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Malbak Limited/Nampak Limited: SALIENT DATES OF THE PROPOSED SCHEME OF
ARRANGEMENT
Malbak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022234/06)
(JSE Share code MLB ISIN ZAE000004487)
("Malbak")
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
(JSE Share code NPK ISIN ZAE000004933)
("Nampak")
SALIENT DATES OF THE PROPOSED SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders of Malbak and Nampak are referred to the announcement dated
Friday, 26 April 2002 regarding the scheme of arrangement in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended (the "Companies
Act"), proposed by Nampak between Malbak and its shareholders other than Kohler
Packaging Limited ("Kohler") (the "Scheme"), and an offer by Nampak to acquire
all the Malbak shares other than those held by Kohler (the "Offer Shares"), in
terms of section 440 of the Companies Act should the Scheme not become operative
(the "Offer") (collectively, the "Transaction").
The Transaction will result in Malbak shareholders receiving, for every 100
Malbak shares held, 26,92 Nampak shares, credited as fully paid up, and R60,00
in cash (the "Transaction Consideration"). Malbak shareholders will be entitled
(subject to availability) to vary the proportions in which they receive Nampak
shares and cash forming part of the Transaction Consideration (the "Mix and
Match Election").
If the Scheme or Offer is implemented, Malbak will become an indirectly
wholly-owned subsidiary of Nampak and the listing of Malbak shares on the JSE
Securities Exchange South Africa (the "JSE") will be terminated.
2. CONDITIONS PRECEDENT
The implementation of the Transaction is still subject to the fulfilment of
the following conditions precedent:
- approval of the proposing of the Transaction and the increase of Nampak`s
authorised share capital by the Nampak shareholders; and
- either the Scheme being agreed to by not less than 75% of the votes
exercisable by Malbak shareholders present and voting either in person or by
proxy at the Scheme meeting, the sanctioning of the Scheme by the High Court of
South Africa (Witwatersrand Local Division) (the "Court") and the registration
of the Order of Court sanctioning the Scheme by the Registrar of Companies (the
"Registrar"); or if the Scheme is not implemented, the Offer being accepted by
Malbak shareholders holding not less than 90% of the Offer Shares.
3. SCHEME MEETING
Malbak shareholders are advised that the Court has granted leave to convene
the Scheme meeting, to be held at 11:00, on Monday, 5 August 2002 at 4 Pybus
Road, Wierda Valley, Sandton.
4. LISTING OF MALBAK ON THE JSE
Subject to the implementation of the Scheme, the Committee of the JSE has
granted approval for:
- the suspension of the listing of Malbak shares with effect from the
commencement of trade on Monday, 19 August 2002; and
- the termination of the listing of Malbak shares with effect from the
commencement of trade on Tuesday, 27 August 2002.
5. SALIENT DATES AND TIMES
The expected dates and times of the Scheme, which are subject to change by
mutual agreement between Malbak and Nampak, are set out below. In the event of a
change, an appropriate announcement will be made in the press and on SENS.
2002
Last day to trade Malbak shares on the JSE in order
to be able to vote at the Scheme meeting by 17:00
on (see Note 2) Thursday, 25 July
Nampak general meeting to be held at 10:00 on Wednesday, 31 July
Record date for Malbak shareholders to be recorded
in the register to be able to vote at the Scheme
meeting ("Voting Record Date") by 16:00 on Thursday, 1 August
Last day for receipt of proxies for the Scheme
meeting by 11:00 on (see Note 3) Friday, 2 August
Scheme meeting to be held at 11:00 on Monday, 5 August
Publication of results of Scheme meeting and
the Nampak share price for purposes of the Mix
and Match Election on Wednesday, 7 August
Court hearing to sanction the Scheme on Tuesday, 13 August
If the Scheme is sanctioned and becomes operative:
Results of the Court hearing to sanction the
Scheme expected to be published on Wednesday, 14 August
Registration of the Court Order and resolutions
by the Registrar expected to be on Thursday, 15 August
Last day to trade shares on the JSE in order
to be recorded in the register of Malbak on the
record date to receive the Transaction
Consideration, expected to be on Friday, 16 August
Last day of receipt of Mix and Match Elections
expected to be at 16:00 on (see Note 4) Wednesday, 21 August
Record date on which Malbak shareholders must
be recorded in the register to receive the
Transaction Consideration expected to be by
close of trade on Friday, 23 August
Operative date of the Scheme expected to be
at the commencement of trading on Monday, 26 August
Results of the Mix and Match Elections expected
to be published on Monday, 26 August
Expected date on which the Transaction Consideration
posted to Malbak shareholders who hold certificated
shares (if documents of title are received on or
prior to Wednesday, 21 August 2002) on Monday, 26 August
or, failing receipt of title documents on or before
Wednesday, 21 August 2002, by not later than five
business days after receipt thereof by the transfer
secretaries
Transaction Consideration expected to
be credited to Malbak shareholders, who have
dematerialised their Malbak shares, in terms
of the settlement procedure on STRATE on Monday, 26 August
If the Offer becomes effective:
See Note 5 below
Notes:
1. All times given in this announcement are local times in South Africa.
2. As Malbak is now trading in the STRATE environment, settlement of trades of
Malbak shares takes place five business days after the trade. Therefore, Malbak
shareholders who acquire Malbak shares within five business days before the
Voting Record Date, being 16:00 on Thursday,
1 August 2002, will not be recorded in the register of Malbak shareholders and
will not be eligible to vote at the Scheme meeting.
3. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the Scheme meeting no later than
10 minutes before the Scheme meeting is due to commence.
4. If a Mix and Match Election is not received by the transfer secretaries by
the time and date shown above, then the Malbak shareholder will receive Nampak
shares and cash in accordance with the basic terms of the Scheme. Dematerialised
shareholders are required to notify their duly appointed Central Securities
Depository Participants ("CSDP") or stockbroker of their election and acceptance
of the offer in the manner and time stipulated in the agreement governing the
relationship between the shareholder and their CSDP or stockbroker.
5. If the Scheme does not become operative and, therefore, the Offer becomes
effective, the dates and times applicable to the Offer will be published on SENS
and in the press.
6. Share certificates in Malbak may not be dematerialised or rematerialised
after Friday, 16 August 2002.
6. DOCUMENTATION
Documentation providing full information on the Scheme and the Offer and
containing, inter alia, a notice of the Scheme meeting, a form of proxy and a
form of acceptance, election and surrender will be posted to Malbak shareholders
on Thursday, 11 July 2002.
Johannesburg
10 July 2002
Financial adviser to Nampak
UBS Warburg Corporate Finance (South Africa) (Pty) Ltd
UBS Warburg is a financial services group of UBS AG
(Registration number 1994/008363/07)
Sponsor to Nampak
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Member of the JSE Securities Exchange South Africa)
(Registration number 1995/011140/07)
Financial adviser and transactional sponsor to Malbak
SG Hambros South Africa
Independent reporting Accountants
Deloitte & Touche
Chartered Accountants (SA)
Registered accountants and auditors
Legal adviser to Nampak
Bowman Gilfillan Inc.
Reg. No. 1998/021409/21
Legal adviser to Malbak
Cliffe Dekker
Sponsor to Malbak
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Registration number 05/01225/06
Legal adviser to SG Hambros South Africa
Tabacks
Date: 11/07/2002 07:47:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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