Wrap Text
Finalisation announcement in respect of the offer to Nedbank preference shareholders
NEDBANK LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1951/000009/06)
JSE share code: NBKP
ISIN: ZAE000043667
JSE alpha code: BINBK
(“Nedbank” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER TO NEDBANK PREFERENCE
SHAREHOLDERS TO ACQUIRE ALL OF THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY
WAY OF A SCHEME OF ARRANGEMENT
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular dated Tuesday, 19 October 2021.
1. BACKGROUND
1.1 Nedbank shareholders (“Shareholders”) are referred to the announcements published on the Stock
Exchange News Service of JSE Limited (“SENS”) on Friday, 08 October 2021, Tuesday, 19
October 2021 and Friday, 19 November 2021, advising them that the board of directors of
Nedbank had resolved to propose a repurchase of all, or alternatively a portion of, the non-
redeemable, non-cumulative, non-participating, variable rate preference shares of Nedbank
(“Preference Shares”) by way of two separate but concurrent offers (“Proposed Repurchase”).
1.2 At the Scheme Meeting and the General Meeting, both held on Friday, 19 November 2021, all the
resolutions to approve and give effect to the Scheme were passed by the requisite majority of
Shareholders, with no Preference Shareholders voting against the Scheme Resolution at the
Scheme Meeting.
1.3 The Board and the Independent Board are pleased to announce that all the Scheme Conditions
Precedent have now been fulfilled and that the Scheme has accordingly become unconditional with
effect from Monday, 6 December 2021. Nedbank will proceed with the implementation of the
Scheme and consequently the Standby Offer has lapsed.
2. CONFIRMED IMPORTANT DATES AND TIMES
The Scheme will be implemented in accordance with the following important dates and times:
2021
Scheme Finalisation Date announcement published in the South
African press on Tuesday, 07 December
Last day to trade Preference Shares in order for Preference
Shareholders to be recorded in the Register on the Scheme
Record Date to receive the Scheme Consideration Monday, 13 December
Suspension of listing of Preference Shares from the Main Board of
the JSE at commencement of trading on Tuesday, 14 December
Last day to deliver Form of Surrender (pink) in respect of the
Scheme and Documents of Title (in order to receive the Scheme
Consideration on the Scheme Operative Date) to be received by
the Transfer Secretaries by 12h00 on Friday, 17 December
Scheme Record Date, being the date and time on which
Preference Shareholders must be recorded in the Register to
receive the Scheme Consideration by 17h00 on Friday, 17 December
Scheme Operative Date Monday, 20 December
Dematerialised Scheme Participants to have their accounts held
at their CSDP or Broker debited with the Scheme Shares and
credited with the Scheme Consideration Monday, 20 December
Date of settlement of the Scheme Consideration to be paid
electronically to Certificated Scheme Participants (if the Form of
Surrender (pink) in respect of the Scheme and Documents of Title
are received by the Transfer Secretaries by 12h00 on the Scheme
Record Date) Monday, 20 December
Delisting of the Preference Shares on the Main Board of the JSE
at the commencement of trade Tuesday, 21 December
Notes:
1. All dates and times above and quoted generally in this announcement are South African dates
and times, unless otherwise stated.
2. These dates and times are subject to amendment by Nedbank (and, to the extent necessary, the
JSE, the Takeover Regulation Panel and other regulatory authorities). Any such amendment of
the dates and times will be released on SENS and published in the South African press.
3. Preference Shareholders are reminded that Preference Shares can be traded in Dematerialised
form only. It is therefore suggested that Certificated Preference Shareholders on the Register
Dematerialise their Preference Shares prior to the last day to trade Preference Shares to receive
the Scheme Consideration, being Monday, 13 December 2021.
4. For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-
materialisation of Preference Shares may take place after the last day to trade Preference
Shares for the Scheme.
3. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement and certify that, to the best of their
knowledge and belief, such information is true, and that this announcement does not omit any facts that
would make any of the information false or misleading or would be likely to affect the importance of any
information contained in this announcement. The Independent Board and the Board have made all
reasonable enquiries to ascertain that no facts have been omitted and that this announcement contains
all information required by law.
Johannesburg
6 December 2021
INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
INDEPENDENT TRANSACTION SPONSOR
Investec Bank Limited
LEGAL ADVISOR
Edward Nathan Sonnenbergs Incorporated
TRANSFER SECRETARY
JSE Investor Services Proprietary Limited
Date: 06-12-2021 08:00:00
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