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NEW AFRICA INVESTMENTS LIMITED
METROPOLITAN LIFE LIMITED
Further to the joint cautionary announcements published on 5 March 2001
("the restructuring announcement") and 17 April 2001, NAIL and Metropolitan
wish to report on progress made in respect of:
the proposed corporate convergence between NAIL and Metropolitan and the
separate listing of the non-financial services assets of NAIL (the
"corporate convergence"); and
the Metropolitan restructuring.
Corporate convergence and Metropolitan restructuring
1.1 Corporate convergence
In the restructuring announcement NAIL and Metropolitan set out their
intended strategy to achieve the corporate convergence and the rationale
therefor. It was also stated that the board of NAIL believes it is
important to ensure that following the implementation of the corporate
convergence:
the strong empowerment characteristics of NAIL and Metropolitan would be
secured; and
there would be influence over the affairs of NAIL and Metropolitan and
substantial participation in their shareholdings by empowerment groups.
In order to achieve these objectives the board of NAIL detailed three
conditions it wished to see fulfilled prior to initiating the process of
corporate convergence ("the conditions"):
conclusion of satisfactory contractual agreements for the purpose of
ensuring the ownership of not less than 30% of the issued share capital of
NAIL by empowerment groups;
conclusion of satisfactory contractual agreements for the purpose of
ensuring the ownership of not less than 15% of the issued share capital of
New Africa Capital Limited ("NAC"), which will become the listed holding
company of Metropolitan, by empowerment groups following the implementation
of the corporate convergence; and
conclusion of satisfactory contractual agreements for the purpose of
creating a voting pool representing not less than 25% of the shareholders'
votes of NAC following the implementation of the corporate convergence.
Considerable progress has been made in the fulfillment of the conditions and
the board of NAIL believes there is a significant probability of the
conditions being fulfilled within 60 days.
1.2 NAIL's non-financial services assets
On 25 May 2001, NAIL announced the proposed acquisition of Kagiso Media
Limited for R377 million in cash with effect from 30 June 2001. The
acquisition is subject to certain conditions precedent set out in the
announcement. The proposed acquisition will achieve critical mass in media
and will create in NAIL a significant empowerment media player.
1.3 Metropolitan restructuring
The internal Metropolitan restructuring is in progress.
Resignation of Dikgang Moseneke
Nail and Metropolitan announced on 1 June 2001 that Dikgang Moseneke had
resigned as Acting Chairman and Chief Executive Officer of NAIL and as
Chairman of Metropolitan, effective 30 July 2001. The boards and executive
management teams of both NAIL and Metropolitan acknowledge Moseneke's
tremendous contribution in charting a new strategic direction, advancing
economic empowerment and creating shareholder value for NAIL and
Metropolitan. NAIL and Metropolitan are sad to lose the talents and
devotions of Moseneke and wish him well in his chosen role in the judiciary.
Zwelakhe Sisulu has been appointed as the Acting Chairman of NAIL and as
Chairman of a sub-committee of the board of NAIL which has been mandated to
formulate recommendations to the board of NAIL in respect of the appointment
of all the corporate leadership positions within NAIL.
The Metropolitan Board, in conjunction with the NAIL Board, is in the
process of reviewing possible candidates for Chairman of Metropolitan and
will name a successor in due course.
Further joint cautionary announcement
Shareholders of NAIL and Metropolitan are advised to continue to exercise
caution when dealing in the securities of the respective companies until
such time as a further announcement is made.
Johannesburg Bellville
6 June 2001 6 June 2001
Financial adviser to NAIL
Deutsche Securities (SA) (Pty) Ltd
Joint sponsors to NAIL
Deutsche Securities (SA) (Pty) Ltd
Wipcapital (Pty) Limited
Corporate law advisers and consultants to NAIL
Edward Nathan & Friedland
Legal adviser to NAIL
Chuene Kwinana Motsatse
Financial adviser to Metropolitan
N M Rothschild & Sons
Sponsor to Metropolitan
N M Rothschild & Sons
Sponsoring broker to Metropolitan in Namibia
Colin van Zyl / Hendrik Lombard
Trading as Lexus Securities (Pty) Ltd
Legal adviser to Metropolitan
Deneys Reitz
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