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Nampak Limited - Payment from share premium

Release Date: 26/06/2006 13:14
Code(s): NPK
Wrap Text

Nampak Limited - Payment from share premium Nampak Limited (Incorporated in the Republic of South Africa) (Registration number: 1968/008070/06) Share code: NPK & ISIN: ZAE000071676 ("Nampak" or "the Company") PAYMENT FROM SHARE PREMIUM 1. Introduction and rationale Nampak shareholders ("shareholders") are referred to the announcement, dated 25 May 2006, containing Nampak"s interim report for the six months ended 31 March 2006, in which shareholders were advised of the Company"s intention to effect a capital reduction of approximately R196 million by way of a payment from the share premium account in terms of section 90 of the Companies Act No 61 of 1973, as amended, ("the distribution"). The board of directors is of the opinion that the current level of capital of the Company is surplus to the requirements of the Company and therefore believes that the distribution to ordinary shareholders is appropriate. 2. Details of the distribution Subject to the condition precedent set out in paragraph 3 below, a cash distribution of R0.30 per ordinary share will be made to ordinary shareholders registered as such at the close of business on Friday, 28 July 2006. Payment will be effected on Monday, 31 July 2006. 3. Condition precedent The distribution is conditional upon the approval of the requisite majority of shareholders at the general meeting of Nampak, details of which are set out in paragraph 5 below. 4. Circular to shareholders A circular containing full details of the distribution ("the circular") was posted to shareholders today, Monday 26 June 2006. 5. General meeting The general meeting of shareholders will be held at Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton on Friday 14 July 2006 at 10:00 to consider and, if deemed fit, pass, with or without modifications, the resolutions required to approve the payment from share premium and to obtain a general authority to distribute to shareholders any share capital and reserves of the Company in terms of section 90 of the Companies Act No 61 of 1973, as amended. The notice convening the general meeting and a form of proxy is included with the circular which was posted to shareholders today, Monday, 26 June 2006. 6. Pro forma financial effects of the distribution The table below sets out the unaudited pro forma financial effects of the distribution on a shareholder, based on the assumptions set out below. The pro forma financial effects are provided for illustrative purposes only and, because of their nature, may not be a fair reflection of Nampak"s financial position after the distribution, nor of its future earnings. The pro forma information is the responsibility of the Nampak board of directors. Actual Adjust- Pro forma Percen- before ments after the tage the distri- change
distri- bution bution Rm Rm Rm Net profit for the period 478.3 (4.1) 474.2 (0.9) attributable to equity holders Headline earnings for the period 477.7 (4.1) 473.6 (0.9) Non-current assets 5 822.6 - 5 822.6 - Net current assets 1 091.7 (164.5) 927.2 (15.1) Total net assets 6 914.3 (164.5) 6 749.8 (2.4) Capital and reserves 4 805.6 (164.5) 4 641.1 (3.4) Non-current liabilities 2 108.7 - 2 108.7 - Total equity and liabilities 6 914.3 (164.5) 6 749.8 (2.4) Number of shares in issue (000) 684 434 Number of shares in issue - net 580 080 of treasury shares (000) Weighted average number of 579 126 ordinary shares on which headline earnings and basic earnings per share are based (000) Weighted average number of 583 081 ordinary shares on which diluted headline earnings and diluted basic earnings per share are based (000) Basic earnings per share (cents) 82.5 81.7 (0.8) Fully diluted earnings per share 82.0 81.3 (0.9) (cents) Headline earnings per ordinary 82.5 81.8 (0.8) share (cents) Fully diluted headline earnings 81.9 81.2 (0.9) per share (cents) Basic earnings per share (cents) 82.6 81.9 (0.8) Net asset value per share (cents) 828 800 (3.4) Tangible net asset value per 651 623 (4.3) share (cents) Notes: Extracted from the published unaudited results for the six months ended 31 March 2006. Adjustments to net asset value per share and tangible net asset value per share have been made on the assumption that the distribution was effected on 31 March 2006. Adjustments to the earnings and headline earnings per share have been made on the assumption that the distribution was effected on 1 October 2005. The effect on net asset value and tangible net asset value has been based on 580 080 011 ordinary shares in issue net of treasury shares. The distribution will be funded out of the group"s cash resources. 7. Salient dates and times The salient dates and times of the payment from share premium are as follows: 2006 Last day for lodging of forms of proxy with the share registrars by 10:00 on Wednesday 12 July General meeting of shareholders at 10:00 on Friday 14 July Announcement of results of the general meeting on SENS Friday 14 July Announcement of results of the general meeting in the press Monday 17 July Last day to trade cum cash distribution Friday 21 July Shares trade ex distribution Monday 24 July Record date to receive the distribution Friday 28 July Payment made to ordinary shareholders Monday 31 July Share certificates may not be dematerialised or rematerialised between Monday 24 July 2006 and Friday 28 July 2006, both days inclusive. Note: These dates and times are subject to amendments. Any such amendments will be announced on SENS. Sandton 26 June 2006 Sponsor: UBS South Africa (Pty) Limited Auditors and Reporting Accountants: Deloitte & Touche Date: 26/06/2006 01:14:18 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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