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Notice of general meeting of shareholders
Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
(“Nampak” or the "the Company")
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that a general meeting of the ordinary
shareholders of Nampak Limited will be held on Wednesday, 11 July 2018
at 10:00 at The Forum at The Campus, Wanderers Building, 57 Sloane
Street, Bryanston, South Africa, to transact the business stated in
this notice.
CONTEXT OF SPECIAL RESOLUTIONS PROPOSED IN THE NOTICE OF GENERAL
MEETING
The Company may be required to grant financial assistance as
contemplated in sections 44 or 45 of the Companies Act 71 of 2008 (“the
Companies Act”) in the normal course of business, for the facilitation
of effective day-to-day operations, financial administration and
financial structuring, or in relation to black economic empowerment
transactions or existing share schemes.
Nampak’s subsidiaries and other related and inter-related companies and
corporations are only able to obtain financing and/or financial backing
from Nampak Limited pursuant to a special resolution of the
shareholders in terms of section 45 of the Companies Act, which may
include inter-company loans or Company guarantees in favour of third
parties such as financial institutions, service providers and other
counterparties (in respect of the provision of banking facilities,
structured financing transactions, the refinancing or restructuring of
existing financing transactions, new funding arrangements, acquisition
transactions, project financing or debt capital transactions).
Nampak will shortly be going to the market to raise two revolving
credit facilities from local and international banks (amounting to
approximately R5 billion and US$550 million respectively). The
revolving credit facilities will, amongst others, enable Nampak to
discharge existing funding obligations as and when they become due and
payable. In order for the facilities to be raised, and as is customary
in the market, guarantees from Nampak Limited, as the parent company,
are required by bankers in order to protect the banks’ rights to ensure
recoverability of the loans. Nampak Limited is required to obtain
approval from the shareholders in terms of section 45 of the Companies
Act to enable it to furnish guarantees to financial institutions.
In addition, Nampak’s existing share schemes do not satisfy the
requirements of section 97 of the Companies Act in that these schemes
provide for, amongst others, the transfer of shares, in addition to the
issue of shares, to employees (including executive directors and
prescribed officers) of the Nampak Group and therefore are not exempt
from the provisions of sections 44 and 45 of the Companies Act which
require that the granting of financial assistance by the Company for
the purposes of the schemes be approved by special resolutions of the
shareholders.
It must be noted that financial assistance in terms of sections 44 and
45 of the Companies Act will not be granted in contravention of any
statutory requirements and/ or Listings Requirements applicable to the
Company, nor before the Board satisfies itself that (i) the furnishing
of financial assistance falls within the limitations set by the
shareholders as outlined in the proposed special resolutions, (ii)
immediately after providing the financial assistance, the Company will
satisfy the solvency and liquidity test as contemplated in the
Companies Act and (iii) that the terms under which the financial
assistance is proposed to be given are fair and reasonable to the
Company.
Bryanston
12 June 2018
Sponsor: UBS South Africa (Pty) Ltd
Forward-looking statements: Certain statements in this document are not reported financial
results or historical information, but forward-looking statements. These statements are
predictions of or indicate future events, trends, future prospects, objectives, earnings,
savings or plans. Examples of such forward-looking statements include, but are not limited
to, statements regarding volume growth, increases in market share, exchange rate
fluctuations, shareholder return and cost reductions. Forward-looking statements are
sometimes, but not always, identified by their use of a date in the future or such words as
“believe”, “continue”, “anticipate”, “ongoing”, “expect”, “will”, “could”, “may”, “intend”,
“plan”, “could”, “may”, and “endeavour”. By their nature, forward-looking statements are
inherently predictive, speculative, and involve inherent risks and uncertainties, because
they relate to events and depend on circumstances that may or may not occur in the future.
If one or more of these risks materialise, or should underlying assumptions prove
incorrect, our actual results may differ materially from those anticipated. There are a
number of factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements. These factors include,
but are not limited to: changes in economic or political conditions and changes to the
associated legal, regulatory and tax environments; lower than expected performance of
existing or new products and the impact thereof on the Group’s future revenue, cost
structure and capital expenditure; the Group’s ability to expand its portfolio; skills
shortage; changes in foreign exchange rates and a lack of market liquidity which holds up
the repatriation of earnings; increased competition, slower than expected customer growth
and reduced customer retention; acquisitions and divestments of Group businesses and assets
and the pursuit of new, unexpected strategic opportunities; the extent of any future write-
downs or impairment charges on the Group’s assets; the impact of legal or other proceedings
against the Group; uncontrollable increases to legacy defined benefit liabilities and
higher than expected costs or capital expenditures. When relying on forward-looking
statements to make investment decisions, you should carefully consider both these factors
and other uncertainties and events. Forward-looking statements apply only as of the date on
which they are made, and we do not undertake any obligation to update or revise any of
them, whether as a result of new information, future events or otherwise.
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