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NPK - Nampak Limited - Acquisition by Nampak of the remaining 50% of the issued share capital of Nampak Wiegand Glass (Pty) Limited ("NWG") from Wiegand-Glass (SA)(Pty)limited("WGSA") Nampak Limited (Incorporated in the Republic of South Africa) Registration number: 1968/008070/06 Share code: NPK ISIN: ZAE000071676 ("Nampak" or "the Company") ACQUISITION BY NAMPAK OF THE REMAINING 50% OF THE ISSUED SHARE CAPITAL OF NAMPAK WIEGAND GLASS (PTY) LIMITED ("NWG") FROM WIEGAND-GLAS (SA)(PTY)LIMITED("WGSA") 1. Introduction 1.1 Nampak shareholders are advised that Nampak, through its wholly owned subsidiary, Nampak Products Limited ("the Purchaser"), has entered into an agreement with WGSA ("the Seller"), in terms of which the Purchaser will acquire from the Seller its entire interest in NWG which equates to 50% of the NWG shares in issue and all shareholder loans made by the Seller to NWG at the effective date. 2. Background Information on the Seller Bayerische Flaschen-Glashuttenwerke Wiegand & Sohne & Co.KG ("WG"), a private German glass making business, has been the technical partner to Nampak`s glass operations for the past ten years. On 1 October 2005, WG purchased a 50% interest in the Nampak glass operation via its wholly owned subsidiary, WGSA. 3. Rationale for the Acquisition Glass has been identified as one of Nampak`s core businesses where we believe the Group has a strategic competitive advantage. As a result, Nampak is looking to grow its glass operations in Africa, including South Africa. This will be facilitated by Nampak owning the whole of its glass business, but WG has agreed to continue as the technical partner. 4. Purchase Consideration 4.1 The consideration payable by the Purchaser to the Seller is approximately R938m for both the shares and loan accounts. Nampak will fund the acquisition through available cash resources and existing debt facilities. 5. Conditions Precedent The Acquisition is subject to the following conditions precedent: 5.1 the approval by the South African Competition authorities; 5.2 approval of the Acquisition by the Purchaser`s board; and 5.3 approval of the Acquisition by the shareholders of WGSA. Pro Forma Financial Effects 6. The pro forma financial effects of the Acquisition are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Company`s financial position nor of the effect on future earnings after the Acquisition. Set out below are the unaudited pro forma financial effects of the Acquisition, based on the unaudited interim results for the period ended 31 March 2011. The directors of Nampak are responsible for the preparation of the unaudited pro forma financial information: Unaudited Unaudited Change (%) before Pro Forma acquisition after (cents) acquisition
(cents) Basic earnings 96.4 97.2 1.0 per share Headline 93.5 94.3 1.0 earnings per share Net asset value 892.9 892.9 - per share Net tangible 851.3 773.0 (9.1) asset value per share Notes: 1. The basic earnings per share and headline earnings per share figures in the "Pro Forma after acquisition" column have been calculated on the basis that the acquisition was effected on 1 October 2010. The net profit of NWG for the six months ended 31 March 2011 was R19.5 million. 2. The net asset value per share and net tangible asset value per share figures in the "Pro forma after acquisition" column have been calculated on the basis that the acquisition was effected on 31 March 2011. The net asset value of the assets at 31 March 2011 that are the subject of the transaction, was R59.0 million, net of the shareholder`s loan. 3. The taxation rate applicable is assumed to be 28%. 4. The basic earnings per share and basic headline earnings per share figures are calculated based on weighted average number of shares in issue of 589 250 000 at 31 March 2011. 5. The net asset value per share and net tangible asset value per share have been calculated based on 589 451 000 shares in issue at 31 March 2011. 7. Effective Date of the Acquisition In terms of the agreement, the effective date of the acquisition will be the first day of the month following the approval from the Competition Authorities. 8. Classification of the Transaction The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE Limited. 16 November 2011 Sponsor: UBS (South Africa) (Pty) Limited Date: 16/11/2011 12:45:04 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
