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Category 1 Disposals - Distribution of Circular, Notice of General Meeting and Salient Dates and Times
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 "Company")
CATEGORY 1 DISPOSALS - DISTRIBUTION OF CIRCULAR, NOTICE OF GENERAL MEETING
AND SALIENT DATES AND TIMES
Unless expressly defined, capitalised terms herein have the same meaning
given to them in the Circular.
1. Distribution of Circular
1.1 Shareholders are referred to the announcements released by the Company
on SENS on 26 March 2024 and 16 May 2024 respectively
("Announcements"), advising shareholders of proposed disposals
namely -
1.1.1 the disposal by Nampak Group of its liquid cartons business in
South Africa by way of a sale of the SA Business, all the
issued shares and shareholder claims in Nampak (Zambia) Limited
and Nampak Malawi Limited Liquid; ("Liquid Cartons Disposal")
and
1.1.2 the disposal by Nampak Group of its 100% interest in Nampak
Bevcan Nigeria Limited ("Bevcan Nigeria Disposal"),
together ("the Disposals").
1.2 A Circular containing full details of the Disposals ("Circular") has
today been distributed to Shareholders that were recorded as such in
the Shareholders' register of the Company ("Register") on Friday, 24
May 2024. The Circular also incorporates a notice convening a General
Meeting of Shareholders.
1.3 The Circular is available on Nampak's website at:
https://www.nampak.com/Investors/Financial-Information
2. Notice of General Meeting
Notice is hereby given that the General Meeting of Shareholders will
be held and conducted entirely by electronic communication, at 09h00
on Friday, 28 June 2024, to consider and, if deemed fit, pass, with or
without modification the resolutions required to be approved by
Shareholders in order to authorise and implement the Disposals.
3. Salient Dates and times
2024
Record date to be eligible to receive the Friday, 24 May
Circular
Date of issue of the Circular (incorporating the Thursday, 30 May
notice of General Meeting and form of proxy
(blue)
Issue of Circular and notice of General Meeting Thursday, 30 May
announcement released on SENS
Last day to trade to be eligible to participate Tuesday, 18 June
in and vote at the General Meeting
Voting Record Date to participate in and vote at Friday, 21 June
the General Meeting
Registration to participate in and vote Wednesday, 26 June
electronically at the General Meeting as set out
in the notes to the notice of General Meeting by
09:00 on
Proxy forms to be lodged with the transfer Wednesday, 26 June
secretary as soon as possible for administrative
purposes only, (preferably by 09:00), but in any
event before the proxy exercises any rights of
the Nampak Shareholder appointing the proxy at
the General Meeting
General Meeting to be held at 09:00 on Friday, 28 June
Results of General Meeting released on SENS Friday, 28 June
Notes:
1. All of the dates and times set out above are expected dates and times
and are subject to change. Any changes made will be published to
Shareholders by release on SENS.
2. Shareholders should note that as transactions in Shares are settled in
the electronic settlement system used by Strate, settlement of trades
takes place three Business Days after such trade. Therefore, persons
who acquire Shares after the last day to trade in order to be eligible
to vote at the General Meeting, namely, Tuesday, 18 June 2024, will not
be able to attend, participate or vote at the General Meeting.
3. A Shareholder may email the Form of Proxy (blue) to the Transfer
Secretaries (who will provide same to the chairman of the General
Meeting) at any time before the appointed proxy exercises any of the
relevant Shareholder's rights at the General Meeting (or any
adjournment of the General Meeting), subject to the Transfer
Secretaries verifying the Form of Proxy (blue) and proof of
identification of the Shareholder before the Shareholder's rights are
exercised at the General Meeting (or any adjournment of the General
Meeting).
4. Dematerialised Shareholders, other than Own-Name Dematerialised
Shareholders, must provide their CSDP or Broker with their instructions
for voting at the General Meeting by the cut-off time and date
stipulated by their CSDP or Broker in terms of the Custody Agreement
between them and their CSDP or Broker.
5. No dematerialisation or rematerialisation of Shares may take place
between the commencement of business on Wednesday, 19 June 2024 and the
record date, both days inclusive.
6. If the General Meeting is adjourned or postponed, Forms of Proxy (blue)
submitted for the initial General Meeting will remain valid in respect
of any such adjournment or postponement.
7. All times given in this announcement are local times in South Africa.
Bryanston
30 May 2024
Transaction Sponsor and Corporate Advisor in respect of the Liquid Cartons Disposal
and Transaction Sponsor in respect of the Bevcan Nigeria Disposal
PSG Capital
Financial advisor in respect of the Bevcan Nigeria Disposal
The Standard Bank of South Africa Limited
Legal advisor in respect of the Liquid Cartons Disposal
Bowman Gilfillan Incorporated
Legal advisor in respect of the Bevcan Nigeria Disposal
DLA Piper
Independent Auditors
Deloitte
Date: 30-05-2024 03:45:00
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