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Nampak Limited - Announcement of odd-lot offer price

Release Date: 24/01/2003 08:55
Code(s): NPK
Wrap Text

Nampak Limited - Announcement of odd-lot offer price Nampak Limited (Incorporated in the Republic of South Africa) (Registration number 1968/008070/06) Share code: NPK ISIN: ZAE 000004933 ("Nampak" or "the company") Announcement of odd-lot offer price 1. Introduction Further to the odd-lot announcement and circular dated 17 December 2002, shareholders are advised that the odd-lot offer price is R13.85 per share, being the volume weighted average traded price of Nampak shares on the JSE over the five trading days ended Thursday, 23 January 2003. In terms of the odd-lot offer, which is still subject to the fulfilment of the condition precedent set out in paragraph 2, all registered shareholders of fewer than 100 shares and beneficial holders of fewer than 100 dematerialised shares at the close of business on 14 February 2003 ("odd-lot holders") are offered the opportunity to: - subscribe for a sufficient number of additional Nampak shares at R13.85 per share in order to increase their odd-lot holdings to 100 shares ("the subscription alternative"); or - sell their odd-lot holdings to Nampak at R14.54 per share, being the offer price plus a 5% premium ("the cash alternative"); or - retain their odd-lot holdings. 2. Condition precedent The odd-lot offer is subject to the fulfilment of the condition precedent that the ordinary and special resolutions required for the odd-lot offer and contained in the notice of general meeting referred to in paragraph 5 are duly passed and that the requisite special resolutions are registered by the Registrar of Companies. 3. Compulsory sale of odd-lot holdings Odd-lot holders whose elections are not received by the transfer secretaries of the company by 16:00 on Friday, 14 February 2003 and beneficial holders who do not timeously instruct their Central Securities Depositary Participant ("CSDP") or stockbroker to make an election on their behalf should note that their odd- lots will be acquired by Nampak. 4. Salient dates and times 2003 Forms of proxy for the general meeting of shareholders to be received by the transfer secretaries by 12:45 on Monday, 27 January General meeting of shareholders to be held at 12:45 on Wednesday, 29 January Results of general meeting published on SENS on Wednesday, 29 January Results of general meeting published in the press on Thursday, 30 January Last date to trade in order to participate in the odd-lot offer Friday, 7 February Odd-lot holders entitled to trade in the new Nampak shares to be issued pursuant to the odd-lot offer on Monday, 10 February Election period for the odd-lot offer closes at 16:00 on Friday, 14 February Forms of election for the odd-lot offer (together with the relevant documents of title/cheque/banker`s draft, as applicable) to be received by the transfer secretaries by 16:00 on Friday, 14 February (see note 3 below) Record date to determine the Nampak shareholders entitled to participate in the odd-lot offer at the close of business on Friday, 14 February Implementation of the odd-lot offer takes effect after close of business on Friday, 14 February Results of the odd-lot offer published on SENS on Monday, 17 February New share certificates in respect of those odd-lot holders electing the subscription alternative and cheques in respect of the sale by certificated odd-lot holders of odd-lot holdings posted to certificated shareholders against surrender of existing documents of title on Monday, 17 February (see note 4 below) Safe custody accounts of dematerialised shareholders maintained by CSDP or stockbrokers debited or credited and updated on Monday, 17 February Notes: 1. The above dates and times are subject to change. Any changes will be published in the press and on SENS. 2. Shareholders may not dematerialise or rematerialise their Nampak shares between Monday, 10 February 2003 and Friday, 14 February 2003, both dates inclusive. 3. Dematerialised odd-lot holders are required to notify their duly appointed CSDP or stockbroker of their odd-lot offer election in the manner and time stipulated in the agreement between such odd-lot holder and his CSDP or stockbroker. 4. In the case of the holders of certificated shares, new share certificates or cheques (as applicable) will be posted on Monday, 17 February 2003 or within five business days after the receipt of such documents of title by the transfer secretaries of Nampak, whichever is the later. 5. General meeting A general meeting of Nampak shareholders will be convened for 12:45 on Wednesday, 29 January 2003 at Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton for the purpose of considering and, if deemed fit, passing the special and ordinary resolutions required to implement the odd-lot offer. Sandton 24 January 2003 Financial adviser and sponsor UBS Warburg Corporate Finance (South Africa) (Pty) Ltd A financial services group of UBS AG (Registration number 1994/008363/07) Legal advisers Bowman Gilfillan Transfer secretaries Computershare Investor Services Limited (Registration number 1958/003546/06) Date: 24/01/2003 08:55:00 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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