| Thu 6 Sep 2001, 0:00 | | Metropolitan Life: Results Of Scheme Meeting And L |
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METROPOLITAN LIFE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1949/032491/06)
Share code:MET ISIN code: ZAE000012068
("Metropolitan")
RESULTS OF SCHEME MEETING AND LAST DAY TO REGISTER IN ORDER TO PARTICIPATE
IN THE SCHEME OF ARRANGEMENT PROPOSED BY NEW AFRICA CAPITAL LIMITED ("NAC")
BETWEEN METROPOLITAN AND ITS SHAREHOLDERS
NM Rothschild & Sons is authorised to announce that at a meeting held at
12:00 today, Thursday, 6 September 2001, those Metropolitan shareholders
present and voting in person or by proxy, unanimously approved the scheme of
arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the scheme") proposed by NAC between Metropolitan and
its shareholders regarding the acquisition of all of the shares in
Metropolitan by NAC in return for shares in NAC. Metropolitan shareholders
representing 73,9 percent of the total votes exercisable at the scheme
meeting, cast their votes in person or by proxy. Upon the scheme becoming
operative, Metropolitan will be delisted from and NAC will be listed on the
JSE Securities Exchange South Africa ("JSE") and the Namibian Stock Exchange
("NSX").
Conditions precedent
The scheme is subject to the following conditions precedent which remain to
be fulfilled:
a) the approval of the Registrar of Long-Term Insurance of South Africa;
b) the approval of the Registrar of Insurance of Botswana;
c) the approval of the High Court of South Africa in terms of Section 37 of
the Long-Term Insurance Act;
d) the sanction of the scheme by the High Court of South Africa; and
e) the order of the High Court being lodged with and registered by the
Registrar of Companies.
Timetable
As previously announced, the timetable to completion of the transaction,
scheduled for Friday, 21 September 2001 is set out below:
2001
Court hearing to sanction the scheme on Tuesday, 18 September
Last day to register to determine participation in
the scheme ("record date"), 16:00 on* Thursday, 20 September
Termination of the listings of the Metropolitan shares
on the JSE and the NSX at 16:00 on Thursday, 20 September
Listings of the NAC shares on the JSE and
the NSX at 09:00 on Friday, 21 September
Operative date of the scheme on Friday, 21 September
Expected date from which the scheme consideration
will be made available Friday, 21 September
*All share dealings during the five business days commencing on Friday, 14
September 2001 will be for immediate settlement.
Scheme consideration
Metropolitan shareholders registered as such on the record date ("scheme
participants") will be entitled to receive one NAC share for each
Metropolitan share held ("the scheme consideration") against surrender of
their Metropolitan documents of title. If they have not yet done so, scheme
participants are requested to complete the election and surrender and
transfer form (white form attached to the "Circular and documents relating
to the scheme of arrangement" posted to shareholders on Tuesday, 14 August
2001 or attached to the surrender circular to be sent to Metropolitan
shareholders) and return it with the relevant documents of title as soon as
possible to Computershare Services Limited ("Computershare"), 2nd Floor,
Edura, 41 Fox Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
in South Africa and Transfer Secretaries (Proprietary) Limited, Shop 12,
Kaiserkrone Building, Post Street Mall, Windhoek (PO Box 2401, Windhoek) in
Namibia ("the transfer secretaries"), in order to receive their scheme
consideration.
As indicated in the documentation which was sent to shareholders, NAC will
be a participant in Share Transactions Totally Electronic ("STRATE")
following its listings on the JSE and the NSX. Scheme participants were
given the option to:
a) participate in the issuer-sponsored nominee programme;
b) appoint Computershare Custodial Services Limited ("CCS") as their Central
Securities Depository Participant ("CSDP");
c) appoint or procure that their broker appoints a CSDP other than CCS; or
d) receive a share certificate.
Shareholders may therefore elect to receive a share certificate instead of
holding their shares in non-certificated form. This is still a valid form of
ownership, but shareholders will not be able to trade their shares until
they have dematerialised their share certificates. The dematerialisation
process can take between 24 hours and 10 days depending on the volumes being
processed by STRATE at the time.
NAC share certificates will be posted to those Metropolitan shareholders
who elect to receive a NAC share certificate within seven business days of
the receipt by Computershare of the election and surrender and transfer form
and the relevant documents of title. NAC share statements will be posted to
those Metropolitan shareholders who make the election referred to in (a) to
(c) above by ordinary post within seven days of receipt by Computershare of
the election and surrender and transfer form and the relevant documents of
title.
The surrender circular containing a form of election and surrender and
transfer will be distributed to scheme participants who have not surrendered
their documents of title upon the scheme becoming operative on or around
Friday, 21 September 2001.
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 for further details of the transaction.
Shareholders may also call Computershare on the following numbers for
further information:
* from within South Africa: 0861 100 949 (toll free)
* from outside South Africa: +27 11 722 2243
Bellville
6 September 2001
Financial Adviser and Sponsor to Metropolitan
NM Rothschild & Sons
Attorneys to Metropolitan
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
Sponsoring broker to Metropolitan in Namibia
Lexus Securities (Pty) Ltd
Colin van Zyl & Hendrik Lombard
Member of the Namibian Stock Exchange
Trading as Lexus Securities
