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Proposed specific repurchase of Nedbank Group ordinary shares currently held as treasury shares
Nedbank Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
(‘Nedbank Group’ or ‘the Company’)
Proposed specific repurchase of Nedbank Group ordinary shares currently held as treasury shares
1. Introduction
Shareholders are advised that Nedbank Group intends proposing a specific repurchase of
14 715 049 Nedbank Group ordinary shares from NBG Capital Management Limited (‘NBG
Capital Management’), a wholly-owned subsidiary of Nedbank Group (‘the Specific
Repurchase’), at the Company’s general meeting scheduled for Thursday, 7 August 2014.
The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of
the Company, the Companies Act, 71 of 2008, as amended and the JSE Limited (‘JSE’) Listings
Requirements, where applicable.
2. Terms of the Specific Repurchase
The Specific Repurchase will be effected through the repurchase by the Company from NBG
Capital Management of 14 715 049 Nedbank Group ordinary shares at a price of R229,65 per
Nedbank Group ordinary share, being the 30-day volume-weighted average price for Nedbank
Group ordinary shares up to and including 13 June 2014, at a total value of R3 379 311 003.
The Specific Repurchase represents 2,76% of the Nedbank Group ordinary shares currently in
issue.
All accounting entries relating to the Specific Repurchase will be effected on the same day and
no external borrowings will be utilised. The Specific Repurchase has no cash flow implications,
other than the expenses relating thereto which will be paid out of existing cash resources.
Subsequent to the Specific Repurchase, NBG Capital Management will be liquidated in line with
Nedbank Group’s commitment to rationalise the group structure, to reduce administration,
financial and taxation expenses associated with financial year end reporting, taxation
submissions and overall administration.
The Nedbank Group ordinary shares to be repurchased in terms of the Specific Repurchase are
currently reflected as treasury shares in the annual financial statements of Nedbank Group.
Application will be made to the JSE for the delisting of the treasury shares once the Specific
Repurchase has been effected.
After the Specific Repurchase, Nedbank Group will have in issue 34 393 885 Nedbank Group
ordinary shares held as treasury shares.
3. Unaudited pro forma financial effects of the Specific Repurchase (‘financial effects’)
Based on Nedbank Group’s audited results for the year ended 31 December 2013, the Specific
Repurchase will have no effect on Nedbank Group’s earnings per share, headline earnings per
share, net asset value per share and net tangible asset value per share as these metrics have
already been calculated on a net-of-treasury-shares basis and as such the financial effects have
not been disclosed. The only financial effect, which is approximately 0,0005% of Nedbank
Group’s market capitalisation, will be the once-off impact of the expenses of the Specific
Repurchase which will be paid out of existing cash resources. The financial effects are the
responsibility of Nedbank Group’s board of directors.
4. Salient dates and times
The salient dates and times for the Specific Repurchase are as follows:
2014
Record date to determine which shareholders are eligible Friday, 27 June
to receive this circular
Circular posted to Nedbank Group shareholders on Wednesday,9 July
Last day to trade in order to participate and vote at the Friday, 25 July
general meeting
Record date in order to participate and vote at the general Friday, 1 August
meeting
Forms of proxy should be received by 08:00 SA time and
08:00 Namibian time respectively, on Wednesday, 6 August
General meeting to commence at 08:00 SA time on Thursday, 7 August
Results of general meeting to be released on SENS on Thursday, 7 August
Results of general meeting published in the South African Friday, 8 August
press on
Cancellation and delisting of 14 715 049 Nedbank Group Friday, 22 August
ordinary shares on or about
Notes:
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on SENS.
5. Circular
A circular proposing the Specific Repurchase, which includes inter alia full details of the Specific
Repurchase as required by the JSE Listings Requirements, will be posted to shareholders on or
about 9 July 2014.
Sandton
3 July 2014
Investment bank, corporate adviser and sponsor:
Nedbank Capital
Sponsor to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Date: 03/07/2014 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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