| Fri 31 Jan 2003, 10:53 | | M-NET/ SuperSport - Announcement |
|
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
Share code MNS ISIN ZAE000014304
("M-Net")
SuperSport International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
Share code MNS ISIN ZAE000014304
("SuperSport")
DISTRIBUTION BY SUPERSPORT OF ITS SHAREHOLDING IN NASPERS LIMITED ("NASPERS") IN
ADDITION TO A DISTRIBUTION OF CASH IN M-NET AND SUPERSPORT BY WAY OF A CAPITAL
REDUCTION
1. Introduction
It was announced on 2 January 2003 that the M-Net and SuperSport boards of
directors ("the M-Net/SuperSport boards") resolved, subject to the fulfilment of
certain conditions precedent, to distribute to holders of M-Net/SuperSport
linked units ("M-Net/SuperSport shareholders") all of the Naspers class N
ordinary shares ("Naspers shares") held by SuperSport ("the Naspers distribution
shares") and R75 million in cash ("the cash distribution") by way of a reduction
of the share premium accounts in M-Net and SuperSport.
The M-Net /SuperSport boards therefore resolved to convene a general meeting
of the M-Net/SuperSport shareholders, to consider the resolutions to authorise
the distribution of the 11 386 277 Naspers shares held by SuperSport in addition
to a cash distribution of R37,5 million from SuperSport and R37,5 million from M
Net, by way of a capital reduction in terms of section 90 of the Companies Act
(Act 61 of 1973) ("the Act").
On the basis that SuperSport owns 11 386 277 shares in Naspers on the date of
the distribution, M-Net /SuperSport shareholders will receive the Naspers
distribution shares in accordance with the table of entitlement set out below.
Number of
Naspers shares to
Number of be distributed per
Naspers shares to 100 M-Net SuperSport
be distributed linked units held
Naspers 11 386 277 4.2365
The capital reduction ratio set out above is based on the assumption that
SuperSport will distribute 100% of its shareholding of 11 386 277 shares in
Naspers by way of the proposed share distribution. In terms of the proposed cash
distribution, M-Net SuperSport shareholders will receive R27,91 per 100
M-Net/SuperSport linked units held. Both ratios are based on 268 763 276
M-Net/SuperSport shares being in issue.
2. Salient dates and times pertaining to the proposed capital reduction
2003
Last day for lodging of forms of proxy for
the general meetings by 10:00 on Friday 14 February
General meeting of M-Net shareholders at 10:00 on Monday 17 February
General meeting of SuperSport shareholders
immediately after the conclusion of the
M-Net general meeting on Monday 17 February
Results of the general meetings published on SENS Monday 17 February
Results of the general meetings published in
the press Tuesday18 February
Last day to trade in M-Net/SuperSport linked shares
cum the cash distribution and in order to
participate in the proposed SuperSport
share distribution Friday 28 February
M-Net/SuperSport shares trade ex-cash distribution
and ex-Naspers distribution shares Monday 3 March
Record date Friday 7 March
Payment in respect of the proposed cash distribution
made to shareholders Monday 10 March
Posting of Naspers distribution shares by registered
post to certificated shareholders or updating of
their safe custody accounts in respect of
dematerialised shareholders on Monday 10 March
Notes:
- All times indicated above are given in South African time.
- The above dates and times are subject to amendment. Any such amendment will
be published on SENS and in the press.
- M-Net/SuperSport shareholders (including any shareholders whose M-Net and
SuperSport shares are held by nominees on their behalf with addresses in the
United States, Canada, Australia or Japan will not receive Naspers distribution
shares, but will instead receive the cash proceeds on the sale of their
entitlement to receive the Naspers distribution shares (net of costs), in
accordance with paragraph 5.2 of the circular posted to M-Net/SuperSport
shareholders today. Such proceeds will be transferred to nominee companies
through STRATE.
- M-Net/SuperSport share certificates may not be dematerialised or
materialised between Monday 3 March 2003 and Friday 7 March 2003 both days
inclusive.
3. Documentation
A circular, setting out full details of the proposed capital reduction, will
be posted to shareholders today, 31 January 2003.
This announcement does not constitute an offer of securities for sale in the
United States, Canada, Japan or Australia. Securities may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The Naspers distribution shares have not been and will not be registered
under the U.S. Securities Act or under the applicable securities laws of any
state of the United States or the relevant securities laws of Japan, nor have
clearances been, nor will they be, obtained from the securities commission or
similar authority of any province or territory of Canada and no prospectus has
been or will be filed, or registration made, under the securities laws of any
province or territory of Canada, nor has any prospectus in relation to the
Naspers distribution shares been, nor will one be, lodged with or registered by
the Australian Securities and Investments Commission nor have any steps been
taken, nor will any steps be taken, to enable the Naspers distribution shares to
be offered in compliance with the applicable securities laws of Japan.
Accordingly, the Naspers distribution shares may not, subject to certain
exceptions, be offered, sold, re-sold, delivered or transferred, directly or
indirectly, in or into the United States, Canada, Japan or Australia or to or
for the account or benefit of any US person or resident of Australia, Canada or
Japan. Accordingly, neither this announcement nor any copy of it may be
released, taken, transmitted or distributed, directly or indirectly, in or into
the United States, Canada, Japan or Australia nor passed to residents,
corporations or other entities organised under the laws of the United States,
Canada, Japan or Australia.
Johannesburg
31 January 2003
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Transaction Sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
Webber Wentzel Bowens
Joint Sponsors
Sasfin Bank Limited
(Registration number 1951/002280/06)
Wipcapital (Proprietary) Ltd
(Registration number 1997/021195/07)
Date: 31/01/2003 07:31:01 AM Produced by the JSE SENS Department
