Try our mobile app
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 the “Company” or the “Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.
FINALISATION ANNOUNCEMENT IN RESPECT OF THE NAMPAK RIGHTS OFFER AND
OPERATIONAL UPDATE
FINALISATION DATE OF THE RIGHTS OFFER
Shareholders of Nampak (“Shareholders”) are referred to the declaration announcement published
on the Stock Exchange News Service ("SENS") of the JSE Limited (“JSE”) on Tuesday,
29 August 2023 relating to a partially underwritten renounceable rights offer to qualifying Nampak
Shareholders of ZAR1.0 billion ("Rights Offer"), and are advised that the Company has received
formal approval in respect of the Rights Offer circular to be published on or around Monday,
4 September 2023 (“Rights Offer Circular”) from the Issuer Regulation Division of the JSE, and
accordingly that all suspensive conditions to the Rights Offer have now been fulfilled.
SALIENT TERMS OF THE RIGHTS OFFER
Nampak intends to raise an amount of ZAR1.0 billion through an offer of renounceable rights to
subscribe for new ordinary shares (“Rights Offer Shares”) to Nampak Shareholders (excluding
Nampak Shareholders resident or located in certain restricted jurisdictions) who are recorded in the
register on the record date for the Rights Offer ("Qualifying Shareholders"), being Friday,
8 September 2023 (“Record Date”).
In terms of the Rights Offer, Shareholders recorded in the register at the close of trade on the Record
Date, will receive the rights to subscribe for Rights Offer Shares, on the basis of 2.20902 rights for
every 1 (one) Nampak ordinary share held on the Record Date (“Ratio of Entitlement”), at the price
of R175.00 per Rights Offer Share.
The subscription price of R175.00 represents a discount of approximately 23.49% to the 30-day
volume weighted average traded price of Nampak’s ordinary shares as at close of business on
Wednesday, 30 August 2023.
Shareholders may commence trading the nil paid letters of allocation (“Letters of Allocation”) from
commencement of business on Wednesday, 6 September 2023 until the close of business on
Tuesday, 19 September 2023, both days inclusive, under the JSE code NPKN and
ISIN ZAE000317319, and the Rights Offer Shares from commencement of business on Wednesday,
20 September 2023.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
Nampak has received commitments from certain of its major Shareholders, to follow their rights in
terms of the Rights Offer and subscribe for Rights Offer Shares to the value of approximately
R500 000 000 (five hundred million Rand) in aggregate.
Nampak has furthermore received commitments from Coronation Asset Management (Pty) Limited
(“Coronation”) up to a maximum of R300 000 000, A2 Investment Partners (Pty) Limited up to a
maximum of R100 000 000 and Numus Capital (Pty) Limited up to a maximum of R50 000 000 (or
their respective duly authorised nominees, which nominees shall be a wholly owned subsidiary of the
respective underwriter), to partially underwrite the Rights Offer. Accordingly, the Rights Offer is
underwritten by the underwriters for a maximum value of R450 000 000 (four hundred and fifty million
Rand) in aggregate.
The Directors have made due and careful enquiry to confirm that the underwriters are able to meet
their commitments in terms of the Rights Offer. Further particulars of the underwriters will be set out
in the Rights Offer Circular.
It is intended that, pursuant to the terms of the underwriting agreements entered into between the
Company and the underwriters, an underwriting fee equal to 2.33% of their respective underwritten
amounts shall be payable by Nampak to the underwriters. The independent directors of the Board
have considered a number of precedent rights offers on the JSE since 2014 and are of the opinion
that, taking into account all relevant circumstances, the underwriting fees payable to the Underwriters
are market-related.
FRACTIONAL ENTITLEMENTS
The number of rights to subscribe for Rights Offer Shares to which Qualifying Shareholders will
become entitled will be determined by the Ratio of Entitlement. Only whole numbers of Rights Offer
Shares will be issued and Shareholders will be entitled to subscribe for rounded numbers of Rights
Offer Shares once the Ratio of Entitlement has been applied. Fractional entitlements of 0.5 or greater
will be rounded up and those less than 0.5 will be rounded down.
SALIENT DATES AND TIMES
Unless otherwise stated, capitalised terms used in the table below have the same meanings given in
the Rights Offer Circular.
2023
Finalisation announcement released on SENS by 11:00 Thursday, 31 August
Rights Offer Circular including Form of Instruction published on the Monday, 4 September
Nampak website
Last day to trade in ordinary shares in order to participate in the Rights
Offer (cum entitlement) Tuesday, 5 September
Ordinary shares commence trading ex-rights on the JSE at 09:00 on Wednesday, 6
September
Nil paid Letters of Allocation listed and traded under share code: NPKN Wednesday, 6
and ISIN ZAE000317319 September
Rights Offer Circular posted/emailed to certificated Shareholders,
together with a Form of Instruction Thursday, 7 September
Record Date for the Rights Offer Friday, 8 September
Rights Offer opens at 09:00 on Monday, 11 September
Certificated Shareholders will have their Letters of Allocation credited to
an electronic account held at the transfer secretaries Monday, 11 September
Dematerialised Shareholders will have their accounts at their CSDP or Monday, 11 September
broker credited with their Letters of Allocation
Rights Offer Circular posted to dematerialised Shareholders on Monday, 11 September
Last day to trade in respect of the take-up (no trading permitted in the
Form of Instruction in respect of the Letters of Allocation which is issued
for processing purposes only) Tuesday, 19 September
Wednesday, 20
Listing of Rights Offer Shares at the commencement of business September
Payment made and form of instruction lodged by certificated
Shareholders wishing to exercise all or part of their entitlement at the
transfer secretaries by 12:00 Friday, 22 September
Rights Offer closes at 12:00 Friday, 22 September
Record date for take-up in terms of the Rights Offer Friday, 22 September
CSDP or broker accounts in respect of Qualifying Shareholders holding
dematerialised shares will be updated with Rights Offer Shares and
Tuesday, 26 September
debited with any payments due on
Rights Offer Shares issued and posted to Qualifying Shareholders Tuesday, 26 September
holding certificated shares
Results of Rights Offer announced on SENS Tuesday, 26 September
In respect of successful excess applications for Rights Offer Shares (if
applicable), Rights Offer Shares issued to Qualifying Shareholders
Thursday, 28
holding dematerialised shares and / or share certificates posted to
September
Qualifying Shareholders holding certificated shares
In respect of unsuccessful excess applications for Rights Offer Shares (if
applicable), refunds made to Qualifying Shareholders holding certificated Thursday, 28
shares September
Notes:
1. Qualifying Shareholders will be notified of any material amendments to the important dates and
times on SENS and in the South African press.
2. Unless otherwise indicated, all times are South African times.
3. Shareholders may not dematerialise or rematerialise their ordinary shares between
Wednesday, 6 September 2023, and Friday, 8 September 2023, both dates inclusive.
4. CSDPs effect payment on a delivery versus payment method in respect of Qualifying
Shareholders holding dematerialised shares.
5. Nampak share certificates will be posted by registered post at the risk of the Qualifying
Shareholder.
RIGHTS OFFER CIRCULAR
Full details of the Rights Offer will be disclosed in the Rights Offer Circular, which will be made
available on Nampak’s website (www.nampak.co.za) on Monday, 4 September 2023, and will be
posted, together with a form of instruction in respect of the Letters of Allocation, to certificated
Shareholders on Thursday, 7 September 2023 and to qualifying dematerialised Shareholders on
Monday, 11 September 2023.
OPERATIONAL UPDATE
Further to the update announcements released by the Company on SENS on 30 March 2023,
24 May 2023, 14 August 2023 and 30 August 2023, Shareholders are hereby advised of key updates
in respect of strategic initiatives and key elements of the Group’s operational performance. For
completeness, Shareholders are referred to the March 2023 presentation available on the website at
https://www.nampak.com/Investors/Financial-Information and titled “2023 Interim Results
Presentation”.
There has been a step change in corporate activity since presenting the interim results. Numerous
concurrent workstreams to reposition, refinance and right-size the business have either been finalised
or are at advanced stages of implementation.
• Good progress has been made in respect of the asset disposal programme and we remain
confident that the R2.6 billion target will be realised, with a critical focus on high value assets.
• The merger of Bevcan South Africa and DivFood is progressing according to plan, having
appointed the leadership team in pursuance of best practice. DivFood has delivered a return to
profitability over the past 4 months which is particularly pleasing as turnaround initiatives gain
traction.
• Management initiatives to reduce working capital through renegotiated terms and reduced
inventory levels are yielding positive results.
• Capital expenditure is being actively managed and is expected to be in line with previous
guidance.
• Following the sustained currency volatility within Nigeria and, to a lesser extent, Angola,
management has implemented mechanisms to mitigate the severity thereof. With respect to
Nigeria, it is clear that the government has taken the correct policy action, but it is likely to take
some time for trading conditions to normalise.
The financial information contained in this announcement has not been reviewed or reported on by
the Company’s external auditors.
Johannesburg
Thursday, 31 August 2023
Lead Financial Advisor to the Company and Independent Corporate Advisor to the Board
PSG Capital
Joint Financial Advisors to the Company and Joint Transaction Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
The Standard Bank of South Africa Limited
Legal Advisor to Nampak
Edward Nathan Sonnenbergs Inc.
IMPORTANT NOTICE
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares
as defined in the South African Companies Act 71 of 2008, as amended, or otherwise ("Companies
Act") and will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the Companies Act. As a result, this announcement does not
comply with the substance and form requirements for a prospectus set out in the Companies Act and
the South African Companies Regulations of 2011, and has been approved by, and/or registered with,
the South African Companies and Intellectual Property Commission or any other South African
authority. Nothing in this announcement should be viewed, or construed, as "advice", as that term is
used in the South African Financial Markets Act 19 of 2012, as amended, and/or Financial Advisory
and Intermediary Services Act 37 of 2002, as amended, ("FAIS Act").
The announcement constitutes factual, objective information about Nampak and nothing contained
herein should be construed as constituting any form of investment advice or recommendation,
guidance or proposal of a financial nature as contemplated in the FAIS Act in respect of Nampak or
any transaction in relation thereto. Nampak and/or its representatives and advisors are not (and are
not required to be) Financial Services Providers as contemplated in the FAIS Act in South Africa and
the contents of this announcement must not be construed as constituting the canvassing for, or
marketing or advertising of, financial services by Nampak and/or its representatives and advisors in
South Africa. To the extent that any of Nampak’s representatives and advisors, are registered
Financial Services Providers, none of them purport to provide, market or advertise financial services
to any person in respect of Nampak and this announcement does not constitute financial advice, or
financial services, provided by the aforesaid to any person who is in possession of this announcement.
This announcement is for distribution only to persons who (a) have professional experience in matters
relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, ("Order"); (b) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (c) are
outside the United Kingdom; or (d) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000)
in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged in only with relevant persons.
The information contained herein is not for release, publication or distribution, directly or indirectly, in
or into the United States, its territories or possessions, Canada, Australia or Japan or any other
jurisdiction in which the distribution or release would be unlawful. This announcement is not and do
does not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for
securities in any jurisdiction, including the United States, Australia, Canada or Japan or any other state
or jurisdiction in which such release, publication or distribution would be unlawful. The securities to
which this announcement relates (the “Securities”) have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction
not subject to, registration under the Securities Act. There will be no public offer of the Securities in
the United States. Subject to certain exceptions, the Securities may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of such
countries
The content of this announcement should not be construed as business, legal or tax advice. It is not
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by Nampak or any of the advisors or underwriters that any recipient of this
announcement should acquire any of Nampak’s securities. Neither Nampak nor any of the advisors
or underwriters is making any representation to any prospective investor regarding the legality of an
investment in Nampak by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser before
making any investment decision with regard to Nampak and in making an investment decision,
prospective investors must rely on their own analysis, enquiry and examination of Nampak, including
the merits and risks therein. All investment is subject to risk. The value of the securities offered may
go down as well as up. Past performance is no guarantee of future returns.
FORWARD LOOKING STATEMENTS
Forward-looking statements: Certain statements in this document are not reported financial results or
historical information but forward-looking statements. These statements are predictions of or indicate
future events, trends, future prospects, objectives, earnings, savings or plans. Examples of such
forward-looking statements include, but are not limited to, statements regarding volume growth,
increases in market share, exchange rate fluctuations, shareholder return and cost reductions.
Forward-looking statements are sometimes, but not always, identified by their use of a date in the
future or such words as “believe”, “continue”, “anticipate”, “ongoing”, “expect”, “will”, “could”, “may”,
“intend”, “plan”, “could”, “may”, and “endeavour”. By their nature, forward-looking statements are
inherently predictive, speculative and involve inherent risks and uncertainties, because they relate to
events and depend on circumstances that may or may not occur in the future. If one or more of these
risks materialise, or should underlying assumptions prove incorrect, our actual results may differ
materially from those anticipated. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: changes in economic or political conditions
and changes to the associated legal, regulatory and tax environments; lower than expected
performance of existing or new products and the impact thereof on the group’s future revenue, cost
structure and capital expenditure; the group’s ability to expand its portfolio; skills shortage; changes
in foreign exchange rates and a lack of market liquidity which holds up the repatriation of earnings;
increased competition, slower than expected customer growth and reduced customer retention;
acquisitions and divestments of group businesses and assets and the pursuit of new, unexpected
strategic opportunities; the extent of any future write- downs or impairment charges on the group’s
assets; the impact of legal or other proceedings against the group; uncontrollable increases to legacy
defined benefit liabilities and higher than expected costs or capital expenditures. When relying on
forward-looking statements to make investment decisions, you should carefully consider both these
factors and other uncertainties and events. Forward-looking statements apply only as of the date on
which they are made, and we do not undertake any obligation to update or revise any of them, whether
as a result of new information, future events or otherwise.
