Metropolitan Life - Granting Of A General Authorit
SHARES
METROPOLITAN LIFE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1949/032491/06)
Share code: MET ISIN code: ZAE000012068
("Metropolitan")
GRANTING OF A GENERAL AUTHORITY FOR NEW AFRICA CAPITAL LIMITED ("NAC" OR
"THE COMPANY") OR ANY SUBSIDIARY OF NAC TO BUY BACK SHARES
Metropolitan shareholders are referred to the announcements published on 6
August 2001 and 14 August 2001 and the circular to Metropolitan shareholders
dated 14 August 2001 regarding, inter alia, the scheme of arrangement to be
proposed by NAC between Metropolitan and its shareholders in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Scheme"). The Scheme, should it become operative, will result in the
acquisition of all of the shares in Metropolitan by NAC in return for shares
in NAC on a one-for-one basis. Metropolitan will be delisted from and NAC
will be listed on the JSE Securities Exchange South Africa ("JSE") and the
Namibian Stock Exchange.
Shareholders of Metropolitan are advised that the shareholders of NAC have
approved the resolutions necessary for NAC or any subsidiary of NAC to buy
back shares in NAC in terms of a general authority. The JSE has agreed that
NAC or any subsidiary of NAC may exercise this authority from the date of
its listing which is anticipated to be on Friday, 21 September 2001. The
parameters of the authority granted mirror the authority currently in place
in Metropolitan and are as follows:
* the general approval shall be valid only until the Company's following
annual general meeting, provided that it does not extend beyond 15 months
from the date of the abovementioned authority, during which time this
general approval may be varied or revoked by approval passed at a general
meeting of the Company;
* the general approval to acquire shares shall be limited in the case of an
acquisition by NAC of its own shares to a maximum of 20% of NAC's issued
share capital of that class at the time the approval is granted;
* the general approval to acquire shares shall be limited in the case of an
acquisition by a subsidiary company of shares in its holding company, to a
maximum of 10% of that holding company's issued share capital of that class
at the time approval is granted; and
* acquisitions may not be made at a price more than 10% above the weighted
average of the market value of the shares concerned for the five business
days immediately preceding the date of the acquisitions.
The general authority will enable NAC to implement a share buy back
programme upon the Scheme becoming operative, should this be desired. NAC
and its shareholders will therefore be in the same position as Metropolitan
and its shareholders before the Scheme.
Bellville
29 August 2001
Financial adviser and sponsor to Metropolitan
NM Rothschild & Sons
Attorneys to Metropolitan
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
Sponsoring broker
Lexus Securities (Pty) Ltd
Colin van Zyl & Hendrik Lombard
Member of the Namibian Stock Exchange
Trading as Lexus Securities
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