NAMPAK LIMITED - Nampak Bee Transaction Share Repurchase From Red Coral Investments 23 (Pty) Ltd (Red Coral)

Nampak Bee Transaction – Share Repurchase From Red Coral Investments 23 (Pty) Ltd (“Red Coral”)

Nampak Limited
(Incorporated in the Republic of South Africa)
Registration number: 1968/008070/06)
ISIN: ZAE000071676
Share code: NPK
(“Nampak” or “the Company”)

NAMPAK BEE TRANSACTION – SHARE REPURCHASE FROM   RED   CORAL
INVESTMENTS 23 (PTY) LTD (“Red Coral”)

1. Introduction

  In October 2005 Nampak concluded a Black Economic
  Empowerment (“BEE”) transaction with Red Coral in terms of
  which Red Coral acquired a 4.5% shareholding in Nampak. As
  part of the transaction Red Coral granted Nampak an option
  to repurchase a formula determined number of ordinary
  shares held by Red Coral in Nampak at a price of 5 cents
  per share, being the par value of the Nampak shares at that
  time (“the Nampak Repurchase Option”), exercisable ten
  years after the BEE transaction was concluded.

2. Terms of the specific repurchase

  Application of the formula has determined that 14 969 114
  shares are the subject of the Nampak Repurchase Option, for
  which the purchase price payable to Red Coral is
  R748 455.70.

  The Nampak Repurchase Option has been exercised and the
  repurchase and transfer of the shares will take place on 27
  November 2015.

  Shareholder approval for the repurchase of the shares was
  obtained at the annual general meeting held in September
  2005, at which shareholders approved the BEE transaction
  and passed a special resolution authorising Nampak to
  repurchase the shares from Red Coral in terms of the Nampak
  Repurchase Option.

  Red Coral acquired a total of 31 857 195 shares in Nampak
  in October 2005. 6 665 802 shares have been sold by Red
  Coral to redeem the preference shares issued to funders of
  part of the acquisition costs, while 14 969 114 shares will
  be acquired by Nampak. The balance of 10 222 279 shares
  will be retained by Red Coral for its own benefit.

3. The impact     of   the   specific   repurchase     on   financial
   information
   The impact of the specific repurchase has been investigated
   and the board has confirmed that the implementation of the
   specific repurchase will have no impact on the financial
   information of Nampak, other than reducing the share
   capital of the company and cash resources. The specific
   repurchase will be done from available cash reserves.
   Application will be made to the JSE to delist the shares,
   which will then be cancelled.

   Nampak’s issued ordinary shares will decrease by 14 969 114
   ordinary shares and after the specific repurchase, Nampak’s
   total issued ordinary shares will be 687 527 541.


4. Opinion of the directors
   4.1. The directors of the Company have satisfied themselves,
        after considering the effect of the repurchase, that:
        4.1.1. the provisions of section 4 and 48 of the
               Companies Act No. 71 of 2008 have been complied
               with,
        4.1.2. the Company and the Nampak Group will be able in
               the ordinary course of business to pay their
               debts for a period of 12 months after completion
               of the repurchase;
        4.1.3. the assets of the Company and the Nampak Group
               will be in excess of the liabilities of the
               Company and the Nampak Group for a period of 12
               months after completion of the repurchase;
        4.1.4. the share capital and reserves of the Company
               and the Nampak Group will be adequate for
               ordinary business purposes for a period of 12
               months after the date of completion of the
               repurchase; and
        4.1.5. the working capital of the Company and the
               Nampak Group will be adequate for ordinary
               business purposes for a period of 12 months
               after completion of the repurchase.

By order of the board

N P O’Brien, Secretary
Sandton
27 November 2015

 Sponsor: UBS (South Africa) (Pty) Limited

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