NEDBANK GROUP LIMITED - Finalisation Announcement Relating to the Odd-Lot Offer

Finalisation Announcement Relating to the Odd-Lot Offer

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’)

FINALISATION ANNOUNCEMENT RELATING TO THE ODD-LOT OFFER


Introduction

Nedbank Group shareholders (“Shareholders”) are referred to the circular (‘Circular’) containing details
of the Odd-lot Offer (‘Odd-lot Offer’) that was posted to Shareholders on Wednesday, 24 October 2018.
Shareholders are further referred to the general meeting of Shareholders (‘General Meeting’) that was
held on Thursday, 22 November 2018 and the subsequent announcement that was released on SENS
on the same day advising that the Odd-lot Offer was approved by Shareholders at the General Meeting.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the Circular.


Offer Price

The offer price per Nedbank Group Share in respect of the Odd-lot Offer is R276.47672 (‘Offer Price’)
and has been calculated on the 10-day volume weighted average price of a Nedbank Group ordinary
share on the JSE at the close of business on Monday, 3 December, 2018 being R263.31116 plus a 5%
premium.

If you wish to retain your Nedbank Group Shares you must specifically make an election to do
so. Those Odd-lot Holders who do not make an election will automatically be regarded as having
accepted the Odd-lot Offer and chosen to dispose of their Nedbank Group Shares to Nedbank
Group and receive the Cash Consideration.


Tax consequences

As set out in the Circular, the Nedbank Group board has resolved that the Odd-lot Offer will be
distributed as a return of capital (paid out of ‘contributed tax capital’ as defined in section 1 of the South
African Income Tax Act). The Cash Consideration will therefore not be regarded as a dividend for South
African income tax purposes.

The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising from
the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell their Odd-lot
Holdings to Nedbank Group or who do not make an election. Annexure 1 to the Circular contains a
summary of the tax consequences for Odd-lot Holders who make an election to sell their Odd-lot
Holdings to Nedbank Group or who do not make an election. Shareholders should, however, seek their
own tax advice.

                                                                                                            
Implementation of the Odd-lot Offer

Accordingly, the Odd-lot Offer is unconditional and the salient dates and times in respect of the
implementation of the Odd-lot Offer are set out below:

                                                                                                  2018

 Last day to trade to participate in the Odd-lot Offer                            Tuesday, 11 December

 Shares trade ex the Odd-lot Offer                                              Wednesday, 12 December

 Record date for the Odd-lot Offer. Odd-lot Offer closes at 12:00 (SA              Friday, 14 December
 time)

 Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer               Tuesday, 18 December
 or are deemed to have accepted the Odd-lot Offer will have their
 accounts held at their CSDP or broker credited with the Cash
 Consideration

 Payments of the Cash Consideration to certificated Odd-lot Holders               Tuesday, 18 December
 who have accepted the Odd-lot Offer

 Results of the Odd-lot Offer released on SENS                                    Tuesday, 18 December

 Results of the Odd-lot Offer published in the press                            Wednesday, 19 December

 Cancellation and termination of listing of Nedbank Group ordinary                 Friday, 21 December
 shares repurchased in terms of the Odd-lot Offer expected on or about


Notes:
   1. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of
       their election by the cut-off time stipulated by their CSDP or broker. This will be an earlier date
       than the closing of the Odd-lot Offer.
   2. Shareholders may not dematerialise or rematerialise their Shares after the last day to trade,
       being Tuesday, 11 December 2018.

Sandton

4 December 2018

Financial advisors to Nedbank Group:
Nedbank CIB
Deutsche Bank

Sponsors to Nedbank Group:
Nedbank CIB
Merrill Lynch South Africa (Pty) Ltd

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd




                                                                                                        

Date: 04/12/2018 11:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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