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    Nedcor Empowerment Transaction 
[NOTE: THIS IS AN EXTRACT FROM THE FULL OLD MUTUAL PLC ANNOUNCEMENT]
   
    Nedcor Client Schemes (4.89%)
     
   

The Client Schemes allow Nedcor to demonstrate its broad-reaching commitment to be inclusive of all its key current and future black stakeholders, and help to position the group as a “bank for all”. The Client Schemes comprise the following two elements:

     
   

The Eyethu Retail Client Scheme (2.17%)
The Eyethu Retail Client Scheme will operate for the benefit of existing and new black Nedbank Retail clients and aims to provide access to shares to a broad-base of South Africa’s black population, many of whom will be first time share owners. The scheme will be accompanied by an education campaign.

The Eyethu Retail Trust will sell approximately 9.5m Nedcor shares (which equates to 2.68% of Nedcor’s South African businesses) to new and existing Nedbank Retail clients. Applicants, who must be black as defined in the FSC, will subscribe to purchase Nedcor shares from the Eyethu Retail Trust. For every three shares purchased, participants will qualify to receive an additional bonus share, subject to participants maintaining a primary transactional account with Nedbank Retail for a period of three years from the first purchase of Nedcor shares. Participants will be entitled to elect whether they wish to make either a lump sum payment or a monthly debit order. Participants will enjoy capital protection on their investment.

The details of the share offer pursuant to the Eyethu Retail Client Scheme are in the process of being finalised and will be made available to existing and potential black retail clients (including employees meeting the other requirements of the scheme) in due course, with the actual offer itself being launched post the fulfilment of the conditions precedent to the overall transaction.

The Eyethu Corporate Client Scheme (2.72%)
Nedcor has set aside a portion of the BEE scheme as part of an overall programme to develop BEE corporates by assisting them in their growth opportunities and strategies. To this end, Nedcor shares under the Eyethu Corporate Client Scheme will be made available primarily to existing BEE clients of the bank, as well as to selected other BEE clients and past partners of Nedcor. It is anticipated that more than 20 participants will participate in the Scheme, including a portion not allocated upfront to cater for potential future BEE client relationships. This scheme will afford Nedcor an opportunity to strengthen existing client relationships, while providing access to new business opportunities as these clients grow and prosper. The scheme will endure for a period of six years and will be funded on the basis described in paragraph 4.9 below.

The Eyethu Corporate Trust will acquire an effective interest of 2.72% of the enlarged issued share capital of Nedcor (which equates to 3.35% of Nedcor’s South African businesses). The shares will be held by the Corporate Trust on behalf of the scheme participants for six years from the date of purchase.

Participants will each be required to enter into agreements with Nedcor setting out the terms of the scheme as well as the strategic nature of the business relationship being struck between the participant concerned and Nedcor.

With the exception of Aka Capital, each participant in the Eyethu Corporate Client Scheme will be allocated similar shareholdings and individual shareholders will not be permitted to benefit by more than 0.04% as a result of their shareholding in the participating company.

As one of the selected participants in the Eyethu Corporate Client Scheme, Aka Capital, a key corporate client (and previous partner of Old Mutual and Nedcor in Quaystone Asset Management) will additionally fulfill the role of Business Development Partner and will be the single largest participant in the scheme with an interest of 0.38%. Aka Capital has been an important contributor to Nedbank Capital's business over the last few years, and this is anticipated to continue into the future. Aka Capital has undertaken, through entering into a detailed, binding memorandum of understanding with Nedcor, to assist in developing Nedcor's strategy in a number of key business areas in the Nedbank Capital and Nedbank Corporate clusters.

Aka Capital was formed in 1998 and is one of South Africa’s leading black-owned private equity and investment holdings groups. The firm benefits from a seasoned and professional leadership team that is well respected in business, government and academic circles. Aka Capital’s key interests include Datacentrix and Corobrick. Aka Capital has a long standing relationship with the Old Mutual Group, with Old Mutual (SA) and Nedcor each having a 20% interest in Aka Capital. The balance is held by management. The directors of Aka Capital include Reuel Khoza, Sam Nematswerani and Gary Morolo.