| Fri 8 Nov 2002, 11:58 | | Mihh/naspers - Salient Dates Of The Proposed Reorg |
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MIHH/NASPERS - SALIENT DATES OF THE PROPOSED REORGANISATION OF NASPERS
This announcement is not for distribution in or into the United States of
America
NASPERS LIMITED
(Incorporated in the Republic of South Africa and listed on the JSE
Securities Exchange South Africa)
(Registration number 1925/001431/06)
Share code NPN ISIN ZAE000015889
("Naspers")
MIH GROUP LIMITED
(Incorporated in the Republic of South Africa and listed on the JSE
Securities Exchange South Africa)
(Registration number 1993/005613/06)
Share code MHH ISIN ZAE000018941
("MIHH")
SALIENT DATES ANNOUNCEMENT OF THE PROPOSED REORGANISATION OF NASPERS LIMITED
("NASPERS"), PURSUANT TO WHICH THE MINORITY INTERESTS IN MIH HOLDINGS LIMITED
("MIHH") AND MIH LIMITED ("MIHL") WILL BE ACQUIRED BY NASPERS
1. INTRODUCTION
It was announced on 26 September 2002 ("the initial announcement") that the
directors of Naspers, MIHH and MIHL had reached agreement on proposals for the
reorganisation of the Naspers group ("the reorganisation").
The proposed reorganisation includes two elements: Firstly, a scheme of
arrangement ("the scheme") in terms of section 311 of the South African
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act") to be proposed by
Naspers, between MIHH and the holders of MIHH shares, other than Naspers and its
wholly-owned subsidiaries ("the MIHH minorities"), and, secondly the merger of
MIHL into MIH BVI Limited ("MIH BVI"), a wholly-owned British Virgin Island
("BVI") subsidiary of MIHH ("the merger") in accordance with BVI law. The scheme
and the merger will occur simultaneously as separate, but interconditional,
transactions.
In addition, Naspers has applied for the listing of its American Depositary
Shares ("ADSs") on the Nasdaq National Market ("Nasdaq") under the trading
symbol NPSN. Each Naspers ADS represents 10 Naspers class N ordinary shares.
In terms of the scheme, the MIHH minorities will receive one Naspers class N
ordinary share for every 2,25 MIHH shares held by them prior to the scheme ("the
scheme consideration"). As a result of the scheme the MIHH minorities will hold
38 263 654 class N ordinary shares, constituting 13,04% of the total class N
ordinary shares in issue and 3,81% of the voting rights in the issued share
capital of Naspers.
In terms of the merger the holders of MIHL shares, other than Naspers and
MIH BVI ("the MIHL minorities"), will receive, if they are resident in South
Africa 3,5 Naspers class N ordinary shares for every one MIHL share held by them
prior to the merger, or if they are resident in any other country, 0,35 Naspers
ADSs for every MIHL share held by them prior to the merger (collectively "the
merger consideration"), bearing in mind that each Naspers ADS represent 10
Naspers class N ordinary shares. All MIHL minorities, whether they receive
Naspers class N ordinary shares or Naspers ADSs, will receive the same number of
underlying class N ordinary shares in Naspers for each MIHL share held by them
prior to the merger. As a result of the merger, the MIHL minorities will hold a
maximum of 98 803 261 class N ordinary shares, constituting 33,68% of the total
class N ordinary shares in issue and 9,83% of the voting rights in the issued
share capital of Naspers.
Under BVI law, MIHL minorities who dissent from the merger will be entitled
to payment, in cash, of the "fair value" of their MIHL shares. Under BVI law,
the "fair value" of the MIHL shares will exclude any appreciation or
depreciation in the value of the shares directly or indirectly induced by the
announcement of the merger. The quoted closing market price of the MIHL shares
on the Nasdaq on 25 September 2002, the day prior to the initial announcement,
was US$3,75.
Naspers, the indirect controlling shareholder of MIH BVI may choose not to
approve the merger if it appears that the total cash consideration to be paid to
dissenting shareholders may exceed US$25 million.
2. SALIENT DATES AND TIMES PERTAINING TO THE REORGANISATION
2002
Last day to trade MIHH shares on the JSE Securities
Exchange South Africa ("JSE") in order to be recorded in
the register on the record date of the MIHH scheme meeting
(see Note 1 below) Thursday 21 November
Record date of the MIHH scheme meeting in order to
be able to vote thereat Thursday 28 November
Meeting of MIHL shareholders to vote on the merger Friday 29 November
Last day to lodge forms of proxy for the MIHH
scheme meeting (by 10:00) (see Note 2 below) Friday 29 November
Last day to lodge forms of proxy for the Naspers
general meeting (by 15:30) Friday 29 November
MIHH scheme meeting held (at 10:00) Monday 2 December
Naspers general meeting held (at 15:30) Monday 2 December
Results of the MIHH scheme meeting and Naspers general
meeting published on SENS Monday 2 December
Results of the MIHH scheme meeting and Naspers general
meeting published in the press Tuesday 3 December
Court hearing to sanction the MIHH scheme (at 10:00
or as soon thereafter as Counsel may be heard in the
High Court of South Africa (Witwatersrand Local
Division)) Tuesday 10 December
Publish results of Court hearing Wednesday 11 December
Expected last day to trade MIHH shares on the JSE
in order to be registered on the record date of
the scheme Thursday 12 December
Expected date of suspension of MIHH`s listing on the JSE
from the commencement of business Friday 13 December
Expected date of listing the new Naspers class N
ordinary shares on the JSE Friday 13 December
Expected record date of the scheme to determine
participation in the scheme Friday 20 December
Expected operative date of the scheme from the
commencement of business Monday 23 December
Expected date from which the scheme consideration
will be made available or posted to the certificated
MIHH minorities (if documents of title are received on or
prior to the record date of the scheme) or, failing that,
within five business days of receipt of the relevant
documents of title by the transfer secretaries Monday 23 December
Dematerialised MIHH minorities will have the scheme
consideration credited to them in terms of the
settlement procedures of STRATE Monday 23 December
Expected effective date of the merger Monday 23 December
Expected date of listing the new Naspers ADSs
on Nasdaq Monday 23 December
Expected date of termination of MIHH`s listing on
the JSE from the commencement of business Tuesday 24 December
Notes:
1. MIHH shareholders should note that, as MIHH is now trading in the STRATE
environment, settlement for trade takes place five business days after trade.
Therefore, MIHH shareholders who acquire MIHH shares after the last day to trade
MIHH shares on the JSE, being Thursday 21 November 2002, in order to be recorded
in the register of MIHH shareholders by the record date of the MIHH scheme
meeting, being Thursday 28 November 2002, will not be eligible to vote at the
scheme meeting.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the MIHH scheme meeting by no later than 10 minutes
before the MIHH scheme meeting is due to commence.
3. Certificated Naspers shareholders and MIHH shareholders (collectively
"shareholders") or "own name" dematerialised shareholders will be entitled to
attend the Naspers general meeting and MIHH scheme meeting, respectively, in
person, or if they are unable to attend and wish to be represented thereat, may
complete and return a form of proxy to the transfer secretaries in accordance
with the time specified on the form of proxy.
4. Shareholders who have already dematerialised their shares through a Central
Securities Depository Participant ("CSDP") or broker, other than "own name"
registered dematerialised shareholders, and who wish to attend the Naspers
general meeting and MIHH scheme meeting, respectively, must request their CSDP
or broker to provide them with the necessary authorisation to do so, or must
instruct their CSDP or broker to vote by proxy on their behalf in terms of the
agreement entered into between the shareholder and their CSDP or broker.
5. No dematerialisation or rematerialisation of MIHH shares will take place
after Thursday 12 December 2002.
6. Any change to the above dates and times will be agreed upon by Naspers and
MIHH and advised to shareholders by notification on SENS and in the press.
7. All times indicated above are South African times.
3. DOCUMENTATION
The documentation relating to the Naspers general meeting, including revised
listings particulars will be posted today, to Naspers shareholders registered at
the close of business on Friday 1 November 2002.
The documentation relating to the scheme will be posted today, to MIHH
shareholders registered at the close of business on Friday 1 November 2002. MIHH
shareholders are also referred to the notice of scheme meeting and Order of
Court published simultaneously with this announcement.
This announcement is not an offer of shares, for sale, in the United States
of America. Naspers` shares and Naspers ADSs may not be offered or sold in the
United States without registration or exemption from registration by the
Securities and Exchange Commission. The public offering of Naspers` shares and
Naspers` ADSs to be made in the United States to the MIHL minorities in terms of
the merger will be made by means of a prospectus that may be obtained from
Naspers. The prospectus will contain detailed information about Naspers and its
management and will include Naspers` financial statements.
Cape Town
8 November 2002
Merchant Bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Independent advisor to MIHH and MIHL boards of directors
Global Markets & Investment Banking Group
Merrill Lynch
Merrill Lynch International
Registered in England
Registration number 2312079
Regulated in the United Kingdom
by The Financial Services Authority
Transactional sponsor to Naspers and MIHH
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to the transaction
WEBBER WENTZEL BOWENS
Attorneys to Naspers
JAN S. DE VILLIERS ATTORNEYS
Sponsor to Naspers
GENSEC BANK LIMITED
(Registration number 1996/004744/06)
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1998/012055/21)
Sponsor to MIHH
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Date: 08/11/2002 09:34:47 AM Produced by the JSE SENS Department
