NAMPAK LIMITED - Disposal of property in Tanzania

Disposal of property in Tanzania

Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
Share Code: NPP1     ISIN: ZAE000004966
Share Code: NPKP     ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or the “Company”)

DISPOSAL OF PROPERTY IN TANZANIA 

1.Introduction

  Shareholders are advised that Nampak, through its wholly-owned
  subsidiary, Nampak Tanzania Limited (“Nampak Tanzania” or the
  “Seller”), has entered into a sale of property agreement (“Sale
  Agreement”) with Canda (T) Investment Company Limited (“Canda
  Investment” or the “Purchaser”), to dispose of property relating to its
  Tanzanian manufacturing business (“Property”) (the “Disposal”).

2.Rationale

  Nampak has wound down and closed its Tanzania manufacturing business
  and the Disposal relates to the Property that is no longer required for
  use in manufacturing activities by Nampak Tanzania.

  The Disposal is in line with Nampak’s active portfolio optimisation
  strategy and will assist Nampak in its focus on the balance of its
  portfolio and to reduce its interest bearing debt.

3.Details of the Property

  The Disposal relates to the Property with all related buildings situated
  on Plot No. 46/1 Pugu Road Area, (Nyerere Road), Ilala Municipality,
  Dar es Salaam with title No. 11048, measuring 20,096.689 m2 as expressly
  described and specified in the Sale Agreement.

  The ultimate beneficial shareholder of Canda Investment is Jianhong
  Huang. The Purchaser is not a ‘related party’ in terms of the JSE
  Limited Listings Requirements.

  Canda Investment is not acquiring or otherwise taking over any other
  aspects relating to Nampak Tanzania’s business, including any of Nampak
  Tanzania’s contracts and/or, supply agreements with its customers, all
  of which shall remain with Nampak Tanzania.

  Disposal consideration and application of proceeds

  The consideration payable for the Property amounts to US$5 550 000
  (inclusive of VAT) (“Consideration”), which will be paid into an escrow
  account, and managed in accordance with an escrow agreement, as follows:

  4.1   the first installment, an amount of US$2 887 500, shall be paid
        on or before 31 May 2023;
  4.2   the second installment, in an amount of US$887 500, shall be paid
        on or before 30 June 2023;
  4.3   the third installment, in an amount of US$887 500, shall be paid
        on or before 31 July 2023;
  4.4   the fourth instalment, in an amount of US$887 500, shall be paid
        on or before 31 August 2023;

  The Consideration will be transferred from the escrow account to the
  Seller upon registration of the Property in the name of the Purchaser,
  which is anticipated to be within 3 months following the last
  installment payment.

  The proceeds from the Disposal shall be used primarily to reduce the
  Company’s interest-bearing debt.

4.Conditions precedent to the Disposal

  The Property is sold and agreed to be transferred subject to the terms
  and conditions contained in the Certificate of Right of Occupancy
  (“Certificate of Occupancy”) issued under the Land Act, Cap. 113 and
  registered as “Title Deed” under Land Registration Act, Cap. 334. The
  transfer of the Certificate of Occupancy is conditional upon the grant
  of the Commissioner for Land’s approval for the disposition of the land
  and consent being obtained.

5.Representations and warranties
  The Sale Agreement contains representations and warranties by the
  parties in favour of one another which are standard for transactions
  of this nature.

6.Financial information

  The book value of the Property is US$107 383 and there is no profit
  attributable to the Property from operational activities.



7.Categorisation

  The Disposal is categorised as a Category 2 transaction in terms of the
  JSE Listings Requirements and accordingly no shareholder approval is
  required.


Bryanston
25 May 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 25-05-2023 05:02:00
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