| Tue 14 Aug 2001, 0:00 | | New Africa Investment Ltd - Salient Dates And Time |
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OF THE UNBUNDLING AND THE CONSOLIDATION
SALIENT DATES AND TIMES ANNOUNCEMENT IN RESPECT OF THE UNBUNDLING AND THE
CONSOLIDATION
On 6 August 2001, NAIL announced that New Africa Capital Limited ("New
Africa Capital"), a newly incorporated wholly-owned subsidiary of NAIL, will
propose a scheme of arrangement ("the scheme") in terms of section 311 of
the Companies Act (Act 61 of 1973, as amended) ("the Companies Act"),
between Metropolitan and all of its shareholders, including New Africa
Finance Holdings Limited ("Nafhold"), the wholly-owned subsidiary of NAIL
which holds NAIL's interests in Metropolitan. Following the implementation
of the scheme, NAIL will:
distribute to its ordinary and "N" ordinary shareholders 319 554 246 shares
in New Africa Capital which will represent approximately 90% of NAIL's
holding in New Africa Capital on the basis of 13.15268 New Africa Capital
shares per every 100 NAIL ordinary and/or every 100 NAIL "N" ordinary
shares, ("the unbundling"); and
consolidate its authorised and issued ordinary and "N" ordinary share
capital subsequent to the unbundling on the basis of 1 consolidated share
for every 20 existing shares ("the consolidation").
The unbundling will be subject to the fulfilment of the following conditions
precedent, namely that:
the necessary resolutions approving the unbundling are passed by the
requisite majorities of NAIL ordinary and "N" ordinary shareholders in
general meeting;
NAIL is able, to the satisfaction of its directors, to comply with the
requirements of section 90 of the Companies Act in respect of the
unbundling;
the scheme becomes operative; and
the necessary tax exemptions are obtained, to the satisfaction of the
directors of NAIL, from the South African Revenue Services as contemplated
in terms of Section 60 of the Income Tax Act (Act 113 of 1993) as amended.
The salient dates and times in respect of the unbundling and the
consolidation are as follows:
2001
Last day to trade in NAIL shares
(cum unbundling shares) Thursday, 20 September
NAIL shares to start trading ex unbundling
shares at commencement of trade on Friday, 21 September
Listing of NAIL consolidated shares at
commencement of trade on Friday, 21 September
Record date for unbundling and consolidation
(NAIL shareholders must be registered as such by
the close of trade on this date in order to
participate in the unbundling and
the consolidation) Friday, 28 September
Share certificates or share statements to be
posted to NAIL shareholders Monday, 1 October
Share code of NAIL ordinary shares NAI
Share code of NAIL "N" ordinary shares NAN
Share International Security Identification Number
of NAIL ordinary shares ZAE000012134
Share International Security Identification Number
of NAIL "N" ordinary shares ZAE000011946
NAIL shareholders are advised that:
Share Transactions Totally Electronic ("STRATE") requires a period of five
trading days in order to record the transfer of registered shareholders.
Accordingly, in order to be a registered shareholder of NAIL by the record
date (Friday, 28 September 2001) shareholders must purchase NAIL shares by
no later than 16h00 on Thursday, 20 September 2001;
dematerialisation of NAIL shares will not be possible from Friday, 7
September 2001 to Friday, 28 September 2001; and
Each NAIL shareholder (notwithstanding that he may have de-materialised his
NAIL shares) will receive a New Africa Capital share certificate in respect
of the unbundling and will be required to de-materialise such share
certificate in order to trade his New Africa Capital shares. The de-
materialisation process can take between 24 hours and 10 days, depending on
the volumes being processed by STRATE at the time of the de-materialisation.
The above-mentioned dates and times are subject to change and any such
changes will be announced in the press.
Johannesburg
14 August 2001
Financial adviser to NAIL
Deutsche Securities (SA) (Pty) Ltd
Corporate law advisers and consultants to NAIL
Edward Nathan & Friedland
Joint sponsors to NAIL
Deutsche Securities (SA) (Pty) Ltd
Wipcapital (Pty) Limited
Legal adviser to NAIL
Chuene Kwinana Motsatse
