SENS ANNOUNCEMENT




Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK     ISIN: ZAE000322095
Share Code: NPP1     ISIN: ZAE000004966
Share Code: NPKP     ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak”)

DISPOSAL OF PROPERTY AND EQUIPMENT IN NIGERIA

1. Introduction

  Shareholders are advised that Nampak, via its wholly-owned subsidiary,
  Nampak Nigeria Limited (“Nampak Nigeria” or the “Seller”), has entered
  into a sale and purchase agreement (“SPA”) with Twinings Ovaltine Nigeria
  Limited (“Twinings Ovaltine” or the “Purchaser”), to dispose of       its
  Nigeria Metals (being the non-beverage can business of Nampak Nigeria)
  property (“Nigeria Property”) and various equipment, tools and machinery
  (“Equipment”) (the “Disposal”).

  The effective date of the Disposal will be on registration of transfer of
  the Nigeria Property into the Purchaser’s name, which is expected to be in
  the first half of FY2024.


2. Rationale

  Nampak made a decision to close its Nigeria Metals business with effect
  from 31 July 2023 due primarily to subdued demand for metal can products
  manufactured by this operation and this decision is in line with Nampak’s
  active portfolio optimisation strategy and asset disposal plan. The
  Disposal will assist Nampak in its focus on the balance of its portfolio
  and to reduce its interest bearing debt.


3. Details of the Disposal
   3.1 The Disposal relates to:

       •   the Nigeria Property measuring approximately 3.611 hectares,
           situated at number 3-7 Metal Box Road, Ogba Industrial Estate,
           Ikeja, Lagos State, Nigeria and comprising a single factory
              building measuring 19,250 m2, as well as a reception and a clinic,
              boardroom and administration offices, and a canteen; and
        •     the Equipment listed in the SPA including two existing KVA
              transformers, the bore hole system, water pipes, the gas meter
              station and air conditioners.

3.2     In terms of the SPA, the parties will further enter into a renewable
        leaseback agreement for the period commencing on the date upon which
        the documents necessary to pass transfer of the Nigeria Property are
        delivered to the Purchaser and ending on 31 December 2023, to allow
        Nampak Nigeria the opportunity to remove such equipment which does
        not form part of the Disposal (the “Leaseback Period”).

3.3     The ultimate beneficial shareholder of Twinings Ovaltine is
        Associated British Foods Plc. The Purchaser is not a ‘related party’
        in terms of the JSE Limited Listings Requirements.

4.     Disposal consideration and application of proceeds

The consideration receivable by Nampak for the Nigeria Property and the
Equipment amounts to Nigerian Niara (“NGN”) 7.3 billion and NGN200 million,
respectively, being a total of NGN7,50 billion (approximately ZAR180
million at the NGN:US Dollar and US Dollar:ZAR exchange rates on the day
before this announcement) (“Disposal Consideration”). The Disposal
Consideration will be paid in cash by the Purchaser in two installments as
follows:

4.1     the sum of NGN6.75 billion to be paid within five days of receipt of
        various closing documents referred to in schedule 3 of the SPA; and

4.2     the sum of NGN0.75 billion to be paid within fourteen days after the
        Leaseback Period, subject to the following:


       4.2.1     The parties agree that the Purchaser shall be entitled to set
                 off against the sum of NGN0.75 billion in 4.2 above, the costs
                 of insurance over the Nigeria Property during the Leaseback
                 Period, as well as any amounts due to the Purchaser in terms
                 of the Leaseback Period agreement such as costs incurred to
                 repair any damage discovered on the Nigeria Property during
                 the final inspection; and

      4.2.2      The Purchaser is entitled to withhold half of the NGN0.75
                 billion in 4.2 above, being an amount of NGN0.375 billion, in
                 the event that any planning permits or registrations remain
                 outstanding at the end of the Leaseback Period. In such
                 circumstances the Purchaser shall pay this outstanding amount
                 once   it  is   satisfied  that   all  planning  permits   or
            registrations have been obtained and no costs, fines or
            penalties will be incurred by the Purchaser for the delayed
            permits or registrations.

The net proceeds from the Disposal shall be used to reduce Nampak’s
interest-bearing debt.

5. Conditions precedent to the Disposal

The Disposal is subject to Nampak agreeing to execute in favour of the
Purchaser a deed of assignment (“Deed of Assignment”), assigning its legal
title and proprietary rights in and over the Nigeria Property to the
Purchaser and to execute any and all documents that may be required under
any   statute,   the  Lagos   State   Lands   Bureau   and/or   any   other
agency/parastatal of the Lagos State Government in connection with
obtaining the consent of the Governor of Lagos State to the Deed of
Assignment and registration of the Deed of Assignment at the Lands Registry
at the Lands Registry Office, Alausa, Lagos.

6. Representations, undertakings and warranties

The SPA contains representations, undertakings and warranties which are
standard for transactions of this nature.

7. Financial information

The book value of the Nigeria Property and Equipment is ZAR 29 million
and the profit attributable to the Property and Equipment before selling
expenses and capital gains tax amounts to ZAR 151 million. The financial
information has been extracted from Nampak’s interim results for the six
months ended 31 March 2023 (“Interim Results”) which were prepared in terms
of International Financial Reporting Standards.

8. Categorisation

Nampak approached the JSE for a ruling in terms of paragraph 9.7 of the
JSE Listings Requirements to allow for an alternative categorisation
measure on the basis that:

8.1   Nampak has already closed the Nigerian Metals business that used to
      operate on the Nigeria Property with effect from 31 July 2023;

8.2   it is the Nigeria Property and Equipment and not the business that
      is being sold; and

8.3   the Nigeria Metals business only contributed 1.47% to Nampak’s
      revenue as reflected in the Interim Results.
  The JSE has agreed that the Disposal may be categorised with reference to
  Nampak’s net asset value as disclosed in the Interim Results. The Disposal
  is therefore a Category 2 transaction and accordingly no shareholder
  approval is required.


Bryanston
30 August 2023

Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited