| Wed 24 Oct 2001, 0:00 | | Metropolis: Results Of The Scheme Meeting And The |
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of 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")
Results of the scheme meeting and the sanctioning of the
scheme of arrangement
1. Results of the scheme meeting
Further to the announcement dated 21 September 2001, Investec Bank Limited
is authorised to announce that the scheme of arrangement proposed by
Primedia and Datatec between Metropolis* and its shareholders (other than
Primedia, Datatec and its subsidiaries) ("the scheme") was approved by the
requisite majority of scheme members at the scheme meeting held on Monday, 8
October 2001.
2. Sanctioning of the scheme
The scheme was sanctioned by the High Court of South Africa (Transvaal
Provincial Division) on Tuesday, 23 October 2001. Subsequently, the Order of
Court has been lodged with the Registrar of Companies ("the Registrar") for
registration. Apart from the Registrar's registration of the Order of Court,
all other outstanding conditions precedent relating to the scheme have been
fulfilled.
3. Termination of stock exchange listing
The listing of Metropolis* shares on the JSE Securities Exchange South
Africa ("JSE") will be suspended from the commencement of business on
Thursday, 25 October 2001 and will be terminated with effect from the close
of business on Friday, 26 October 2001. The record date to determine the
participants in the scheme will be the close of business on Friday, 26
October 2001 ("the record date") and the operative date of the scheme will
be Monday, 29 October 2001.
4. Scheme consideration and surrender of Metropolis* documents of title
In terms of the scheme, holders of Metropolis* shares (other than Primedia,
Datatec and its subsidiaries) registered as such on the record date ("scheme
participants"), are entitled to receive the scheme consideration to be
settled, in respect of each Metropolis* share registered in the name of each
scheme participant on the record date:
* either 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 record date X Market price of Primedia
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 for the four trading
day period ending on Wednesday, 14 November 2001 ("the Primedia share
consideration"); or
* if each scheme participant so elects, by 40 cents in cash per Metropolis*
share ("the alternative consideration") (the Primedia share consideration
and the alternative consideration are defined, collectively, as "the scheme
consideration").
The alternative consideration will be posted on or about Tuesday, 30 October
2001, if documents of title have been surrendered by the close of business
on Friday, 26 October 2001 or within five business days of receipt of such
documents of title, if surrendered thereafter.
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, WHETHER
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 Primedia share consideration will be made available or posted to scheme
participants on or about Tuesday, 20 November 2001 if documents of title
have been surrendered by the close of business on Friday, 16 November 2001
or within five business days of receipt of such documents of title if
surrendered thereafter.
Accordingly, if they have not already done so, scheme participants should
surrender their documents of title as soon as possible to the transfer
secretaries, Mercantile Registrars Limited, 10th Floor, 11 Diagonal Street,
Johannesburg 2001 (PO Box 1053, Johannesburg 2000) in order to claim the
scheme consideration. The scheme consideration will not be sent to scheme
participants unless and until all documents of title in respect of the
relevant Metropolis* shares have been surrendered to the transfer
secretaries, as set out above. A form of surrender and election was included
in the circular posted to Metropolis* shareholders on Friday, 21 September
2001 and a further form of surrender will be posted to Metropolis*
shareholders on Thursday, 15 November 2001.
Johannesburg
24 October 2001
Sponsor and merchant bank to Metropolis*
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants
Deloitte & Touche
Merchant bank and sponsor to Datatec
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Sponsor to Primedia
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Independent advisor to Metropolis* and the scheme members
KPMG Corporate Finance
Transfer secretaries
Mercantile Registrars Limited
(Registration number 1987/003382/06)
