| Thu 13 Sep 2001, 0:00 | | New Africa Investment Ltd - Announcement In Respec |
|
The Unbundling
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
(Share codes : NAI and NAN)
(ISIN Codes : ZAE000012134 and ZAE000011946)
("NAIL" of "the company")
ANNOUNCEMENT IN RESPECT OF THE CONSOLIDATION AND THE UNBUNDLING
RESULTS OF THE GENERAL MEETINGS
At the general meetings of NAIL ordinary and "N" ordinary shareholders held
on Thursday, 6 September 2001, resolutions were duly passed by the requisite
majority of shareholders and where applicable, have been registered with the
Registrar of Companies, giving effect to:
the reduction of the share premium account by R2 717 552 658, from R3 554
111 635 to R836 558 977, by the unbundling by way of a distribution in
specie, of 319 554 246 New Africa Capital Limited ("New Africa Capital")
shares subject to the fulfilment of the unbundling conditions precedent
("the unbundling");
the cancellation of 16 of the authorised but unissued ordinary shares in the
share capital of the company; and
the consolidation of NAIL's ordinary and "N" ordinary authorised and issued
share capital on the basis of one consolidated share for every 20 NAIL
ordinary and/or "N" ordinary shares subject to the fulfilment of the
unbundling conditions precedent ("the consolidation").
UNBUNDLING CONDITIONS PRECEDENT
The remaining unbundling condition precedent, which is expected to be
fulfilled in the course of the week beginning 17 September 2001, is that the
scheme of arrangement in terms of section 311 of the Companies Act (Act 61
of 1973 as amended) ("the Companies Act"), proposed by New Africa Capital
between Metropolitan Life Limited and its shareholders becomes operative.
At the time of making this announcement, the directors of NAIL are satisfied
that NAIL is able to comply with the requirements of S90 of the Companies
Act in respect of the unbundling transaction. Should any unforeseen matters
arise which may result in NAIL being unable to comply with S90 of the
Companies Act, the directors of NAIL will make an announcement by 12h00 on
Thursday, 20 September 2001 informing shareholders that this condition has
not been fulfilled.
SURRENDER OF EXISTING DOCUMENTS OF TITLE
NAIL transferred to the electronic Share Transactions Totally Electronic
("STRATE") environment on 20 August 2001. Existing documents of title ceased
to be good for delivery from this date.
The consolidated NAIL shares ("consolidated shares") of NAIL shareholders
whose NAIL shares have already been dematerialised will be issued in
uncertificated form directly to the Central Securities Depository
Participant ("CSDP") in the sub-register of which NAIL is reflected.
Accordingly, NAIL shareholders whose NAIL shares have already been
dematerialised need not take further action.
Forms of surrender were included in the circular to NAIL shareholders dated
14 August 2001. A surrender circular, which includes an additional form of
surrender, will be posted to NAIL shareholders on Friday, 14 September 2001.
NAIL shareholders whose shares are in certificated form and who have not as
yet surrendered their existing documents should complete and lodge the form
of surrender, included in either of the above-mentioned circulars, together
with their documents of title as soon as possible but not later than 16h00
on Friday, 28 September 2001 with the company's registrars, namely
Mercantile Registrars Limited, 7th Floor, 11 Diagonal Street, Johannesburg,
2001 (PO Box 1053, Johannesburg, 2000).
The attention of NAIL shareholders is drawn to the fact that any NAIL
shareholder who receives share certificates in respect of the consolidated
shares will be required to dematerialise such share certificates in order to
trade their NAIL shares on the Johannesburg Securities Exchange South Africa
("JSE"). The dematerialisation process can take between 24 hours and 10
days, depending on the volumes being processed by STRATE at the time of the
dematerialisation.
Documents relating to the dematerialisation of NAIL were posted to NAIL
shareholders on 2 and 3 August 2001. NAIL shareholders should refer to such
documentation or should consult their professional advisers on the
procedures to be followed to dematerialise their NAIL shares.
New share certificates will not be sent to the shareholders unless and until
documents of title in respect of the relevant shares have been surrendered
to the company's registrars as set out above.
SALIENT DATES AND TIMES
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
Transfer of NAIL's listing to the "Media"
sector of the JSE lists Friday, 21 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
Listings of the New Africa Capital shares on the
JSE and the Namibian Stock Exchange Friday, 21 September
Record date for the unbundling and the
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
Cheques in respect of fractional entitlements to
be posted to NAIL shareholders as soon as
practicably possible after the sale of fractional
entitlements - after Monday, 1 October
Entitled share name New Africa Capital Limited
Entitled share code NAC
Entitled share ISIN ZAE000033130
Johannesburg
13 September 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
