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NEDBANK LIMITED - Distribution of circular and notices of shareholders meetings

Release Date: 19/10/2021 08:55
Wrap Text
Distribution of circular and notices of shareholders’ meetings

NEDBANK LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1951/000009/06)
JSE share code: NBKP
ISIN: ZAE000043667
JSE alpha code: BINBK
(“Nedbank” or “the Company”)

DISTRIBUTION OF CIRCULAR AND NOTICES OF SHAREHOLDERS’ MEETINGS IN RESPECT OF THE
OFFER TO NEDBANK PREFERENCE SHAREHOLDERS TO ACQUIRE ALL, OR ALTERNATIVELY A
PORTION OF, THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF A SCHEME OF
ARRANGEMENT OR A STANDBY GENERAL OFFER

Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular.

1.      INTRODUCTION

        1.1.    Nedbank shareholders (“Shareholders”) are referred to the firm intention announcement
                published on the Stock Exchange News Service of JSE Limited (“JSE”) (“SENS”) on Friday, 08
                October 2021 (“Firm Intention Announcement”), advising them that the board of directors
                of Nedbank (“Board”) had resolved to propose a repurchase of all, or alternatively a portion of,
                the non-redeemable, non-cumulative, non-participating, variable rate preference shares of
                Nedbank (“Preference Shares”) by way of two separate, but concurrent offers (“Proposed
                Repurchase”), comprising:

                1.1.1.       an offer to all of the holders of Preference Shares (“Preference Shareholders”)
                             to repurchase all their Preference Shares (“Scheme Shares”) for a cash
                             consideration of ZAR9.79 per Scheme Share (“Scheme Consideration”), in
                             accordance with the provisions of sections 114(1)(c) and 114(1)(e), read with
                             section 115(2)(a), of the Companies Act of South Africa, 71 of 2008, as amended,
                             (“Companies Act”), by way of a scheme of arrangement between Nedbank and
                             the Preference Shareholders (“Scheme”), which, if successfully implemented will
                             result in all Preference Shares being repurchased, cancelled and removed from
                             the issued share capital of Nedbank and subsequently Delisted from the Main
                             Board of the JSE; and

                1.1.2.       separate to the Scheme, but concurrently with it, and subject to the Scheme not
                             becoming operative, a general offer (“Standby Offer”) by Nedbank, in terms of
                             section 48(2)(a) read with sections 48(8)(a) and 48(8)(b) (read with the
                             requirements of sections 114 and 115) of the Companies Act, to Preference
                             Shareholders to repurchase all or, if only certain of the Preference Shareholders
                             accept the Standby Offer, a portion of their Preference Shares (“Standby Offer
                             Shares”) for a cash consideration of ZAR9.04 per Standby Offer Share (“Standby
                             Offer Consideration”). The Standby Offer may be accepted or rejected by
                             Preference Shareholders (in whole or in part) and, if successfully implemented,
                             will result in only those Preference Shares that have been voluntarily tendered
                             being repurchased, cancelled and removed from the issued share capital of
                             Nedbank, and the subsequent delisting of those Preference Shares that are
                             repurchased and cancelled from the Main Board of the JSE. If there are any
                             remaining Preference Shareholders after the implementation of the Standby
                             Offer, then the Standby Offer will not result in a delisting as contemplated in
                             section 1 of the Listings Requirements of the JSE (“Listings Requirements”).

        1.2.    The Scheme and the Standby Offer are proposed concurrently on the basis that the
                implementation of the Standby Offer will be conditional on, inter alia, the Scheme not
                becoming unconditional and operative. In this regard, if the Scheme becomes unconditional
                and operative, the Standby Offer will lapse. Alternatively, if the Scheme does not become
                unconditional and operative and the Standby Offer becomes wholly unconditional, the Standby
                Offer will become effective.

        1.3.    As noted in the Firm Intention Announcement, the Scheme and the Standby Offer are each
                subject to the fulfilment or waiver (as the case may be) of certain suspensive conditions,
                including, inter alia, all necessary Shareholder approvals and/or resolutions as may be
                necessary to give effect to the Scheme and the Standby Offer, respectively.

2.      DISTRIBUTION OF THE CIRCULAR AND THE NOTICES CONVENING THE SCHEME MEETING
        AND THE GENERAL MEETING

        2.1.    A circular (“Circular”) providing full details of the Scheme and the Standby Offer, and
                containing notices of the meeting of Preference Shareholders (“Scheme Meeting”) and the
                meeting of the Ordinary Shareholder, the A Preference Shareholder and the B Preference
                Shareholder, as such terms are defined in the Circular (“General Meeting”), the Independent
                Expert’s Report, the recommendations of the Independent Board, the salient dates and times
                relating to the Scheme and the Standby Offer and the necessary forms in order to effect the
                Scheme and the Standby Offer, was distributed to Shareholders today, Tuesday, 19 October
                2021.

        2.2.    Shareholders should note that the Ordinary Shareholder is entitled to participate and vote at
                the General Meeting and the A Preference Shareholder and the B Preference Shareholder
                are only entitled to participate in the General Meeting, but not to vote.

        2.3.    The        Circular    is      also     available      on       Nedbank’s         website,
                https://www.nedbank.co.za/content/nedbank/desktop/gt/en/investor-relations/information-
                hub/circulars.html.

        2.4.    Notice is hereby given that the Meetings will be held as follows:

                2.4.1.       The Scheme Meeting will be held entirely by way of electronic communication at
                             08h30 on Friday, 19 November 2021 (or any other adjourned or postponed date
                             and time in accordance with the provisions of section 64 of the Companies Act
                             and the MOI); and
                2.4.2.       The General Meeting will be held entirely by way of electronic communication at
                             the later of 09h00 or the conclusion of the Scheme Meeting on Friday, 19
                             November 2021 (or any other adjourned or postponed date and time in
                             accordance with the provisions of section 64 of the Companies Act and the MOI).

3.      ELECTRONIC PARTICIPATION

        3.1.    In light of the restrictions on public gatherings pursuant to the regulations issued in terms of
                section 27(2) of the Disaster Management Act 57 of 2002 arising from the Covid-19 pandemic,
                the Meetings will be conducted entirely by electronic communication.

        3.2.    The electronic meeting facilities will permit the Preference Shareholders (in respect of the
                Scheme Meeting), and the Ordinary Shareholder, the A Preference Shareholder and the B
                Preference Shareholder (in respect of the General Meeting), to be able to communicate
                concurrently with any participants at the Meetings without an intermediary, and to participate
                reasonably effectively in the Meetings. Voting via the electronic facility will be the only method
                available to the Preference Shareholders (in respect of the Scheme Meeting) and the Ordinary
                Shareholder (in respect of the General Meeting) to vote their shares at the Meetings. Nedbank
                has retained the services of TMS to host the Meetings on an interactive electronic platform to
                facilitate remote participation and voting using either a smartphone, tablet or computer.

        3.3.    Should the relevant Shareholders wish to participate in the Meetings they will be required to
                pre-register their personal details and are recommended to do so by registering online at
                www.tmsmeetings.co.za by 08h30 on Wednesday, 17 November 2021.
        3.4.    Full details regarding registration and participation are provided in the Circular under the
                heading “Electronic Participation”.

4.      IMPORTANT DATES AND TIMES

                                                                                                      2021
Last Practicable Date                                                                   Friday, 01 October
Posting Record Date to be eligible to receive the Circular and the Notices              Friday, 08 October
Posting of the Circular and the Notices on                                             Tuesday, 19 October
Announcement confirming: (i) publication of the Circular on Nedbank’s
website and (ii) posting of the Circular and the Notices, released on SENS
on                                                                                     Tuesday, 19 October
Announcement confirming: (i) publication of the Circular on Nedbank’s
website and (ii) posting of the Circular and the Notices, published in the
South African press on                                                               Wednesday, 20 October
Standby Offer Opening Date                                                           Wednesday, 20 October
Last day to trade Preference Shares in order for Preference Shareholders
to be recorded in the Register on the Meetings Record Date                            Tuesday, 09 November
Meetings Record Date to be eligible to vote at the Scheme Meeting and
the General Meeting                                                                    Friday, 12 November
Recommended last day and time to lodge Forms of Proxy (blue) and
Forms of Proxy (green) with the Transfer Secretaries by 08h30 on                    Wednesday, 17 November
Recommended last day to register to participate in the Scheme Meeting
and the General Meeting electronically by 08h30 on                                  Wednesday, 17 November
Last day to register to participate in the Scheme Meeting and the General
Meeting electronically by 08h30 on                                                     Friday, 19 November
Last day for any Preference Shareholder to deliver written notice to
Nedbank objecting to the Scheme Resolution in accordance with section
164(3) of the Companies Act before the Scheme Resolution is to be voted
on at the Scheme Meeting                                                               Friday, 19 November
Scheme Meeting to be held entirely by way of electronic communication at
08h30 on                                                                               Friday, 19 November
General Meeting to be held entirely by way of electronic communication at
the later of 09h00 or the conclusion of the Scheme Meeting on                          Friday, 19 November
Results of the Scheme Meeting and General Meeting released on SENS
on                                                                                     Friday, 19 November
Results of the Scheme Meeting and General Meeting published in the
South African press on                                                                 Monday, 22 November
Last date for Preference Shareholders who voted against the Scheme
Resolution to require Nedbank to seek Court approval for the Scheme in
terms of section 115(3)(a) of the Companies Act, if the Scheme Resolution
in terms of section 115(2)(a) of the Companies Act was opposed by at
least 15% of the voting rights that were exercised                                     Friday, 26 November
Last date for Preference Shareholders who voted against the Scheme
Resolution to be granted leave by a Court to apply for a review of the
Scheme in terms of section 115(3)(b) of the Companies Act                              Friday, 03 December
Last date for Nedbank to give notice of adoption of the Scheme Resolution
in terms of section 164(4) of the Companies Act to the Preference
Shareholders who delivered written notices to Nedbank objecting to the
Scheme Resolution in accordance with section 164 of the Companies Act
and have neither withdrawn that notice nor voted in support of the Scheme
Resolution                                                                             Friday, 03 December
If no Preference Shareholders exercise their rights in terms of section
115(3) of the Companies Act
TRP compliance certificate delivered in terms of section 121(b)(i) of the
Companies Act                                                                          Friday, 03 December
If the Scheme Resolution is duly approved by Preference
Shareholders at the Scheme Meeting, no Preference Shareholders
exercise their rights in terms of section 115(3) of the Companies Act
and all other Scheme Conditions Precedent are fulfilled (or waived,
where such conditions are capable of waiver):
Scheme Finalisation Date announcement expected to be released on
SENS by 11h00 on                                                                       Monday, 06 December
Scheme Finalisation Date announcement expected to be published in the
South African press on                                                                Tuesday, 07 December
Expected Scheme last day to trade Preference Shares in order for
Preference Shareholders to be recorded in the Register on the Scheme
Record Date to receive the Scheme Consideration                                        Monday, 13 December
Expected suspension of listing of Preference Shares from the Main Board
of the JSE at commencement of trading                                                 Tuesday, 14 December
Last day to deliver the Form of Surrender (pink) in respect of the Scheme
and Documents of Title (in order to receive the Scheme Consideration on
the Scheme Operative Date) to be received by the Transfer Secretaries,
which is expected to be by 12h00 on                                                    Friday, 17 December
Expected Scheme Record Date, being the date and time on which
Preference Shareholders must be recorded in the Register to receive the
Scheme Consideration, which is expected to be by 17h00                                 Friday, 17 December
Expected Scheme Operative Date                                                         Monday, 20 December
Dematerialised Scheme Participants expected to have their accounts (held
at their CSDP or Broker) debited with the Scheme Shares and credited
with the Scheme Consideration                                                          Monday, 20 December
Expected date of settlement of the Scheme Consideration to be paid
electronically to Certificated Scheme Participants (if the Form of Surrender
(pink) in respect of the Scheme and Documents of Title are received by the
Transfer Secretaries by 12h00 on the Scheme Record Date)                               Monday, 20 December
Expected Delisting of the Preference Shares on the Main Board of the JSE
at the commencement of trade                                                          Tuesday, 21 December
If the Scheme Conditions Precedent are not fulfilled (or waived, where
such conditions are capable of waiver) and the Scheme does not
become operative, the Standby Offer Conditions Precedent are
fulfilled (or waived, where such conditions are capable of waiver):
The Standby Offer Finalisation Date announcement expected to be
released on SENS on                                                                    Monday, 06 December
The Standby Offer Finalisation Date announcement expected to be
published in the South African press on                                               Tuesday, 07 December
Expected Standby Offer last day to trade Preference Shares in order for
Eligible Shareholders to be recorded in the Register on the Standby Offer
Record Date to participate in the Standby Offer and thereby receive the
Standby Offer Consideration                                                            Monday, 13 December
Preference Shares trade “ex” the right to participate in the Standby Offer
on                                                                                    Tuesday, 14 December
Expected Standby Offer Record Date to determine who is eligible to
participate in the Standby Offer and thereby receive the Standby Offer
Consideration                                                                          Friday, 17 December
Expected Standby Offer Closing Date at 12h00 on                                        Friday, 17 December
Results of the Standby Offer released on SENS on                                       Monday, 20 December
Expected date of settlement of the Standby Offer Consideration to be paid
electronically to Certificated Standby Offer Participants who accepted the
Standby Offer (if the Form of Acceptance and Surrender (yellow) in respect
of the Standby Offer and Documents of Title are received by the Transfer
Secretaries on or before 12h00 on the Standby Offer Closing Date)                      Monday, 20 December
Dematerialised Standby Offer Participants expected to have their accounts
held at their Broker or CSDP debited with the Standby Offer Shares and
credited with the Standby Offer Consideration on                                       Monday, 20 December
Results of the Standby Offer published in the South African press on                  Tuesday, 21 December
Expected termination of listing of those Preference Shares repurchased in
terms of the Standby Offer on the Main Board of the JSE at the
commencement of trade on                                                              Tuesday, 21 December

      Notes:
      1.     All dates and times above and quoted generally in the Circular are South African dates and times,
             unless otherwise stated.
      2.     These dates and times are subject to amendment by Nedbank (and, to the extent necessary, the
             JSE, the TRP and other regulatory authorities). The dates have been determined based on
             certain assumptions, including, but not limited to, the date by which Shareholder and regulatory
             approvals will be obtained, that no Court approval or review of the Scheme Resolution will be
             required and that no delay will occur in the fulfilment of the Scheme Conditions Precedent. Any
             such amendment to the dates and times will be released on SENS and published in the South
             African press.
      3.     Preference Shareholders should note that as transactions in Preference Shares are settled in
             the electronic settlement system used by Strate, settlement of trades takes place 3 Business
             Days after such trade. Therefore, Preference Shareholders who acquire Preference Shares after
             close of trade on Tuesday, 09 November 2021 will not be eligible to participate and vote at the
             Scheme Meeting.
      4.     Preference Shareholders are reminded that Preference Shares can be traded in Dematerialised
             form only. It is therefore suggested that Certificated Preference Shareholders on the Register
             Dematerialise their Preference Shares prior to the last day to trade Preference Shares to receive
             either the Scheme Consideration or the Standby Offer Consideration, as the case may be,
             expected to be Monday, 13 December 2021.
      5.     For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-
             materialisation of Preference Shares may take place after the last day to trade Preference
             Shares for the Scheme. For the purpose of being eligible to participate in the Standby Offer, no
             Dematerialisation or re-materialisation of Preference Shares may take place from the date the
             Preference Shares trade “ex” the right to participate in the Standby Offer to the Standby
             Offer Record Date, both days inclusive.
      6.     If the Scheme Meeting or the General Meeting is adjourned or postponed, the above dates and
             times will change, but the applicable Form of Proxy (blue) submitted for the Scheme Meeting
             and the Form of Proxy (green) submitted for the General Meeting, as the case may be, will remain
             valid in respect of any postponement prior to convening, adjournment or postponement of the
             Scheme Meeting or the General Meeting, as the case may be.
      7.     Any Form of Proxy (blue) or Form of Proxy (green) not delivered to the Transfer Secretaries by
             the date and time stipulated may be sent by email to the Transfer Secretaries before such
             Preference Shareholder’s or Ordinary Shareholder’s voting rights are exercised at the Scheme
             Meeting (or any adjournment or postponement thereof) or the General Meeting (or any
             adjournment or postponement thereof), respectively, or in the case of the A Preference
             Shareholder or the B Preference Shareholder, before their rights to speak at or attend the
             General Meeting are exercised.

5.      RESPONSIBILITY STATEMENTS

        The Independent Board and the Board, individually and collectively, accept full responsibility for the
        accuracy of the information contained in this announcement and certify that, to the best of their
        knowledge and belief, such information is true, and that this announcement does not omit any facts that
        would make any of the information false or misleading or would be likely to affect the importance of any
        information contained in this announcement. The Independent Board and the Board have made all
        reasonable enquiries to ascertain that no facts have been omitted and that this announcement contains
        all information required by law.

Johannesburg
19 October 2021

INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

INDEPENDENT TRANSACTION SPONSOR
Investec Bank Limited

LEGAL ADVISOR
Edward Nathan Sonnenbergs Incorporated

TRANSFER SECRETARY
JSE Investor Services Proprietary Limited

Date: 19-10-2021 08:55:00
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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