| Tue 10 Dec 2002, 14:15 | | NASPERS/MIHH - COMPANY ANNOUNCEMENT |
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NASPERS/MIHH - COMPANY ANNOUNCEMENT
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 Holdings Limited
(Incorporated in the Republic of South Africa
and listed on the JSE Securities Exchange South Africa)
(Registration number 1993/005613/6)
Share code MHH ISIN ZAE000018941
("MIHH")
SANCTION OF THE MIH HOLDINGS LIMITED ("MIHH")
SCHEME OF ARRANGEMENT BY THE HIGH COURT IN THE REORGANISATION OF NASPERS LIMITED
("NASPERS")
Further to the announcement dated 3 December 2002, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme") proposed by
Naspers between MIHH and its shareholders (other than Naspers and MIH
Investments (Proprietary) Limited) was sanctioned by the High Court of South
Africa (Witwatersrand Local Division) ("the Court") on Tuesday 10 December 2002.
The Order of the Court sanctioning the scheme has been lodged with the Registrar
of Companies ("the Registrar") for registration on Wednesday, 11 December 2002.
Other than the registration of the Order of Court by the Registrar, all other
outstanding conditions precedent relating to the scheme and the reorganisation
have been fulfilled.
TERMINATION OF STOCK EXCHANGE LISTING
The listing of MIHH shares on the JSE Securities Exchange South Africa will be
suspended from the commencement of business on Friday 13 December 2002, and will
be terminated with effect from the commencement of business on Tuesday 24
December 2002. The record date to determine the participants in the scheme will
be the close of business on Friday 20 December 2002 ("the record date"). The
operative date of the scheme will be the commencement of business on Monday 23
December 2002 ("the operative date").
SCHEME CONSIDERATION AND SURRENDER OF MIHH DOCUMENTS OF TITLE
In terms of the scheme, holders of MIHH shares registered as such on the record
date ("scheme participants"), are entitled to receive for every 2,25 MIHH shares
held, calculated on a pro rata basis, one new Naspers class N ordinary share
credited as fully paid up, and any fraction of a Naspers share to which any
scheme participant is entitled, if it comprises 0,5 or more of a share will be
rounded up, otherwise will be rounded down, to the nearest whole Naspers share
("the scheme consideration"). For the avoidance of doubt, only rounded numbers
of shares will be issued.
The scheme consideration payable in respect of dematerialised MIHH shares will
be delivered to the own-named dematerialised shareholders by MIHH arranging that
Naspers procures that the appropriate entries are made in the Naspers sub-
register of members administered or maintained by the Central Securities
Depositary Participant ("CSDP") so that the shares so registered be held in
terms of the custody/mandate agreements entered into between the relevant
beneficial shareholder and his CSDP or broker.
The scheme consideration payable in respect of MIHH shares held in
certificated/registered form will be posted by pre-paid registered post, at the
risk of the addressee, to scheme participants holding certificated shares in
MIHH ("certificated scheme participants"). Where the documents of title in
respect of the scheme shares have been surrendered to the transfer secretaries:
- prior to the record date, on the operative date;
- after the record date, within five business days of the receipt of the duly
surrendered documents of title in relation to the MIHH shares.
Accordingly, if they have not already done so, certificated scheme participants
should surrender their documents of title as soon as possible to the transfer
secretaries, Computershare Investor Services Limited, 70 Marshall Street,
Johannesburg 2001 (PO Box 1053, Johannesburg, 2000) in order to be paid the
scheme consideration.
The scheme consideration will not be sent to certificated scheme participants
unless and until all documents of title in respect of the relevant MIHH shares
have been surrendered to the transfer secretaries as set out above.
A form of surrender was included in the circular posted to MIHH shareholders on
Friday 8 November 2002. A further form of surrender will be posted to MIHH
shareholders on Wednesday 11 December 2002 together with a copy of this
announcement.
Cape Town
11 December 2002
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Independent advisor to MIHH and MIHL boards of directors
Merrill Lynch
Global Markets & Investment Banking Group
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
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 & Auditors
(Registration no. 1998/012055/21)
Sponsor to MIHH
Merrill Lynch
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: 10/12/2002 01:53:00 PM Produced by the JSE SENS Department
