| Fri 23 Nov 2001, 0:00 | | Primedia / Metropolis / Datatec: Results Of The Se |
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consideration
PRIMEDIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/003355/06)
Share code PRI ISIN ZAE000031159
Share code PRN ISIN ZAE000031167
("Primedia")
Metropolis* Transactive Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/020783/06)
Share code MTR ISIN ZAE000016796
("Metropolis*")
DATATEC LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/005004/06)
Share code DTC ISIN ZAE000017745
("Datatec")
Results of the settlement of the scheme consideration
1. Introduction
Investec Bank Limited is authorised to announce the results of the
settlement of the scheme consideration in terms of the scheme of arrangement
("the scheme") implemented by Primedia and Datatec between Metropolis* and
its shareholders, other than Primedia, Datatec and its subsidiaries. The
scheme involved the acquisition by Primedia and Datatec of each scheme
participant's entire shareholding in Metropolis* for a consideration to be
settled, in respect of each Metropolis* share registered as such on Friday,
26 October 2001 ("the record date") as follows:
* 11,44 cents in cash and 28,56 cents by the issue of Primedia ordinary
units ("the Primedia share consideration") on the basis that the entitlement
to Primedia ordinary units was determined 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 the Primedia ordinary units was the weighted
average traded price of the Primedia ordinary units on the JSE Securities
Exchange South Africa ("JSE") for the four trading day period ended on
Wednesday, 14 November 2001; or
* 40 cents in cash if an election was made by 12:00 on Wednesday, 14
November 2001, ("the alternative consideration").
2. Results of the Primedia share consideration
2.1 Ratio and effects of the Primedia share consideration
The weighted average traded price of the Primedia ordinary units for the
four trading day period ended on Wednesday, 14 November 2001 was 308,19
cents. As 57,51% of the issued ordinary shares in Metropolis* (excluding
Primedia, Datatec and its subsidiaries' shareholdings in Metropolis*)
received the Primedia shares consideration, 2 018 394 new Primedia ordinary
units were issued in the ratio of 10,19 new Primedia ordinary units for
every 100 Metropolis* shares held at the close of business on the record
date. The 11,44 cents in cash which forms part of the Primedia share
consideration will be posted to the scheme participants who elected the
Primedia share consideration on Monday, 26 November 2001.
2.2 Listing of new Primedia ordinary units
The new Primedia ordinary units will be listed on the JSE from the
commencement of business on Monday, 26 November 2001.
3. Results of the alternative consideration
The alternative consideration of 40 cents per Metropolis* share was
elected by the holders of 14 632 091 Metropolis* shares, being 42,49% of the
issued ordinary shares in Metropolis* (excluding Primedia, Datatec and its
subsidiaries' shareholdings in Metropolis*) on the record date. Cheques in
respect of the alternative consideration were posted to scheme participants
on Tuesday, 30 October 2001 (if documents of title and forms of surrender
and election were received on or prior to the record date) or failing which
were or will be posted within five business days of receipt thereof by
Mercantile Registrars Limited.
Sandton
23 November 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 Bank Limited
(Registration number 1969/004763/06)
Independent adviser to Metropolis* and the scheme members
KPMG
Transfer secretaries
Mercantile Registrars Limited
(Registration number 1987/003382/06)
