Distribution of Circular, Notice of General Meeting, Salient Dates and Times and Pro Forma Financial Effects
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’)
SPECIFIC ISSUE OF SHARES – DISTRIBUTION OF CIRCULAR, NOTICE OF GENERAL
MEETING, SALIENT DATES AND TIMES AND PRO FORMA FINANCIAL EFFECTS
Unless expressly defined, capitalised terms herein have the same meaning
given to them in the Circular.
1. Distribution of Circular
Shareholders are referred to the announcements released by the Company
on SENS on 14 and 16 August 2024 respectively, advising shareholders
in relation to the following –
1.1.1 the Specific Issue of an aggregate 147,512 Ordinary Shares to
certain Directors of the Company (or their nominees) for a
subscription price of R175 per Share; and
1.1.2 the granting of financial assistance to such Directors to
facilitate the Specific Issue;
together (‘the Transaction’).
1.2 A Circular containing full details of the Transaction has been
distributed today to Shareholders that were recorded as such in the
Shareholders’ register of the Company (‘Register’) on Friday, 6
September 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 Tuesday, 15 October 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 Transaction.
3. Salient Dates and times
2024
Record date to be eligible to receive the Friday, 6 September
Circular
Circular (including the Notice of General Friday, 13 September
Meeting) distributed to Shareholders on
Announcement regarding the distribution of the Friday, 13 September
Circular and Notice of General Meeting released
on
Last day to trade in the shares in order to be Tuesday, 1 October
eligible to attend, participate in and vote at
the General Meeting on
Record date for Shareholders to be recorded in Friday, 4 October
the Register in order to be eligible to attend,
participate in and vote at the General Meeting
Registration to participate in and vote Friday, 11 October
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 Friday, 11 October
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 electronically at Tuesday, 15 October
09:00 on
Results of General Meeting released on SENS Tuesday, 15 October
If the Specific Issue is approved by Shareholders
at the General Meeting:
Expected date for transfer of the Specific Issue
Shares to the Director Subscribers Friday, 18 October
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, 1 October 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, 2 October 2024 and
the record date (Friday 4 October 2024), 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.
4. Pro forma financial effects
Shareholders are referred to the announcement released on SENS on 16
August 2024 and are advised that the consolidated pro forma financial
effects of the Transaction, as set out below, are the responsibility of
the Directors. The consolidated pro forma financial effects are presented
in a manner consistent with the basis on which the historical financial
information has been prepared and in terms of the Group’s accounting
policies, the JSE Listings Requirements, the Guide on Pro Forma Financial
Information issued by SAICA. The pro forma financial effects have been
presented for illustrative purposes only and, because of their nature,
may not give a fair reflection of the Company’s results and financial
position post the implementation of the Transaction, and assume that the
Transaction was implemented on 1 October 2023 for purposes of the pro
forma consolidated income statement and 31 March 2024 for purposes of the
pro forma consolidated statement of financial position, respectively.
The table below sets out the pro forma financial effects of the Transaction
on the Group, based on the unaudited published results for the six months
ended 31 March 2024 and on the assumption that, for calculating the net
asset value per Nampak Share and net tangible asset value per Nampak
Share, the Transaction was effective on 31 March 2024. In respect of the
earnings (and diluted) per Nampak Share and headline earnings (and
diluted) per Nampak Share, it is assumed that the adjustments were
effective on 1 October 2023.
Pro forma financial effects
Pro forma %
after the Change
Before Transaction
Cents per share
Note 1 Note 2
Basic and Headline Earnings per share –
continuing operations
Earnings per share
Basic 5,280.3 5,024.6 (5%)
Diluted basic 5,265.5 4,922.5 (7%)
Headline earnings per share
Headline 5,393.8 5,138.1 (5%)
Diluted headline 5,378.8 5,033.7 (6%)
Basic and Headline Earnings/(Loss) per
share – total operations
Loss per share
Basic (1,123.5) (1,379.1) (23%)
Diluted basic (1,120.5) (1,351.1) (21%)
Headline earnings per share
Headline 3,227.8 2,972.1 (8%)
Diluted headline 3,218.8 2,911.7 (10%)
Net asset value per share 18,652.2 18,682.6 0%
Net tangible asset value per share
(excluding deferred tax asset) 8,481.9 8,469.6 0%
Net tangible asset value per share
(including deferred tax asset) 15,637.7 15,668.1 0%
Weighted average number shares in issue
(‘000) 8,278 8,278
Weighted average number of diluted
shares in issue (in ‘000) 8,301 8,450
Number of ordinary shares in issue – net
of treasury shares (‘000) 8,280 8,280
Notes and assumptions:
1. The information in the ‘Before’ column is based on the unaudited
condensed consolidated interim financial statements of the Nampak Group
for the six months ended 31 March 2024.
2. The ‘Pro Forma After the Transaction’ column reflects the impact of the
Transaction on the Nampak Group as a consequence of the Transaction.
3. Detailed notes and assumptions to the pro forma financial effects are
included within the pro forma financial information presented in
Annexure 2 of the Circular.
Bryanston
13 September 2024
Transaction Advisor and Sponsor Independent Expert
PSG Capital BDO Corporate Finance Proprietary Limited
Independent Auditor Legal Advisor
PricewaterhouseCoopers Incorporated Werksmans Attorneys
Date: 13-09-2024 10:00:00
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