The Managed Separation process between Nedbank and Old Mutual is officially complete. On Monday, 15 October 2018, Nedbank Group shares were distributed to Old Mutual Limited shareholders. OML shareholders received 3.21176 Nedbank Group shares for every 100 OML shares they owned. For more information about the Nedbank - Old Mutual Limited relationship and unbundling announcements click here .
Guidance note to UK, Malawi, Namibia and Zimbabwe shareholders who obtained Nedbank Group shares pursuant to the unbundling
As a result of the unbundling the number of Nedbank Group shareholders has increased from about 20 000 to approximately 500 000 shareholders. The vast majority of shareholders have less than 100 Nedbank Group ordinary shares and now hold an estimated 1,5% of the Nedbank Group shares in issue.
Nedbank Group shareholders are referred to the announcement published on the Securities Exchange News Service (SENS) on Monday, 15 October 2018, confirming Nedbank Group’s intention to proceed with an odd-lot offer, subject to shareholder approval and the terms and conditions set out in the announcement. Nedbank is making a cash offer to all eligible shareholders to repurchase their Nedbank shares at a 5% premium to the 10-day volume-weighted average price of a Nedbank Group share at the close of business on Monday, 3 December 2018.
At the general meeting of Nedbank Group held on Thursday, 22 November 2018, all resolutions were passed by the requisite majority of Nedbank Group shareholders and therefore Nedbank Group will proceed to implement the odd-lot offer in accordance with the timelines as communicated.
Click here to read the Nedbank Odd-lot SENS announcement.
Click here to read the Nedbank Odd-lot Offer circular.
Click here to see the results of the general meeting held on 22 November 2018.
Click here to read the finalised announcement relating to the Odd-lot offer pricing.
Click here to read the results of the Odd-lot offer and payment mechanics.
Frequently asked questions (FAQs)
What is an odd-lot offer?
An odd-lot offer is a standard corporate action undertaken by JSE-listed companies (in line with JSE Listings Requirements), whereby the company makes an offer to repurchase its shares from eligible shareholders holding less than 100 shares (referred to as Odd-lot holders).
Why is Nedbank proposing an odd-lot offer?
The proposed odd-lot offer by Nedbank Group to eligible Odd-lot holders will, amongst others, reduce the complexity and ongoing administrative costs associated with a significantly larger shareholder base (which has increased significantly from approximately 20 000 to about 500 000 shareholders after the Old Mutual unbundling), the majority of whom are Odd-lot holders.
Do I qualify to participate in the odd-lot offer?
If you own less than 100 Nedbank shares between now and Friday, 14 December 2018 when the offer closes, you are an Odd-lot holder and can participate in the odd-lot offer. Odd-lot holders who wish to participate in the odd-lot offer can formally communicate their election (by completing and submitting their election forms) from 09:00 on 23 November 2018 to 12:00 Friday, 14 December 2018. Those Odd-lot holders who do not make an election will automatically be regarded as having accepted the odd-lot offer.
What are the benefits of participating in the odd-lot offer?
Odd-lot holders who elect to sell their odd-lot holdings and those odd-lot holders who do not make an election by 14 December 2018 will benefit as follows:
What are the key dates relating to the odd-lot offer?
Click here for key dates relating to the odd-lot offer.
What happens if I do not want to sell my shares?
If you wish to retain your Nedbank Group shares, you must specifically make an election to do so. If you do not make an election, you will automatically be regarded as having accepted the odd-lot offer and chosen to dispose of your Nedbank Group shares to Nedbank Group and receive the cash consideration.
Who do I contact to effect my decision?
If you hold certificated shares:
You must complete the Form of Election and Surrender posted to you and select either to sell or to retain your odd-lot holding. The form must be returned to the transfer secretaries in South Africa or Namibia at the addresses set out in that form by 12:00 on Friday, 14 December 2018.
If you hold dematerialised shares (other than ‘own name’ registration):
Your central securities depository participant (CSDP) or broker is obliged to contact you to ascertain what choice you wish to make in terms of the odd-lot offer. If you have not been contacted, you should contact your CSDP or broker and advise it of your choice.
If you hold your Nedbank Group shares through the issuer-sponsored nominees:
You should complete the Nominee Form of Election provided to you and return it to the address indicated on the form.
I want to keep my Nedbank shares. What are the prospects for Nedbank?
What are the payment mechanics for Shareholders holding their Nedbank Group ordinary shares through the Issuer Sponsored Nominees?
Issuer Sponsored Nominees were defined in the Circular as “Pacific Custodians Nominees (RF) Proprietary Limited, Corpserve Nominees (Private) Limited or National Bank of Malawi Nominees Limited, being nominee companies through which certain Shareholders hold their Shares”.
South African Shareholders holding Odd-lot Shares through Pacific Custodians Nominees (RF) Proprietary Limited (‘PCN’): Payment will be made by electronic funds transfer into the Shareholder’s bank account on or about Tuesday, 18 December 2018. No cheques will be issued.
Malawian Shareholders holding Odd-lot Shares through National Bank of Malawi Nominees Limited (‘NBM Nominees’): Payment will be made by electronic funds transfer to NBM Nominees on or about Tuesday, 18 December 2018. NBM Nominees will pay Shareholders on or about Friday, 21 December 2018 or as soon as possible after the funds are received by NBM Nominees. No cheques will be issued.
Zimbabwean Shareholders holding Odd-lot Shares through Corpserve Nominees (Private) Limited (‘Corpserve Nominees’): Payment will be made by electronic funds transfer to Corpserve Nominees on or about Tuesday, 18 December 2018. Corpserve Nominees will pay Shareholders on or about Friday, 21 December 2018 or as soon as possible after the funds are received by Corpserv Nominees. Payments to foreign Shareholders can be made to a foreign bank account provided Corpserv Nominees has evidence that the Odd-lot Shares were received as a result of the Unbundling and the Old Mutual Limited or Old Mutual plc shares were initially acquired by such shareholder using foreign funds remitted through normal banking channels. Payments to local shareholders are able to be made to the new Foreign Currency Nostro Accounts (‘FCA’) in Zimbabwe. Shareholders are required to contact Corpserve Registrars on +263 (0)4 751559/61 and provide their FCA information in order to receive payment, if the information has not been previously provided. No cheques will be issued.
United Kingdom Shareholders holding Odd-lot Shares through Pacific Custodians Nominees (RF) Proprietary Limited (‘PCN’): Cheques will be mailed to Shareholders in local currency (GBP) on or about Monday, 31 December 2018. The conversion from ZAR to GBP will occur on Tuesday, 18 December 2018 at the spot exchange rate.
Payment mechanics for Certificated Shareholders (which include Namibian Shareholders)
Payment will be made by electronic funds transfer into the Shareholder’s bank account on or about Tuesday, 18 December 2018. No cheques will be issued.
Payment mechanics for Dematerialised Shareholders (holding Odd-lot Shares through a CSDP or broker)
Payment will be made in the manner stipulated in the agreement concluded between the Shareholder and the CSDP or broker.
If you have any questions regarding the Nedbank odd-lot offer, please contact our transfer secretaries:
SA and UK shareholders
Link Market Services South Africa (Pty) Ltd
Tel: 086 140 0110 or 086 154 6566 (if calling from South Africa) or
+27 (0)11 713 0800 or +27 11 029 0251 (if calling from overseas)
Web address: www.linkmarketservices.co.za
Address: 13th Floor, 19 Ameshoff Street, Braamfontein, 2001
Postal address: PO Box 10462, Johannesburg, 2000
Transfer Secretaries Proprietary Limited
Tel: +264 (0)61 227 647
Address: 4 Robert Mugabe Avenue, Windhoek, Namibia
Postal address: PO Box 2401, Windhoek, Namibia
National Bank of Malawi
Tel: +265 (0)182 0622 or + 265 (0)182 0054
Address: Cnr Victoria Avenue and Henderson Street, Blantyre, Malawi
Corpserve Registrars (Pvt) Ltd
Tel: +263 (0)475 1559 or +263 (0)475 1561
Address: Second Floor ZB Centre, Cnr First Street and K Nkrumah Avenue, Harare, Zimbabwe
Postal address: PO Box 2208, Harare, Zimbabwe
Please take a moment to give us your suggestions