code: NPP1 ISIN: ZAE000004966
LEI: 3789003820EC27C76729
(“Nampak”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.
ANNOUNCEMENT REGARDING THE AVAILABILITY OF THE RIGHTS OFFER CIRCULAR
Shareholders of Nampak (“Shareholders”) are referred to the declaration announcement and
finalisation announcement published on the Stock Exchange News Service ("SENS") of the JSE
Limited (“JSE”) on Tuesday, 29 August 2023 and Thursday, 31 August 2023 respectively, relating to
a partially underwritten renounceable rights offer to qualifying Nampak Shareholders of ZAR1.0 billion
("Rights Offer").
In terms of the Rights Offer, Shareholders recorded in the register at the close of trade on the Record
Date, being Friday, 8 September 2023, will receive the Rights to subscribe for Rights Offer Shares.
Nampak has offered Qualifying Shareholders a total of 5 714 286 Ordinary Shares for subscription,
upon the terms and conditions set out in the Rights Offer Circular, by way of renounceable Rights, at
a subscription price of R175.00 per Ordinary Share on the basis of 2.20902 Rights Offer Shares for
every 1 Ordinary Share held by Qualifying Shareholders at the close of trade on the Record Date for
the Rights Offer.
Shareholders are now advised that full details of the Rights Offer are disclosed in the Rights Offer
Circular, which is available on Nampak’s website (https://nampak.com/Investors/Financial-
Information) from today, Monday, 4 September 2023, and will be posted, together with a form of
instruction in respect of the Letters of Allocation, to certificated Shareholders on Thursday, 7
September 2023 and to qualifying dematerialised Shareholders on Monday, 11 September 2023.
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given
in the Rights Offer Circular.
Johannesburg
Monday, 4 September 2023
Lead Financial Advisor to the Company and Independent Corporate Advisor to the Board
PSG Capital
Joint Financial Advisors to the Company and Joint Transaction Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
The Standard Bank of South Africa Limited
Legal Advisor to Nampak
Edward Nathan Sonnenbergs Inc.
IMPORTANT NOTICE
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares
as defined in the South African Companies Act 71 of 2008, as amended, or otherwise ("Companies
Act") and will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the Companies Act. As a result, this announcement does not
comply with the substance and form requirements for a prospectus set out in the Companies Act and
the South African Companies Regulations of 2011, and has been approved by, and/or registered with,
the South African Companies and Intellectual Property Commission or any other South African
authority. Nothing in this announcement should be viewed, or construed, as "advice", as that term is
used in the South African Financial Markets Act 19 of 2012, as amended, and/or Financial Advisory
and Intermediary Services Act 37 of 2002, as amended, ("FAIS Act").
The announcement constitutes factual, objective information about Nampak and nothing contained
herein should be construed as constituting any form of investment advice or recommendation,
guidance or proposal of a financial nature as contemplated in the FAIS Act in respect of Nampak or
any transaction in relation thereto. Nampak and/or its representatives and advisors are not (and are
not required to be) Financial Services Providers as contemplated in the FAIS Act in South Africa and
the contents of this announcement must not be construed as constituting the canvassing for, or
marketing or advertising of, financial services by Nampak and/or its representatives and advisors in
South Africa. To the extent that any of Nampak’s representatives and advisors, are registered
Financial Services Providers, none of them purport to provide, market or advertise financial services
to any person in respect of Nampak and this announcement does not constitute financial advice, or
financial services, provided by the aforesaid to any person who is in possession of this announcement.
This announcement is for distribution only to persons who (a) have professional experience in matters
relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, ("Order"); (b) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (c) are
outside the United Kingdom; or (d) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000)
in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged in only with relevant persons.
The information contained herein is not for release, publication or distribution, directly or indirectly, in
or into the United States, its territories or possessions, Canada, Australia or Japan or any other
jurisdiction in which the distribution or release would be unlawful. This announcement is not and do
does not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for
securities in any jurisdiction, including the United States, Australia, Canada or Japan or any other state
or jurisdiction in which such release, publication or distribution would be unlawful. The securities to
which this announcement relates (the “Securities”) have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction
not subject to, registration under the Securities Act. There will be no public offer of the Securities in
the United States. Subject to certain exceptions, the Securities may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of such
countries
The content of this announcement should not be construed as business, legal or tax advice. It is not
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by Nampak or any of the advisors or underwriters that any recipient of this
announcement should acquire any of Nampak’s securities. Neither Nampak nor any of the advisors
or underwriters is making any representation to any prospective investor regarding the legality of an
investment in Nampak by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser before
making any investment decision with regard to Nampak and in making an investment decision,
prospective investors must rely on their own analysis, enquiry and examination of Nampak, including
the merits and risks therein. All investment is subject to risk. The value of the securities offered may
go down as well as up. Past performance is no guarantee of future returns.
Date: 04-09-2023 12:15:00
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