| Mon 17 Feb 2003, 18:01 | | M-net/supersport - Announcement |
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Release Date: 17/02/2003 17:44:30 Code(s): MNS
M-Net/SuperSport - Announcement
ELECTRONIC MEDIA NETWORK LIMITED
(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" )
This announcement is not for release, distribution or publication in whole or in
part in or into the United States
DISTRIBUTION BY SUPERSPORT OF ITS SHAREHOLDING IN NASPERS LIMITED ("NASPERS")
IN ADDITION TO A DISTRIBUTION CASH FROM M-NET AND SUPERSPORT BY WAY OF A CAPITAL
REDUCTION
Further to the announcement dated 31 January 2003, Investec Bank Limited is
authorised to announce that:
- the cash distribution of R37,5 million by M-Net by way of a capital
reduction in terms of section 90 of the Companies Act (Act 61 of 1973) ("the
Act") has been approved by the requisite majority of votes exercisable by the M-
Net shareholders in general meeting held on Monday 17 February 2003, and
- the cash distribution of R37,5 million and the distribution of 11 386 277
Naspers Limited class N ordinary shares by SuperSport ("Naspers distribution
shares"), by way of a capital reduction in terms of section 90 of the Act has
been approved by the requisite majority of votes exercisable by the SuperSport
shareholders in general meeting held on Monday 17 February 2003.
Accordingly, payment in respect of the cash distributions by M-Net and
SuperSport will be made to shareholders on Monday 10 March 2003 and the posting
of the Naspers distribution shares by registered post to certificated
shareholders, or updating of their safe custody accounts, in respect of
dematerialised shareholders, will be made on Monday 10 March 2003. The above
dates are subject to amendment. Any amendment will be published in the press and
on SENS.
SuperSport shareholders (including any shareholders whose 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 and SuperSport shareholders on
Friday 31 January 2003. Such proceeds will be transferred to nominee companies
through STRATE.
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 organized under the laws of the United States,
Canada, Japan or Australia.
Johannesburg
17 February 2003
Merchant bank
Investec Corporate Finance
Reporting accountants and auditors
PriceWaterhouseCoopers
PricewaterhouseCoopers Inc
Chatered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Transaction Sponsor
Investec Bank Limited
Bank Limited
(Registration number 1969/004763/06)
Attorneys
WWB
WEBBER WENTZEL BOWENS
Joint Sponsors
Sasfin Bank Limited
BANK LIMITED
(Registration number: 1951/002280/06)
Wip Capital
Wipcapital (Pro[rietry Limited
(Registration number 1997/021195/07)
Date: 17/02/2003 05:44:29 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
