Nampak Limited announced today the successful outcome of its general meeting held virtually on June 30, 2023. Shareholders of Nampak voted in favor of several resolutions put forth by the company, paving the way for a proposed rights offer and the restructuring of Nampak’s share capital.
The results of the general meeting, as disclosed by Nampak, indicate that the resolutions were passed with a significant majority of votes in favor. The voting results for each resolution are as follows:
| Resolution | Number of Ordinary Shares Voted | Percentage of Ordinary Shares in Issue* | Votes For** | Votes Against** | Abstained* |
|---|---|---|---|---|---|
| Special resolution number 1 | 276,944,059 | 40.11% | 99.82% | 0.18% | 0.21% |
| Special resolution number 2 | 276,883,769 | 40.10% | 99.75% | 0.25% | 0.22% |
| Special resolution number 3 | 276,883,769 | 40.10% | 99.66% | 0.34% | 0.22% |
| Special resolution number 4 | 276,944,059 | 40.11% | 99.64% | 0.36% | 0.21% |
| Special resolution number 5 | 276,917,059 | 40.11% | 98.64% | 1.36% | 0.22% |
| Ordinary resolution number 1 | 276,944,159 | 40.11% | 98.74% | 1.26% | 0.21% |
| Ordinary resolution number 2 | 276,944,159 | 40.11% | 99.02% | 0.98% | 0.21% |
*Based on 690,474,523 ordinary shares in issue as at the date of the GM. **In relation to the total number of ordinary shares voted at the GM.
With these favorable voting outcomes, all special and ordinary resolutions required for the proposed rights offer and share capital restructuring have been passed by the majority of ordinary shareholders represented at the general meeting. Nampak will proceed with filing the special resolutions with the Companies and Intellectual Property Commission (CIPC) for further processing.
The proposed rights offer and share capital restructuring aim to facilitate Nampak’s growth and financial stability. The conversion of ordinary shares from par value to no par value shares, consolidation of authorized and issued ordinary share capital, and an increase in authorized share capital will provide the company with flexibility and potential expansion opportunities.
Shareholders are reminded of the remaining salient dates and times:
- Expected date to receive confirmation of filing and acceptance by CIPC of the special resolutions: Friday, July 14, 2023.
- Effective date for the conversion from par value to no par value shares: Monday, July 17, 2023.
Please note that the dates provided below relating to the consolidation are subject to the filing and acceptance by CIPC of the special resolutions and the JSE being provided with a certified copy of the special resolutions as filed with CIPC. The timetable below in respect of the consolidation will have to be amended should acceptance of the resolutions by CIPC not have been received by this date.
- Release of finalization information in respect of the consolidation on SENS by 11:00, Tuesday, July 18, 2023.
- Last day to trade under the present share capital to be recorded as a shareholder by the record date for the consolidation: Tuesday, July 25, 2023.
- Trading in consolidated shares under the new consolidated share capital commences on the new ISIN: ZAE000322095, and suspension of trading in shares on the old ISIN: ZAE000071676: Wednesday, July 26, 2023.
- Announcement released on SENS in respect of the cash payment applicable to fractional entitlements as a result of the consolidation, based on the volume-weighted average price of the consolidated shares traded on Wednesday, July 26, 2023, less 10%, by 11:00, Thursday, July 27, 2023.
- Record date to determine those shareholders whose shares will be subject to the consolidation: Friday, July 28, 2023.
