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Nampak Limited - Results Of Scheme And General Meetings Nampak Limited (Incorporated in the Republic of South Africa) (Registration number 1968/008070/06) JSE code: NPK ISIN number: ZAE000004933 ("Nampak" or "the Company") RESULTS OF SCHEME AND GENERAL MEETINGS 1. INTRODUCTION Shareholders are referred to the terms announcement published on SENS on 17 August 2005 and the circular to shareholders dated 7 September 2005, relating to a 10% Black Economic Empowerment transaction ("BEE transaction"). 2. RESULTS OF SCHEME AND GENERAL MEETINGS The directors of Nampak are pleased to advise shareholders that: - all resolutions proposed at the general meeting held on Thursday 29 September 2005 were passed by the requisite majority of shareholders entitled to vote; and - the scheme of arrangement proposed by Nampak between Nampak and its shareholders, other than Red Coral Investments 23 (Proprietary) Limited "(Red Coral"), Nampak Black Management Trust and Nampak Employee Share Trust, in terms of section 311 of the Companies Act No. 61 of 1973 ("the Act"), as amended ("the scheme"), was approved by the requisite majority of shareholders, representing 99.7% of scheme participants present or represented at the scheme meeting held on Thursday 29 September 2005. The special resolutions passed at the general meeting ("special resolutions") have been lodged with the Registrar of Companies ("the Registrar") for registration. 3. FINALISATION OF THE FUNDING Shareholders are advised that the total funding for the acquisition by Red Coral of the preferred ordinary shares in Nampak have been finalised through the issue of: - A preference shares to Rand Merchant Bank, a division of FirstRand Bank Limited for a consideration of R144 million; and - B preference shares to: a) Sanlam Capital Markets for a consideration of R50 million; b) Sanlam Life for a consideration of R50 million; and c) Makalani Holdings Limited for a consideration of R44 million. 4. CONDITIONS PRECEDENT All the conditions precedent relating to the BEE transaction have been met. The following conditions precedent relating to the scheme are still outstanding: the scheme being sanctioned by the High Court of South Africa (Witwatersrand Local Division) ("the Court"); and a certified copy of the Order of the Court sanctioning the scheme, being duly registered by the Registrar of Company in terms of the Act. 5. SALIENT DATES Shareholders" attention is drawn to the salient dates detailed below. 2005 Court hearing to sanction the scheme Tuesday 11 October Announcement of Court sanction of the Tuesday 11 scheme released on SENS October Announcement of Court sanction of the Wednesday 12 scheme published in the press on or October about If the scheme is sanctioned: Last day to trade for ordinary Friday 21 shareholders to be eligible to October receive the scheme consideration Shares trade "ex" the scheme under Monday 24 the new ISIN ZAE000071676 October Record date on which ordinary Friday 28 shareholders must be recorded in the October register of members of Nampak in order to receive the scheme consideration by Operative date of the scheme at the Monday 31 commencement of trading October Scheme consideration and balance of Monday 31 ordinary share certificates posted to October certificated scheme participants (if documents of title are received on or prior to the consideration record date) on or about Dematerialised scheme participants Monday 31 have their accounts held at their October CSDP or broker credited with the scheme consideration on Note that these dates and times are subject to change. Any material change will be released on SENS and published in the press. Any reference to time is a reference to South African time. 6. FURTHER ANNOUNCEMENT A further announcement regarding the outcome of the application to the Court and the fulfillment of the remaining conditions precedent and any update to the salient dates relating to the implementation of the scheme will be published on SENS on or about Tuesday 11 October 2005 and in the press on or about Wednesday 12 October 2005. Sandton 29 September 2005 Merchant bank, Legal advisers Reporting transaction to the funders accountants and adviser, arranger Tugendhaft auditors of funding and Wapnick Deloitte & Touche transaction Banchetti & Registered sponsor to Nampak Partners Accountants and RAND MERCHANT BANK Auditors (A division of FirstRand Bank Limited) Legal advisers to Lead sponsor to Independent expert Nampak Nampak Deloitte & Touche Edward Nathan Deloitte & Corporate Finance Touche Sponsor
Services Date: 29/09/2005 04:57:08 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
