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Category 1 Disposal Announcement
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 DISPOSAL ANNOUNCEMENT
1. INTRODUCTION
1.1. Shareholders are advised that on 16 May 2024 ("Signature Date") the Company, through its
wholly-owned subsidiary, Nampak Nigeria Holdings Limited (the "Seller"), and together with
Nampak International Limited ("Nampak International") (together, the "Nampak Group"),
entered into a share purchase agreement ("Share Purchase Agreement") with Alucan
Investment Pte. Ltd ("Purchaser") in terms whereof (i) the Nampak Group will dispose of the
entire issued share capital of Nampak Bevcan Nigeria Limited ("Bevcan Nigeria"); and (ii) the
Nampak Group will assign and transfer shareholder loans advanced by Nampak International
to Bevcan Nigeria on the further terms and conditions set out therein ("Disposal").
1.2. A deed of assignment and novation agreement is to be entered into between Bevcan Nigeria,
the Seller and the Purchaser, wherein the Purchaser is to replace the Seller as the lender
under the shareholder loan agreements ("Assignment Agreement").
2. RATIONALE FOR THE DISPOSAL
In accordance with the asset disposal plan being implemented by the Company (as announced on
14 August 2023), Bevcan Nigeria being a priority asset of high value, is prioritised for disposal.
3. DETAILS OF THE PURCHASER
The Purchaser is a private limited company incorporated in Singapore and is wholly-owned by the
Evergreen Trust. The Evergreen Trust was created through the declaration of trust dated
8 September 2015 made by the Narval Trust Company Limited by which the settlement known as
the Evergreen Trust was established.
4. DESCRIPTION OF THE ASSETS
Bevcan Nigeria is incorporated and domiciled in Nigeria and is the second-largest manufacturer of
beverage cans in Nigeria. The ultimate beneficial shareholder is Nampak Limited, via Nampak
Nigeria Holdings Limited (99%) and Nampak Bevcan Nigeria Limited (1%).
5. DISPOSAL CONSIDERATION
A total cash consideration of approximately USD$ 68,500,000 (excluding cash held at Bevcan
Nigeria on completion) is receivable on closing of this transaction, and comprises the following
amounts:
5.1. The Disposal consideration ("Disposal Consideration") comprising:
• a base consideration of USD $48,500,000; and
• an additional consideration payable at completion on account of the working capital, in a
variable amount of between USD $10,000,000 to USD $12,000,000,
the further terms of the Disposal Consideration, including adjustments for working capital and
the cash balance of Bevcan Nigeria on completion, shall be set out in the circular referred to
in paragraph 11; and
5.2. the repayment by Bevcan Nigeria of USD $10,000,000 of its historic trade payables with
Nampak International Limited, by not later than 20 business days from completion. This
amount shall accrue interest (at a rate of 10%) from the completion date until the actual date
of payment and be secured by a share charge to be granted by the purchaser in favour of
Nampak International Limited.
5.3. The net proceeds shall be fully applied to repay existing debt.
6. CONDITIONS PRECEDENT
The Disposal is subject to the fulfilment of, inter alia, the following outstanding conditions precedent
("Conditions Precedent"):
6.1. the parties obtaining approval of the Disposal by the Federal Competition and Consumer
Protection Commission of Nigeria ("FCCPC") in accordance with the Nigerian Federal
Competition and Consumer Protection Act 2018 ("FCCPC Condition");
6.2. the Seller obtaining approval for the Disposal as a category 1 transaction by the shareholders
of Nampak in accordance with section 9 of the JSE Listings Requirements; and
6.3. there being (i) no event affecting Bevcan Nigeria's business; (ii) a breach of the warranties;
and/or (iii) breach of an interim period undertaking which would give rise to a Material Adverse
Effect, as defined in the Share Purchase Agreement.
The Conditions Precedent are not capable of being waived. The Conditions Precedent must be
fulfilled by not later than 1 November 2024 or such other date as may be notified by the Seller to
the Purchaser (provided such date is not later than 3 December 2024).
7. COMPLETION DATE OF THE DISPOSAL
Unless otherwise agreed in writing between the Seller and the Purchaser, completion of the
Disposal will take place on the date falling on the last business day of the month in which the
Conditions Precedent are fulfilled, provided that if the Conditions Precedent are fulfilled after the
15th calendar day of such month, the completion date shall instead take place on the last business
day of the immediately following month.
8. FINANCIAL INFORMATION
The book value of the net assets comprising the assets that are the subject of the Disposal as at
30 September 2023, being the date of the last audited annual financial statements of Nampak
Limited, was R69.4m.
The audited loss after tax attributable to the assets that are the subject of the Disposal was
R2 006.8m inclusive of a related goodwill impairment of R1 549.2m, based on the audited annual
financial statements of Nampak Limited for the year ended 30 September 2023, which were
prepared in terms of IFRS. The pro forma financial effects will be set out in the circular referred to
in paragraph 11 below.
9. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE TRANSACTION AGREEMENTS
The Share Purchase Agreement contains limited representations, warranties and undertakings by
the Nampak Group in favour of the Purchaser in a form that is standard for a transaction of this
nature. Nampak International guarantees for the benefit of the Purchaser the due and punctual
performance of all present and future obligations of the Seller under or in connection with the Share
Purchase Agreement. Full details of the Disposal will be set out in the circular referred to in
paragraph 11 below.
10. CLASSIFICATION OF THE DISPOSAL
10.1. The value of the Disposal exceeds 30% of the Company's market capitalisation as at the date
of the signature of the Share Purchase Agreement, and therefore meets the definition of a
category 1 transaction as contemplated in section 9 of the JSE Limited Listings Requirements.
10.2. As a result, the Disposal is required to be approved by an ordinary resolution of the
shareholders of the Company and accordingly the Nampak EGM will be convened.
11. CIRCULAR
A circular containing the full details of the Disposal, incorporating a notice convening the Nampak
EGM, will be distributed to shareholders in due course, at which time the salient dates and times
of the Disposal, including the date of the general meeting, will be announced on SENS.
Bryanston
16 May 2024
Sponsor
PSG Capital
Financial Advisor
Standard Bank
Legal Advisor
DLA Piper
Date: 16-05-2024 12:00:00
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