Nedbank - odd-lot offer
Nedbank Group shareholders are referred to the Nedbank Group announcement published on SENS on Wednesday, 26 September, 2018 confirming the decision by Old Mutual Limited ('OML') to implement the unbundling of a significant portion of its shareholding in Nedbank Group to OML shareholders (the 'Unbundling') today, Monday, 15 October, 2018 and Nedbank Group's intention to implement an odd-lot offer following the Unbundling.
As a result of the Unbundling, Nedbank Group, as of today, has a significantly larger number of shareholders (increasing from approximately 20 000 to approximately 500 000 shareholders), of which the vast majority hold less than 100 Nedbank Group ordinary shares ('Odd-lot Holders'). The aggregate shareholding in Nedbank Group of the Odd-lot Holders is estimated to be 1,5% of Nedbank Group ordinary shares in issue ('Odd-lot Holdings').
The board of directors of Nedbank Group has resolved to proceed with the implementation of an odd-lot offer to repurchase the Odd-lot Holdings from the Odd-lot Holders ('Odd-lot Offer'). The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd- lot Holdings on an efficient basis, and will provide liquidity for those Odd-lot Holders who elect to sell their Odd-lot Holdings or who make no election. For Nedbank Group it will, inter alia, reduce the complexity and ongoing administration costs associated with a significantly larger shareholder base including a sizeable number of Odd-lot Holders.
Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SA time) on Friday, 14 December, 2018 will automatically be regarded as having accepted the Odd-lot Offer and chosen to dispose of their Odd-lot Holdings.
Key terms of the Odd-lot Offer
The Odd-lot Offer will be subject to Nedbank Group shareholder approval ('Shareholder Approval') in accordance with the timelines set out below. Should Odd-lot Holders elect to sell their Odd-lot Holdings, or not make an election, Nedbank Group will implement the Odd-lot Offer at a 5% premium to the 10-day volume-weighted average price ('VWAP') of a Nedbank Group ordinary share at the close of business on Monday, 3 December, 2018 ('Offer Price'). The Odd-lot Offer is a standard corporate action undertaken by JSE-listed companies and is permitted in terms of Nedbank Group's memorandum of incorporation.
Circular and notice of general meeting
For Nedbank Group to implement the Odd-lot Offer, the board is seeking approval from Nedbank Group shareholders to implement the Odd-lot Offer, and is therefore convening a general meeting of shareholders ('General Meeting'), to be held in the Indaba Room, Upper Ground Floor, H Block, Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, Sandton, 2196, on Thursday, 22 November, 2018 at 08:30 (SA time), at which all shareholders will be entitled to vote on the resolutions required to implement the Odd-lot Offer. A circular ('Circular') containing details of the Odd-lot Offer, together with a notice of General Meeting, will be posted to Nedbank Group shareholders on Wednesday, 24 October, 2018.
Odd-lot Offer mechanics
Following receipt of Shareholder Approval, the Odd-lot Offer will open and, if you are an Odd-lot Holder, you must decide either:
-to sell your Odd-lot Holding to Nedbank Group at the Offer Price; or
-to retain your Odd-lot Holding.
If you wish to retain your Nedbank Group ordinary 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 ordinary shares to Nedbank Group and will receive the cash consideration, being the Odd-lot Holding multiplied by the Offer Price ('Cash consideration').
Salient dates and times 2018
*Announcement relating to the Odd-lot Offer and the issue of the
Circular (together with the notice of General Meeting) released on SENS Monday, 15 October
*Announcement relating to the Odd-lot Offer and the issue of the Circular (together with the notice of General Meeting) published in the press Tuesday, 16 October
*Record date to determine which Nedbank Group shareholders are eligible to receive the Circular Friday, 19 October
*Circular (together with the notice of General Meeting) posted to Nedbank Group shareholders Wednesday, 24 October
*Last day to trade to be entitled to attend and vote at the General Meeting Tuesday, 13 November
*Record date to be entitled to vote and participate in the General Meeting Friday, 16 November
*General Meeting to be held at 08:30 (SA time) Thursday, 22 November
*Results of General Meeting released on SENS Thursday, 22 November
*Results of General Meeting published in the press Friday, 23 November
*If the resolutions are passed at the General Meeting the Odd-lot Offer opens at 09:00 (SA time) Friday, 23 November
*Finalisation announcement (including the Offer Price) released on *SENS before 11:00 (SA time) on or before Tuesday, 4 December
*Finalisation announcement (including the Offer Price) published in the press Wednesday, 5 December
*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 time) Friday, 14 December
*Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer 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 Tuesday, 18 December
*Payments of the Cash Consideration to certificated Odd-lot Holders who have accepted the Odd-lot Offer Tuesday, 18 December
*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 shares repurchased in terms of the Odd-lot Offer expected on or about Friday, 21 December