Wrap Text
Declaration announcement in respect of the Nampak rights offer
NAMPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Ordinary Share Code: NPK
Ordinary share ISIN: ZAE000322095
6.0% Preference Share Code: NPKP ISIN: ZAE000004958
6.5% Preference Share Code: NPP1 ISIN: ZAE000004966
LEI: 3789003820EC27C76729
(“Nampak” or the “Company” or the “Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.
DECLARATION ANNOUNCEMENT IN RESPECT OF THE NAMPAK RIGHTS OFFER
Shareholders of the Company (“Shareholders”) are referred to the announcement published by the
Company on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Monday, 14
August 2023 in terms of which, inter alia, Shareholders were advised that the Company intends to
raise an amount of ZAR1.0 billion by way of a partially underwritten renounceable rights offer (“Rights
Offer”).
Shareholders are hereby advised that Nampak intends to launch the Rights Offer of ordinary no par
value shares in Nampak (“Ordinary Shares”) as contemplated in a Rights Offer circular to be
published on or around Monday, 4 September 2023 (the “Rights Offer Circular”).
The final terms of the Rights Offer, including the subscription price per Rights Offer Share (“Rights
Offer Price”) and the ratio of Rights Offer Shares for every Ordinary Share held (“Ratio of
Entitlement”), will be announced by Nampak on SENS on the finalisation date of the Rights Offer,
expected to be on Thursday, 31 August 2023.
RATIONALE FOR THE RIGHTS OFFER
The events that have given rise to the need for the Group to pursue the Rights Offer at this time are
varied and include inter alia macroeconomic headwinds emanating from the countries in which the
Group operates and the impact of operational headwinds, including but not limited to new entrants in
the beverage can market in South Africa. Furthermore, the impact of the COVID-19 pandemic,
resultant national lockdowns and alcohol bans, placed further significant pressure on the Group’s
balance sheet since the 2020 financial year.
A number of impairments together with the net effects of hyperinflation in Zimbabwe, an expected
credit loss raised in 2019 against the debt from the Reserve Bank of Zimbabwe and a weaker rand,
have all resulted in elevated levels of gearing.
The Board and management have undertaken to implement various turn-around initiatives, seeking to
shift the Company from being a conglomerate to a business that is more focused on specific packaging
operations delivering a higher quality of earnings, reduced risk and an improved cash generative
ability, and thus better positioned to deliver returns to Shareholders.
In order to optimise the capital structure of the Group, management has committed to the Rights Offer
and an asset disposal plan, which intend to raise ZAR1.0 billion and ZAR2.6 billion in gross proceeds,
respectively.
SALIENT TERMS OF THE RIGHTS OFFER
Nampak intends to raise gross proceeds of ZAR1.0 billion through an offer of renounceable rights to
subscribe for new Ordinary Shares (“Rights Offer Shares”) to Nampak Shareholders (excluding
Nampak Shareholders resident or located in certain restricted jurisdictions) who are recorded in the
register on the record date for the Rights Offer ("Qualifying Shareholders"), expected to be on Friday,
8 September 2023.
The Rights Offer is to be made by way of the issue of nil paid renounceable rights to Qualifying
Shareholders ("Rights") to subscribe for Rights Offer Shares at the Rights Offer Price in the Ratio of
Entitlement. The final terms of the Rights Offer, including the Rights Offer Price and the Ratio of
Entitlement, will be announced on SENS by Nampak on the finalisation date, expected to be on
Thursday, 31 August 2023.
Upon issue, the Rights Offer Shares will rank pari passu with all other Ordinary Shares of the same
class.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
Nampak has received commitments from certain of its major Shareholders, to follow their Rights in
terms of the Rights Offer and subscribe for Rights Offer Shares to the value of approximately
R500 000 000 (five hundred million Rand) in aggregate.
Nampak has furthermore received commitments from Coronation Asset Management (Pty) Limited
(“Coronation”) up to a maximum of R300 000 000, A2 Investment Partners (Pty) Limited up to a
maximum of R100 000 000 and Numus Capital (Pty) Limited up to a maximum of R50 000 000 (or
their respective duly authorised nominees, which nominees shall be a wholly owned subsidiary of the
respective underwriter), to partially underwrite the Rights Offer. Accordingly, the Rights Offer is
underwritten by the underwriters for a maximum value of R450 000 000 (four hundred and fifty million
Rand) in aggregate.
The Directors have made due and careful enquiry to confirm that the underwriters are able to meet
their commitments in terms of the Rights Offer. Further particulars of the underwriters will be set out
in the Rights Offer Circular.
It is intended that, pursuant to the terms of the underwriting agreements entered into between the
Company and the underwriters, an underwriting fee equal to 2.33% of their respective underwritten
amounts shall be payable by Nampak to the underwriters in their respective proportions. The
independent directors of the Board have considered a number of precedent rights offers on the JSE
since 2014 and are of the opinion that, taking into account all relevant circumstances, the underwriting
fees payable to the Underwriters are market related.
EXCESS APPLICATIONS
Qualifying Shareholders (or their renouncees) will be permitted to apply for Rights Offer Shares not
taken up in excess of their pro rata entitlement in terms of the Rights Offer, should there be excess
Rights Offer Shares available for allocation. Excess applications will be allowed in respect of 90%
(ninety percent) of the Rights Offer Shares (“Excess Application Portion”).
For the avoidance of doubt, Qualifying Shareholders (or their renouncees) shall not be entitled to apply
for additional excess Rights Offer Shares outside of the Excess Application Portion, which may only
be subscribed for by Coronation in terms of their underwriting agreement. The Excess Application
Portion will be allocated equitably, taking cognisance of the number of Ordinary Shares held by the
Qualifying Shareholder that applies for excess Rights Offer Shares prior to such allocation, including
Rights Offer Shares taken up as a result of the Rights Offer, and the number of excess Rights Offer
Shares applied for by such Qualifying Shareholder and the allocation rights of Coronation in terms of
their underwriting agreement.
SALIENT DATES AND TIMES
Unless otherwise stated, capitalised terms used in the table below have the same meanings given in
the Rights Offer Circular.
2023
Declaration announcement released on SENS Tuesday, 29 August
Finalisation announcement released on SENS by 11:00 Thursday, 31 August
Rights Offer Circular including Form of Instruction published on the Nampak Monday, 4 September
website
Last day to trade in Ordinary Shares in order to participate in the Rights Offer
(cum entitlement) Tuesday, 5 September
Ordinary Shares commence trading ex-Rights on the JSE at 09:00 on Wednesday, 6 September
Nil paid Letters of Allocation listed and traded under share code: NPKN and ISIN Wednesday, 6 September
ZAE000317319
Rights Offer Circular posted/emailed to certificated shareholders, together with a
Form of Instruction Thursday, 7 September
Record Date for the Rights Offer Friday, 8 September
Rights Offer opens at 09:00 on Monday, 11 September
Certificated shareholders will have their Letters of Allocation credited to an
electronic account held at the transfer secretaries Monday, 11 September
Dematerialised shareholders will have their accounts at their CSDP or broker Monday, 11 September
credited with their Letters of Allocation
Rights Offer Circular posted to dematerialised shareholders on Monday, 11 September
Last day to trade in respect of the take-up (no trading permitted in the Form of
Instruction in respect of the Letters of Allocation which is issued for processing
purposes only) Tuesday, 19 September
Listing of Rights Offer Shares at the commencement of business Wednesday, 20 September
Payment made and form of instruction lodged by certificated shareholders
wishing to exercise all or part of their entitlement at the transfer secretaries by
12:00 Friday, 22 September
Rights Offer closes at 12:00 Friday, 22 September
Record Date for take-up in terms of the Rights Offer Friday, 22 September
CSDP or broker accounts in respect of Qualifying Shareholders holding
Dematerialised Shares will be updated with Rights Offer Shares and debited with
any payments due on Tuesday, 26 September
Rights Offer Shares issued and posted to Qualifying Shareholders holding Tuesday, 26 September
Certificated Shares
Results of Rights Offer announced on SENS Tuesday, 26 September
In respect of successful excess applications for Rights Offer Shares (if
applicable), Rights Offer Shares issued to Qualifying Shareholders holding
Dematerialised Shares and / or share certificates posted to Qualifying
Shareholders holding Certificated Shares Thursday, 28 September
In respect of unsuccessful excess applications for Rights Offer Shares (if
applicable), refunds made to Qualifying Shareholders holding Certificated Shares Thursday, 28 September
Notes:
1. Qualifying Shareholders will be notified of any material amendments to the important dates and times on
SENS and in the South African press.
2. Unless otherwise indicated, all times are South African times.
3. Shareholders may not Dematerialise or rematerialise their Ordinary Shares between Wednesday,6
September 2023, and Friday, 8 September 2023, both dates inclusive.
4. CSDPs effect payment on a delivery versus payment method in respect of Qualifying Shareholders holding
Dematerialised Shares.
5. Nampak share certificates will be posted by registered post at the risk of the Qualifying Shareholder.
TAXATION
The tax treatment of the purchase, subscription, renouncing, holding and disposal of the nil paid letters
of allocation or Rights Offer Shares in the hands of ordinary Shareholders is dependent on their
individual circumstances and the tax jurisdiction applicable to those ordinary Shareholders. No
ordinary Shareholder should construe the contents of this announcement or the Rights Offer Circular
and the documentation accompanying it as tax or other advice. Ordinary Shareholders are advised to
consult their tax and financial advisors regarding any taxation implications pertaining to them regarding
the acceptance of their Rights in terms of the Rights Offer.
FOREIGN SHAREHOLDERS
Foreign Shareholders may be affected by the Rights Offer, having regard to prevailing laws in their
relevant jurisdictions. Such foreign Shareholders should inform themselves with regard to and observe
any applicable legal requirements of such jurisdiction in relation to all aspects of this announcement
that may affect them, including the Rights Offer. It is the responsibility of each foreign Shareholder to
satisfy himself as to the full observation of the laws and regulatory requirements of the relevant foreign
jurisdiction in connection with the Rights Offer, including obtaining any governmental, exchange or
other consents or the making of any filing which may be required, the compliance with any other
necessary formalities and the payment of any issue, transfer or other taxes or other requisite payments
due in such jurisdictions. The Rights Offer is governed by the laws of South Africa and is subject to
applicable laws and regulations, including Exchange Control regulations. Nothing in this declaration
announcement or the Rights Offer Circular referred to herein constitutes an offer of securities for sale
in any jurisdiction where it is unlawful to do so.
RIGHTS OFFER CIRCULAR
Further details of the Rights Offer will be disclosed in the Rights Offer Circular, which is anticipated to
be made available on Nampak’s website (www.nampak.co.za) on Monday, 4 September 2023, and
will be posted, together with a form of instruction in respect of the Letters of Allocation, to certificated
Shareholders on Thursday, 7 September 2023 and to qualifying dematerialised Shareholders on
Monday, 11 September 2023.
INVESTOR PRESENTATION
Shareholders are referred to a recent investor presentation available on the Company’s website
at https://www.nampak.com/Investors/Financial-Information
Johannesburg
Tuesday, 29 August 2023
Lead Financial Advisor to the Company and Independent Corporate Advisor to the Board
PSG Capital
Joint Transaction Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
The Standard Bank of South Africa Limited
Legal Advisor to Nampak
Edward Nathan Sonnenbergs Inc.
IMPORTANT NOTICE
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe
for securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement
of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act 71 of 2008, as amended, or
otherwise ("Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the Companies Act. As a result, this announcement does not comply with the substance
and form requirements for a prospectus set out in the Companies Act and the South African Companies Regulations of 2011,
and has been approved by, and/or registered with, the South African Companies and Intellectual Property Commission or any
other South African authority. Nothing in this announcement should be viewed, or construed, as "advice", as that term is used
in the South African Financial Markets Act 19 of 2012, as amended, and/or Financial Advisory and Intermediary Services Act
37 of 2002, as amended, ("FAIS Act").
The announcement constitutes factual, objective information about Nampak and nothing contained herein should be construed
as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature as contemplated
in the FAIS Act in respect of Nampak or any transaction in relation thereto. Nampak and/or its representatives and advisors are
not (and are not required to be) Financial Services Providers as contemplated in the FAIS Act in South Africa and the contents
of this announcement must not be construed as constituting the canvassing for, or marketing or advertising of, financial services
by Nampak and/or its representatives and advisors in South Africa. To the extent that any of Nampak’s representatives and
advisors, are registered Financial Services Providers, none of them purport to provide, market or advertise financial services to
any person in respect of Nampak and this announcement does not constitute financial advice, or financial services, provided
by the aforesaid to any person who is in possession of this announcement.
This announcement is for distribution only to persons who (a) have professional experience in matters relating to investments
falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,
("Order"); (b) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.")
of the Order; (c) are outside the United Kingdom; or (d) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with relevant persons.
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States,
its territories or possessions, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be
unlawful. This announcement is not and do does not contain an offer of securities for sale or a solicitation of an offer to purchase
or subscribe for securities in any jurisdiction, including the United States, Australia, Canada or Japan or any other state or
jurisdiction in which such release, publication or distribution would be unlawful. The securities to which this announcement
relates (the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, registration under the Securities Act. There will be no public offer of the Securities in the United
States. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of such countries
The content of this announcement should not be construed as business, legal or tax advice. It is not intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by Nampak or any of the advisors
or underwriters that any recipient of this announcement should acquire any of Nampak’s securities. Neither Nampak nor any of
the advisors or underwriters is making any representation to any prospective investor regarding the legality of an investment in
Nampak by such prospective investor under the laws and regulations applicable to such prospective investor. Prospective
investors should consult their own professional adviser before making any investment decision with regard to Nampak and in
making an investment decision, prospective investors must rely on their own analysis, enquiry and examination of Nampak,
including the merits and risks therein. All investment is subject to risk. The value of the securities offered may go down as well
as up. Past performance is no guarantee of future returns.
Date: 29-08-2023 04:54:00
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.
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