IPL NED NBKP
NBK / NBKP / IPL - Nedbank Group / Nedbank / Imperial Holdings - Joint voluntary
announcement regarding the acquisition by Nedbank Group of Imperial Holdings'
49,9% indirect interest in Imperial Bank Limited becoming unconditional
Nedbank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010630/06)
Share code: NED NSX: NBK
ISIN: ZAE000004875
(`Nedbank Group')
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000009/06)
Share code: NBKP
ISIN: ZAE000043667
(`Nedbank')
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
Share code: IPL
ISIN: ZAE000067211
(`Imperial Holdings')
Joint voluntary announcement regarding the acquisition by Nedbank Group of
Imperial Holdings' 49,9% indirect interest in Imperial Bank Limited (`Imperial
Bank') (`the acquisition') becoming unconditional
1 Introduction
Shareholders are referred to the terms announcement released by Nedbank
Group, Nedbank and Imperial Holdings on the Securities Exchange News
Service (`SENS') on Wednesday, 16 September 2009, in which the parties
disclosed the terms and conditions precedent relating to the acquisition.
In terms of the agreement governing the acquisition ('the acquisition
agreement'), Nedbank will acquire Imperial Holdings indirect shareholding
of 49,9% of the ordinary shares in Imperial Bank for a purchase
consideration which will be settled in instalments over a six month period
commencing on the fulfilment of the conditions precedent, the present value
thereof being approximately R 1 775 million ('the purchase consideration')
as at 30 June 2009, being the reference date for the determination of the
purchase consideration and from which Nedbank has acquired the economic
benefits of the acquisition.
2 Acquisition unconditional
With the receipt of the approval of the transaction by the office of the
Minister of Finance in terms of Section 37(2)(a)(iv) of the Banks Act,
1990, all the conditions precedent to the acquisition have been fulfilled
and the acquisition will now be implemented by the parties.
3 Conclusion of the acquisition
Nedbank Group intends to submit an application to the South African Reserve
Bank in terms of section 54 of the Banks Act whereby it will amalgamate all
the assets of Imperial Bank with those of Nedbank.
Nedbank has made significant progress in planning the amalgamation in
anticipation of receiving approval for the amalgamation.
Nedbank intends to retain the well established brand and operations of,
"Motor Finance Corporation", with its focus on fast and efficient service
to the motor dealer industry, while integrating other business with
existing businesses within Nedbank.
Hubert Brody, the current Chairman of Imperial Bank as well as a majority
of the current Board members of Imperial Bank have agreed to remain on the
Board of Imperial Bank in their current capacities.
4 Settlement of the purchase consideration
The parties have agreed that the acquisition agreement will be varied such
that Nedbank Group will undertake to settle the entire purchase
consideration due to Imperial Holdings in four cash instalments out of the
existing cash resources of Nedbank Limited over a period of six months,
commencing from 8 February 2010.
5 Imperial Bank earnings update
Imperial Bank's unaudited profit after tax for the full financial year to
31 December 2009 is expected to increase to between R420 million and R440
million when compared to the comparative period audited net profit after
tax to 31 December 2008 of R361,2 million (an increase of between 16% and
22% respectively).
Sandton
8 February 2010
Investment bank, corporate adviser Independent lead sponsor to Nedbank
and sponsor to Nedbank Group and Group
Nedbank and sponsor to Imperial -Merrill Lynch South Africa (Pty) Ltd-
Bank
- Nedbank Capital, a division of
Nedbank Limited -
Independent lead sponsor to Sponsoring broker in Namibia to
Nedbank Nedbank Group
-Investec Bank Limited- -Old Mutual Investment Services
(Namibia) (Pty) Ltd -
Attorneys
-ENS-
Date: 08/02/2010 17:13:43 Produced by the JSE SENS Department.
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