| Fri 21 Sep 2001, 0:00 | | Metropolis / Primedia / Datatec: Salient Dates For |
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arrangement
Metropolis* Transactive Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/020783/06)
Share code: MTR ISIN: ZAE000016796
("Metropolis*")
PRIMEDIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/003355/06)
Share code: PRI ISIN: ZAE000031159
("Primedia")
DATATEC LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/005004/06)
Share code: DTC ISIN: ZAE000017745
("Datatec")
Announcement regarding the salient dates
for the proposed scheme of arrangement
1. Introduction
Further to the announcement dated 31 July 2001 regarding the scheme of
arrangement proposed in terms of section 311 of the Companies Act, 1973 (Act
61 of 1973), as amended, by Primedia and Datatec between Metropolis* and its
shareholders other than Primedia, Datatec and its subsidiaries ("the
scheme"), Investec Bank Limited is authorised to announce that the High
Court of South Africa (Transvaal Provincial Division) ("the Court") has
granted leave to convene the scheme meeting.
In terms of the scheme, holders of Metropolis* shares (other than
Primedia, Datatec and its subsidiaries) registered as such on Friday, 26
October 2001 ("the record date") ("scheme participants"), are entitled to
receive a consideration to be settled, in respect of each Metropolis* share
registered in the name of each scheme participant on the record date:
* by 11,44 cents in cash and by 28,56 cents by the issue of Primedia
ordinary units on the basis that the entitlement to Primedia ordinary units
will be calculated as follows:
Entitlement = Number of Metropolis* 28,56 cents x 1,10
shares held on the X Market price of Primedia
record date ordinary units
where the market price of a Primedia ordinary unit is the weighted average
traded price of the Primedia ordinary unit on the JSE Securities Exchange
South Africa ("JSE") for the four trading day period ending on Wednesday, 14
November 2001 ("the Primedia share consideration"); or
* if such scheme participant so elects by not later than 12:00 on Wednesday,
14 November 2001, by 40 cents in cash per Metropolis* share ("the
alternative consideration"), (collectively "the scheme consideration").
The Primedia ordinary units to be issued will, from their date of issue,
rank pari passu in all respects with the other Primedia ordinary units then
in issue.
WHERE NO ELECTION HAS BEEN MADE BY 12:00 ON WEDNESDAY, 14 NOVEMBER 2001
IN ACCORDANCE WITH PART B OF THE FORM OF SURRENDER AND ELECTION, EITHER
BECAUSE SUCH SCHEME PARTICIPANT FAILED TO SUBMIT IT BY THAT DATE OR PART B
HAS NOT BEEN COMPLETED, THE SCHEME PARTICIPANT WILL BE DEEMED NOT TO HAVE
ELECTED THE ALTERNATIVE CONSIDERATION AND WILL RECEIVE THE PRIMEDIA SHARE
CONSIDERATION.
The transfer secretaries will, subject to the scheme becoming operative
and any requirements of the South African Exchange Control Authorities, post
the alternative consideration to scheme participants who have elected the
alternative consideration by Friday, 26 October 2001, on or about Tuesday,
30 October 2001, or within five business days of receipt of the form of
surrender and election together with the relevant documents of title,
whichever is the later at the risk of the scheme participant concerned.
The Primedia share consideration will be made available or posted to the
scheme participants on or about Tuesday, 20 November 2001.
2. Listing
Subject to the fulfilment of the conditions precedent, the Committee of the
JSE has granted approval for the suspension of the listing of Metropolis*
shares with effect from the commencement of business on the trading day
preceding the record date, which day is expected to be on Thursday, 25
October 2001 and the termination of the listing of Metropolis* shares with
effect from the close of business on the record date. The Primedia ordinary
units to be issued in terms of the scheme will be listed on the JSE from
Tuesday, 20 November 2001.
Scheme members are advised that the Primedia ordinary unit
dematerialisation start date is Monday, 8 October 2001, the first trade date
for electronic settlement is Monday, 29 October 2001 and the first
electronic settlement date is Monday, 5 November 2001. Scheme members
electing to receive the Primedia share consideration will have to
dematerialise their Primedia ordinary units before they could trade in them
on the JSE.
3. Salient dates and times pertaining to the scheme
Last day to lodge forms of proxy for the scheme meeting
by 09:00, (Forms of proxy for the scheme meeting
may also be handed to the chairperson of the
scheme meeting not less than 10 minutes before
the commencement thereof) Thursday, 4 October
Last day to register in order to be entitled to vote
at the scheme meeting by the close of business Friday, 5 October
Scheme meeting held at 09:00 Monday, 8 October
Court hearing to sanction the scheme Tuesday, 23 October
Publish results of scheme meeting and of Court hearing Wednesday, 24 October
Expected date of suspension of Metropolis*'s listing
on the JSE from the commencement of business Thursday, 25 October
Record date to determine participation in the scheme
at the close of business Friday, 26 October
Expected date of termination of Metropolis*'s listing
on the JSE by the close of business Friday, 26 October
Expected operative date of the scheme
at the close of business Monday, 29 October
Expected date from which the alternative consideration
will be made available or posted to scheme
participants (if documents of title and forms of
surrender and election are received on or prior
to the record date) or, failing that, within five
business days of receipt thereof
by the transfer secretaries Tuesday, 30 October
Last day to lodge forms of surrender and election
in order to elect the alternative consideration
by 12:00 Wednesday, 14
November
Expected date from which the Primedia share
consideration will be made available or posted to
scheme participants Tuesday, 20 November
Listing of new Primedia ordinary units on the JSE
with effect from the commencement of business Tuesday, 20 November
Notes:
The above dates and times are subject to change by agreement between
Metropolis*, Primedia and Datatec. Any such amendment will be announced on
the Stock Exchange News Service and in the press.
4. Scheme Documentation
The documentation relating to the scheme will be posted to Metropolis*
shareholders today. Metropolis* shareholders are also referred to the notice
of the scheme meeting published simultaneously with this announcement.
Johannesburg
21 September 2001
Merchant bank and sponsor to Metropolis*
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Primedia
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants
Deloitte & Touche
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Independent advisor to Metropolis* and the scheme members
KPMG Corporate Finance
Merchant bank and sponsor to Datatec
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Transfer secretaries
Mercantile Registrars
