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Announcement relating to amendments to the company’s Memorandum of Incorporation and posting of circular
NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000071676
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or the “company”)
Announcement relating to, inter alia:
• amendments to the company’s Memorandum of Incorporation to facilitate the proposed
rights offer;
• the restructuring of Nampak’s share capital by the consolidation of every 250 shares held
into 1 share; and
• the posting of a circular, including a notice of general meeting, to shareholders in respect
of, inter alia, the authorisations required to enable Nampak to proceed with the proposed
rights offer.
Words and expressions used in this announcement shall, unless expressly defined herein or indicated
otherwise by the context, bear the meanings given to them in the circular posted to shareholders today
Thursday, 15 December 2022.
1. Introduction
Shareholders are referred to the company’s trading statement published on SENS on Thursday, 1
December 2022 in terms of which shareholders were advised that Nampak would be convening an
extra-ordinary general meeting (the “general meeting”)in respect of which a circular to
shareholders will be published on or about Thursday, 15 December 2022 (the “circular”), seeking
all relevant authorisations required to enable the company to proceed with a potential rights offer
of up to R2.0 billion (the “proposed rights offer”) during the course of the first quarter of 2023
which, if successful, will enable management to focus on delivering on Nampak’s growth strategy
and result in a simplified, more robust capital structure.
To give effect to the proposed rights offer, the company requires its shareholders to approve, inter
alia:
• the proposed conversion of all of the Nampak shares from par value to no par value shares;
• the restructure of its share capital by consolidating and reducing the authorised ordinary shares
from 776 857 200 shares to 3 107 428 shares by the consolidation of every 250 shares held
into 1 share (the “consolidation”) ;
• the proposed increase in the company’s authorised but unissued share capital (post conversion
and consolidation) from 3 107 428 Nampak shares to 1 000 000 000 Nampak shares;
• the issue of new Nampak shares required for the implementation of the proposed rights offer
which new shares will have voting power in excess of 30% of the voting power of the entire
issued ordinary share capital as exists at the time of launch of the proposed rights offer; and
• the waiver of any obligation for certain potential underwriters of the proposed rights offer to
make a mandatory offer to Nampak shareholders arising from, or in any way connected to, the
proposed rights offer.
2. The consolidation
Given (i) the size of the proposed rights offer relative to Nampak’s current market capitalisation, (ii)
the need to price the proposed rights offer shares at a discount to the prevailing Nampak share
price at the time of launch, and (iii) Nampak’s current share price, the consolidation is being sought
to ensure that the proposed rights offer price is fixed at a practical level and the share price upon
completion of the proposed rights offer is at a sufficiently high level to enable it to trade at market-
related prices and become more attractive to institutional investors.
Subject to the approval and implementation of the consolidation:
• fractions of consolidated shares will not be issued. In the case of fractional entitlements, all
allocations of shares will be cash settled with reference to the volume weighted average
price on the first day of trading of the consolidated shares, less 10% ; and
• the consolidation is expected to be effective on Wednesday, 15 February 2023.
3. Notice of general meeting
Notice is hereby given that the general meeting of Nampak shareholders will be held entirely
virtually at 09:00 on Wednesday, 18 January 2023. The electronic communication platform utilised
by the company will enable all persons participating in the general meeting to vote electronically
during the general meeting and to communicate and to participate effectively in the general
meeting. It will be possible to vote electronically on resolutions during the general meeting.
Copies of the circular may be obtained from the company secretary by emailing
Ilse.vanlochem@nampak.com, from the registered office of Nampak or the offices of the joint
transaction sponsors, whose addresses are set out in the “Corporate information and advisors”
section of the circular, during normal business hours from Thursday, 15 December 2022 until
Wednesday, 18 January 2023 (both days inclusive).
The circular will also be available in electronic form from the company’s website
(www.nampak.com) from Thursday, 15 December 2022.
The full details of the electronic participation are set out in the circular.
4. Salient dates and times
2022/2023
Record date to be eligible to receive the circular Friday, 9 December
Date of issue of the circular (incorporating the notice of general
meeting, form of proxy (blue) and form or surrender (yellow)) Thursday, 15 December
Issue of circular, notice of general meeting and consolidation
declaration announcement (including new ISIN: ZAE000316626)
released on SENS Thursday, 15 December
Last day to trade to be eligible to participate in and vote at the
general meeting Tuesday, 10 January
Voting record date to participate in and vote at the general
meeting Friday, 13 January
Registration to participate in and vote electronically at the general
meeting as set out in the notes to the notice of general meeting by
09:00 on Monday, 16 January
Proxy forms to be lodged with the share registrar as soon as
possible for administrative purposes only, (preferably by 09:00),
but in any event before the proxy exercises any rights of the
Nampak shareholder appointing the proxy at the general meeting Monday, 16 January
General meeting to be held at 09:00 on Wednesday, 18 January
Results of general meeting released on SENS Wednesday, 18 January
Exemption application to the TRP to obtain the waiver of
mandatory offer Thursday, 19 January
Last day for Nampak shareholders to make representations to the
TRP relating to the TRP waiver exemption before a ruling is made
by the TRP Thursday, 26 January
Expected date to receive confirmation of filing and acceptance by
CIPC of the special resolutions Wednesday, 1 February
PLEASE NOTE THAT THE DATES PROVIDED BELOW RELATING TO THE
CONSOLIDATION ARE SUBJECT TO THE FILING AND ACCEPTANCE BY CIPC OF THE
SPECIAL RESOLUTIONS AND THE JSE BEING PROVIDED WITH A CERTIFIED COPY OF
THE SPECIAL RESOLUTIONS AS FILED BY CIPC. THE TIMETABLE BELOW IN RESPECT
OF THE CONSOLIDATION WILL HAVE TO BE AMENDED SHOULD ACCEPTANCE OF THE
RESOLUTIONS BY CIPC NOT HAVE BEEN RECEIVED BY THIS DATE.
Release of finalisation information in respect of the consolidation
on SENS Thursday, 2 February
Last day to trade under the present share capital in order to be
recorded as a shareholder by the record date for the consolidation Tuesday, 14 February
Trading in consolidated shares under the new consolidated share
capital commences on the new ISIN:ZAE000316626 and
suspension of trading in shares on the old ISIN: ZAE000071676 Wednesday, 15 February
Announcement released on SENS in respect of the cash payment Thursday, 16 February
applicable to fractional entitlements as a result of the
consolidation, based on the volume weighted average price of
consolidated shares traded on Wednesday, 15 February 2023,
less 10%, by 11:00
Record date to determine those shareholders whose shares will
be subject to the consolidation Friday, 17 February
Forms of surrender (yellow) to be received by the transfer
secretaries in order for certificated shareholders to have their
entitlements credited to their accounts at their CSDP or broker in
dematerialised form on Monday, 20 February 2023, by 12:00 Friday, 17 February
Dematerialised shareholders will have their accounts at their
CSDP or broker updated to reflect the consolidation Monday, 20 February
Certificated shareholders who have surrendered their documents
of title and given valid details of their CSDP or broker will have
their accounts at their CSDP or broker credited with their
entitlement Monday, 20 February
Certificated shareholders who have not surrendered their
documents of title will have their entitlements credited to
Computershare Nominees pending the surrender of their
documents of title Monday, 20 February
Notes:
1. The above dates and times are subject to amendment. Any such material amendment will be released
on SENS and published in the South African press.
2. All times quoted in the circular are local times in South Africa on a 24-hour basis, unless specified
otherwise.
3. No orders to dematerialise or rematerialise shares will be processed from the business day following
the last day to trade to be eligible to participate in and vote at the general meeting up to and including
the voting record date, but such orders will again be processed from the first business day after the
voting record date.
4. The certificated register will be closed between the last day to trade to be eligible to participate in and
vote at the general meeting and the voting record date.
5. If the general meeting is adjourned or postponed, forms of proxy submitted for the general meeting will
remain valid in respect of any adjournment or postponement of the general meeting unless the contrary
is stated on such form of proxy (blue).
6. Shares in the pre-consolidated form may not be dematerialised after the last day to trade prior to the
consolidation, expected to be Tuesday, 14 February 2023.
7. Shares in the consolidated form may be dematerialised or rematerialised as from Monday, 20 February
2023.
Bryanston
15 December 2022
Joint transaction sponsors: Nedbank Corporate and Investment Banking, a division of Nedbank Limited
and The Standard Bank of South Africa Limited
Financial advisor: Rothschild and Co South Africa Proprietary Limited
Legal advisor: Edward Nathan Sonnenbergs Inc.
Date: 15-12-2022 10:10:00
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